GPT GROUP — Regulatory Filings 2004

Oct 19, 2004

20 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

In accordance with Listing Rule 3.17, enclosed is a letter to be sent to certain offshore registered Unitholders in relation to their participation in the proposed merger of General Property Trust and Lend Lease Corporation Limited.

Yours faithfully GPT MANAGEMENT LIMITED

James Coyne Company Secretary

The GPT Notice of Meeting and Explanatory Memorandum is also a prospectus for Lend Lease Corporation Limited shares. It was lodged with the Australian Securities and Investments Commission on 15 October 2004. The offers of the Lend Lease shares will be made in the prospectus. Anyone wishing to acquire the shares must be a member of General Property Trust (ARSN 090 110 357) on the record date specified in the prospectus.

GPT Management Limited as the responsible entity of the General Property Trust is the issuer of GPT units. The Lend Lease Notice of Meeting and Explanatory Memorandum is also a product disclosure statement for GPT units. It was lodged with the Australian Securities and Investments Commission on 15 October 2004 and is expected to be distributed to the holders of Lend Lease shares on or about 18 October 2004. Lend Lease shareholders should consider the product disclosure statement for the GPT units in deciding whether to acquire the GPT units.

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

Louis A 30 The Bood 30 Hickson Road Millers Point NSW 2000 Australia

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

GPT@fendlease.com.au

www.gpt.com.au

20 October 2004

ADDRESS 1 ADDRESS 2 ADDRESS 3 ADDRESS 4 ADDRESS 5 ADDRESS 6

Dear Unitholder

Merger of GPT and Lend Lease - Participation by GPT Unitholders in the UK, Hong Kong and Singapore

I refer to my letter to you dated 18 October 2004 which enclosed the Explanatory Memorandum and other documents in relation to the proposed merger of GPT and Lend Lease.

The 'GPT Unitholder Options' section of the Explanatory Memorandum outlines a number of options open to GPT Unitholders if the merger proceeds.

Because of regulatory restrictions applicable outside Australia, not all of these options may be available to you. This letter outlines the options available to GPT Unitholders if you are resident in the UK. Hong Kong or Singapore. However, it is a summary only. For more details, please see section 12 of the Explanatory Memorandum.

Unitholders resident in the United Kingdom or Singapore

If you are resident in the UK or Singapore, you will have the following choice:

• $\mathbf{1}$ . to receive stapled securities:
• to sell GPT Units through the Exchange Sale Facility: or $2₁$
• to participate in the GPT Cash-Out Option if you are an institutional or professional investor. $3₁$

You will need to certify your investor status by completing and returning the Declaration Form sent with this letter.

If the merger proceeds and you do make a choice then all of your GPT Units will be sold for cash through the Cash Sale Facility and the proceeds forwarded to you.

Unitholders resident in Hong Kong

If you are resident in Hong Kong, you will only be able to receive stapled securities if you are an institutional or professional investor. You will need to certify your investor status by completing and returning the Declaration Form sent with this letter.

Otherwise, if the merger proceeds, all of your GPT Units will be sold for cash through the Cash Sale Facility and the proceeds forwarded to vou.

If you are resident in Hong Kong, you will not be able to participate in the GPT Cash-Out Option or sell GPT Units through the Exchange Sale Facility (even if you sign a Declaration).

Where do I send my Declaration Form?

Declarations should be directed to the Company Secretary - Lend Lease Corporation Limited and sent by post or facsimile to Level 4, 30 The Bond, 30 Hickson Road, Millers Point New South Wales 2000 Australia or if by facsimile, to +61 2 9383 8146, together with your name, address and other contact details. Declarations must be received by no later than 5:00pm on 15 November 2004.

GPT Management Limited ARN 94 000 335 473 as Resoonsible Folity and Trustee of General Property Trust ARN 58.071.755.609

Louis A 30 The Rood 30 Hinkson Road Millers Point NSW 2000 .
Australia

GPT Unitholder Service Centre Freecat 1800 025 095 Pacsimile 02.9383.8146

GPT@fendlease.com.au

www.got.com.au

Can I vote on the merger proposal?

You will be able to attend and vote (whether in person or by proxy) at the GPT Unitholder meeting called to approve the merger proposal regardless of your country of residence. The meeting of GPT Unitholders has been scheduled in Sydney for 17 November 2004 at 2.00pm.

Full details of the merger proposal and the options available to GPT Unitholders are set out in the Explanatory Memorandum and accompanying documents. You should read those documents in full. Also, we strongly recommend that you obtain advice on the taxation implications arising in your local jurisdiction in relation to the various options available to you.

If you have any questions regarding this letter, you may call the Unitholder information line from outside Australia on +61 2 9278 9045.

Yours sincerely

Hoseph

Peter Joseph Chairman of the GPT Board as comprised by its Independent Directors

DECLARATION bv Lend Lease Shareholder or GPT Unitholder The United Kingdom, Hong Kong or Singapore

This Declaration is to be completed by Lend Lease Shareholders or GPT Unitholders in Hong Kong, Singapore or the United Kingdom who are eligible to receive, and want to receive. Stapled Securities if the Merger proceeds.

This Declaration must also be completed by Lend Lease Shareholders or GPT Unitholders in Hong Kong, Singapore or the United Kingdom who are entitled to receive Stapled Securities and may want to participate in the Lend Lease Off-Market Buy Back, the Lend Lease Exchange Sale Facility, the GPT Cash-Out Option or the GPT Exchange Sale Facility.

PLEASE RETURN THIS DECLARATION BY 15 NOVEMBER 2004 TO LEND LEASE - COMPANY SECRETARY, LEVEL 4, THE BOND, 30 HICKSON ROAD, SYDNEY NSW 2000, AUSTRALIA OR BY FACSIMILE TO +61 2 9383 8146.

To: Lend Lease Corporation Limited GPT Management Limited, as the responsible entity for GPT

I/We hereby certify, warrant and undertake that:

• $\ddagger$ . If I am/we are in Hong Kong, I am/we are a "professional investor" within the meaning of the Hong Kong Securities and Futures Ordinance (Cap. 571) and any rules made thereunder:
• $2¹$ If I am/we are in Singapore, I am/we are a person specified in Section 274 or Section 304 (as relevant) of the Securities and Futures Act (Cap 289 of Singapore) and will comply with Section 276 and Section 304A of the Securities and Futures Act (Cap. 289 of Singapore) (as relevant); or
• $3₁$ If I am/we are in the United Kingdom, I am/we are:
• an "investment professional" within the meaning of Article 19(5) of the Financial $(a)$ Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the "Financial Promotion Order") and a person falling within paragraph (2)(a) of Regulation 7 of the Public Offers of Securities Regulations 1995 (as amended) (the "POS Regulations"); or
• $(b)$ a person (high net worth company, unincorporated association etc.) to whom one of paragraphs (2) (a) to (d) of Article 49 of the Financial Promotion Order applies and a person falling within paragraph $(2)(a)$ of Regulation 7 of the POS Regulations.

I/we agree to provide such evidence as may be required by any of you as regards my/our status and I/We acknowledge that Lend Lease and GPT Management Limited, as the responsible entity of GPT, is relying upon the truth and accuracy of the foregoing representations and warranties in issuing the Stapled Securities to me/us and I/we hereby agree to indemnify Lend Lease and GPT Management Limited, and hold them harmless from and against all losses suffered or incurred directly or indirectly (including, but not limited to, losses arising out of or in connection with the preparation for or involvement in investigations conducted by a government agency or body and defending any litigation) as a result of any of the representations or warranties contained in this Declaration not being true and correct.

Name of Security Holder:
Address:

Signature of Security Holder or its Authorised Representative

Date: 2004