GPT GROUP — Regulatory Filings 2004

Oct 20, 2004

21 October 2004

Companies Announcement Office Australian Stock Exchange Limited Exchange Centre Level 6 20 Bridge Street Sydney NSW 2000

By electronic lodgement

Dear Sir

General Property Trust - Appendix 3B

Attached is an Appendix 3B in relation to units to be issued as a component part of a stapled security if the stapling merger proposal with Lend Lease Corporation is approved by Unitholders of General Property Trust and shareholders of Lend Lease Corporation Limited at Scheme Meetings to be held on 17 November 2004.

GENERAL PROPERTY TRUST

Yours faithfully GPT MANAGEMENT LIMITED

$\frac{\rho}{\sqrt{2}}$

James Coyne Company Secretary

GPT Management Limited ABN 94 000 335 473 as Responsible Entity and Trustee of General Property Trust ABN 58 071 755 609

Lough 4 30 The Road 30 Hickson Road Millers Point NSW 2000 Australia

GPT Unitholder Service Centre Freecall 1800 025 095 Pacsimile 02 9383 8146

GPT@fendlease.com.au

www.gpt.com.au

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

GENERAL PROPERTY TRUST

ABN

58 071 755 609

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+ Class of + securities issued or to be issued	Ordinary
2	Number of + securities issued or to be issued (if known) or maximum number which may be issued	If the stapling merger proposal with Lend Lease Corporation (LLC) is approved, the maximum number of units to be issued to LLC shareholders will be 398,675,475 ordinary units.
		If the stapling merger proposal with LLC is approved, the maximum number of units to be issued to LLC ("Unstapled Units") will be calculated as described in Item 9 below.
3	Principal terms of the + securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if + convertible securities. the conversion price and dates for conversion)	If the stapling merger proposal with LLC is approved, the ordinary units will be issued to LLC shareholders as a component part of the stapled securities (for the purposes of the stapling). A unit may only be transferred if the transfer relates or is accompanied by a transfer of the LLC share to which the unit will be stapled. The Unstapled Units will have the same rights as ordinary units except they will have no right to be stapled to LLC shares while held by LLC or any of its subsidiaries.

$+$ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities? If the additional securities do not rank equally, please state: • the date from which they do which they the extent to ۰ participate for the next dividend, case of $\lim$ the a. trust, distribution) or interest payment the extent to which they do not ۰ rank equally, other than in relation to the next dividend, distribution or interest payment	If the stapling merger proposal with LLC is approved, from the date of issue on the merger implementation date, expected to be 17 December 2004, the ordinary units issued to LLC shareholders will rank equally with existing units. From the date of issue on the merger implementation date, expected to be 17 December 2004, the Unstapled Units will have the same rights as ordinary units except they will have no right to be stapled to LLC shares while held by LLC or any of its subsidiaries.
5	Issue price or consideration	0.01 cents for the ordinary units to be issued to LLC shareholders.
		The issue price for the Unstapled Units will determined LLC GPT be by and Management as described in section 9.5(a) of the GPT Explanatory Memorandum lodged with ASIC on 15 October 2004.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The ordinary units to be issued to LLC shareholders are to be issued as a component part of the stapled securities in connection with the proposed stapling of GPT units and the shares of LLC.
		The issue of Unstapled Units to LLC is to fund the GPT Cash-Out Option and Special Distribution as described in sections 9.1 and 9.5 of the GPT Explanatory Memorandum lodged with ASIC on 15 October 2004.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	The merger implementation date, expected to be 17 December 2004. The issue of new securities is conditional on the schemes becoming effective.
8	Number class- οf all and ASX. securities quoted on	+ Class Number 929,455,475 Ordinary
	(including the securities in clause 2 if applicable)	(Estimated maximum following consolidation of GPT ordinary units and implementation of the stapling proposal.)

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number and + class of all *securities not quoted on ASX (including the securities in clause) 2 if applicable)	The number of Unstapled Units to be issued will equal the LLC subscription amount of \$1,311 million divided by the issue price. The issue price for the Unstapled Units will be determined by LLC and GPT Management as described in section $9.5(a)$ of the GPT Explanatory Memorandum lodged with ASIC on 15 October 2004.	Unstapled Units
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	All units will rank equally for distributions from the date of allotment.

The distribution policy is set out in section
1.7 of the GPT Explanatory Memorandum lodged with ASIC on 15 October 2004.

Part 2 - Bonus issue or pro rata issue

11	security holder approval Is required?	N/A
$12 \,$	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the "securities will be offered	N/A
14	Class of securities to which the offer relates	N/A
15	determine *Record date to entitlements	N/A
16.	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A

⁺ See chapter 19 for defined terms.

18	Names of countries in which the entity has *security holders who will not be issue sent new documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	N/A
19	Closing date for receipt οf acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23.	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25.	If the issue is contingent on "security holders" approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29.	Date rights trading will end (if applicable)	N/A
30	How do *security holders sell their entitlements in full through a	N/A

⁺ See chapter 19 for defined terms.

	broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	N/A
32	How do *security holders dispose of their entitlements (except by sale through a broker)?	N/A
33	*Despatch date	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• $(a)$ Securities described in Part 1 $\mathbf{\overline{X}}$
• $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the *securities are *equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders

36	If the securities are equity securities, a distribution schedule of the additional
	*securities setting out the number of holders in the categories
	$1 - 1.000$
	$1.001 - 5.000$
	$5,001 - 10,000$
	$10,001 - 100,000$
	$100.001$ and over

37

A copy of any trust deed for the additional *securities

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38.	Number of securities for which *quotation is sought	N/A
39.	Class of "securities for which quotation is sought	N/A
40.	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities? If the additional securities do not	N/A
	rank equally, please state: the date from which they do ٠ extent to which they the ۰ participate for the next dividend, (in the case of a trust. distribution) or interest payment the extent to which they do not $\bullet$ rank equally, other than in relation to the next dividend. distribution or interest payment
41.	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	N/A
	(if issued upon conversion of another security, clearly identify that other security)
42	Number and class of all securities quoted on ASX (including the securities in clause 38)	Number + Class N/A

⁺ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

⁺ See chapter 19 for defined terms.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that $\overrightarrow{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

I-J

Sign here:

(Company secretary)

Date: 21 October 2004

Print name:

JAMES COYNE

with the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the cont

$+$ See chapter 19 for defined terms.