GPT GROUP — Regulatory Filings 2004

Nov 7, 2004

Lend Lease Corporation Limited

ABN 32 000 226 228

A fevel 1 30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

Telephone (612) 9236 6111

Facsimile (612) 9252 2192

www.fendlease.com

The Manager Companies Section Australian Stock Exchange Limited

The Manager Companies Section New Zealand Stock Exchange Limited

Pages: Three (3) pages

Dear Sir

STOCK EXCHANGE ANNOUNCEMENT

LAST MINITE CONDITIONAL PROPOSAL FROM STOCKLAND DEMONSTRABLY INFERIOR TO LEND LEASE'S RECOMMENDED MERGER WITH GPT

The last minute proposal for General Property Trust ("GPT") by Stockland Corporation Limited ("Stockland") today is well below GPT"s market price and highly conditional.

It is demonstrably inferior in value compared to that which GPT unitholders stand to achieve through the recommended merger with Lend Lease, and lacking detail despite having had more than five months to consider making such a proposal.

Stockland's claim that its proposal is in line with GPT's current market pricing is inaccurate. being based on an unrealistically short 5 day VWAP for its securities, and takes no account of the Stockland distribution for the half year to 31 December 2004 which GPT unitholders would not receive.

On all reasonable comparisons, Stockland's all scrip conditional proposal for GPT is well below the market's assessed value for GPT at \$3.73 (close of trade Friday 5 November) under the recommended merger with Lend Lease:

	Value of Stockland Security	Ex-dividend adjustment*	Implied value of GPT unit
3 month VWAP	\$5.71	\$5.52	\$3.36
l month VWAP-	\$5.83	\$5.64	\$3.43
week VWAP	\$5.98	\$5.79	\$3.52

Value of Stockland's conditional proposal up to 5 November 2004

宋 GPT unitholders will not receive Stockland's market consensus 19 cents per Stapled Security 6 month distribution to 31 December 2004.

8 November 2004

All of these implied values in the table above are below the valuation range for GPT units under the recommended Lend Lease/GPT merger as implied by two Independent Experts of \$3.55 to \$3.90. Lend Lease also notes that the Independent Expert valuations were based on market conditions at the date of its initial merger proposal announcement on 20 May 2004. As listed property trust yields have generally fallen since 20 May 2004. Lend Lease believes the value of a GPT unit under its recommended merger is potentially higher than the most recent GPT trading price of \$3.73 per unit.

Apart from demonstrably inferior value compared to the recommended Lend Lease/GPT merger. Stockland's announcement today acknowledges the need to acquire significant management and personnel resources from Lend Lease to achieve continuity of management of the \$8 billion GPT portfolio, but no details of how this is to be achieved were provided. There are more than 200 people employed by Lend Lease in this regard.

Lend Lease strongly believes its recommended merger with GPT is demonstrably superior for GPT unitholders, and makes the following additional observations in relation to Stockland's conditional proposal:

• The 2005 forecast pro forma distributions per equivalent GPT unit of 24.1 cents under the Stockland proposal is lower than the 26.4 cents under the recommended Lend Lease merger.
• The increase in equivalent pro forma distributions per unit for GPT is 17% under the recommended Lend Lease merger and 7% under the Stockland proposal.
• Lend Lease's proposal is the only one to offer a cash-out facility for GPT unitholders. This cash-out facility is above the implied value of Stockland's proposal based on its 3 month VWAP to 5 November.
• Stockland's earnings growth and corporate strategy is heavily dependent on risky corporate acquisitions, compared to the strong organic growth from the merged Lend Lease and GPT
• Lend Lease provides many strategic advantages over Stockland, including:
• A high quality established international retail asset growth platform through Lend Lease's position as one of the largest retail managers in the UK, including its part ownership of Bluewater, the largest shopping centre in the UK, compared to virtually no international opportunities with Stockland;
• Australia's leading residential development business (by backlog of land lots and housing units);
• One of Australia's leading wholesale property fund managers;
• Diversified corporate earnings across geographies and businesses compared to $\overline{a}$ Stockland's predominantly domestic land sub-division development corporate earnings.

• Lend Lease would intend to exercise all pre-emptive rights under its various asset and development agreements with GPT.

Yours faithfully LEND LEASE CORPORATION LIMITED

$S$ J $SHARPE$ Company Secretary