GPT GROUP — Regulatory Filings 2004

Oct 19, 2004

Lend Lease Corporation

ABN 32 000 226 228

Limited

Level 4 30 The Bond

Australia Telephone

20 October 2004

The Manager Companies Section Australian Stock Exchange Limited

Pages: Five (5) pages

Dear Sir

The Manager Companies Section New Zealand Exchange Limited

$(612) 9236 6111$

30 Hickson Road

Millers Point NSW 2000

Facsimile
(612) 9252 2192

www.lendlease.com

Stock Exchange Announcement

Shareholder Letter

In accordance with Listing Rule 3.17, enclosed is a letter to be sent to all overseas shareholders in relation to their participation in the merger of Lend Lease Corporation Limited and General Property Trust.

Yours faithfully LEND LEASE CORPORATION LIMITED

SJ SHARPE Company Secretary 20 October 2004

Lend Lease Corporation Limited

ABN 32 000 226 228

Level A 30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

Telephone (612) 9236 6111

Facsimile (612) 9252 2192

www.lendlease.com

Dear Lend Lease Shareholder

Participation by overseas shareholders in the merger of Lend Lease and GPT

On 6 August 2004, Lend Lease Corporation Limited ("Lend Lease") and General Property Trust ("GPT") announced their intention to merge.

You will have received, or will shortly receive, a Notice of Meeting and Explanatory Memorandum (the Explanatory Memorandum) in relation to the merger, along with a number of related documents.

The 'Shareholder Choices' section of the Explanatory Memorandum outlines a number of options open to Lend Lease shareholders 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 shareholders resident outside Australia. However, it is a summary only. For more details, please see section 11 of the Explanatory Memorandum.

Shareholders resident in New Zealand or Germany

If you are resident in New Zealand or Germany, all of the options outlined in the 'Shareholder Choices' section of the Explanatory Memorandum are available to you.

Shareholders resident in the United States

If you are resident in the US, you may:

• participate in the merger and receive stapled securities;
• sell all or some of your Lend Lease shares for cash through the Cash Sale Facility; or
• tender all or some of your Lend Lease shares for sale in Lend Lease's Off-Market Buy-Back.

Lend Lease shareholders resident in the US will not be able to sell their Lend Lease shares in return for stapled securities through the Exchange Sale Facility.

Shareholders resident in the United Kingdom, Singapore or Hong Kong

If you are resident in the UK, Singapore or Hong Kong, you will be able to choose whether you receive stapled securities, sell Lend Lease shares through the Cash Sale Facility or Exchange Sale Facility or tender Lend Lease shares in the Off-Market Buy-Back only if either:

you are an institutional or professional investor who is able to certify your investor status in the form of Declaration accompanying this letter; or

you demonstrate to GPT Management Limited's ("GPT Management") satisfaction that it may lawfully issue GPT units to you either unconditionally or after compliance with such conditions as GPT Management in its absolute discretion regards as acceptable and not unduly onerous (see below for details of how to apply).

Otherwise, if the merger proceeds, all of your Lend Lease shares will be sold for cash through the Cash Sale Facility and the proceeds will be forwarded to you.

Shareholders resident in other countries

If you are resident in any other country you will be able to choose whether you receive stapled securities, sell Lend Lease shares through the Cash Sale Facility or Exchange Sale Facility or tender Lend Lease shares in the Off-Market Buy-Back only if you demonstrate to GPT Management's satisfaction that it may lawfully issue GPT units to you either unconditionally or after compliance with such conditions as GPT Management in its absolute discretion regards as acceptable and not unduly onerous (see below for details of how to apply).

Otherwise, if the merger proceeds, all of your Lend Lease shares will be sold for cash through the Cash Sale Facility and the proceeds will be forwarded to you.

How do I demonstrate that GPT Management may lawfully issue GPT units to me?

If you wish to make an application of this nature, you should do so in writing:

• setting out the reasons why you believe GPT units may be lawfully issued to you under the merger, and any conditions or requirements that GPT Management (or any other person) would need to satisfy or comply with in order to do so; and
• attaching a signed declaration certifying that you are a person to whom GPT units may be lawfully issued under the merger, together with appropriate legal advice from a qualified legal adviser in your country of residence confirming the matters stated in the application and certified in the declaration.

Where do I send Declarations and applications

Declarations, applications to demonstrate that you may lawfully receive GPT units and any accompanying documents 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 8154, together with your name. address and other contact details. Declarations, applications and any accompanying documents must be received by no later than 5:00pm on 15 November 2004.

Can I vote on the merger proposal?

You will be able to attend and vote (whether in person or by proxy) at the Lend Lease shareholder meetings called to approve the merger proposal regardless of your country of residence.

Full details of the merger proposal and the options available to Lend Lease shareholders 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 Lend Lease Company Secretary at +61 2 9236 6117.

Yours sincerely

David Crawford Chairman Lend Lease Corporation Limited

DECLARATION

by Lend Lease Corporation Limited ("Lend Lease") Shareholder or General Property Trust ("GPT") Unitholder in 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:

Company Secretary Lend Lease Corporation Limited $level 4$ 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:
• $2.$ 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

a person (high net worth company, unincorporated association etc.) to whom one $(b)$ 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 Requlations.

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 Corporation Limited 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 Corporation Limited 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