GPT GROUP — Regulatory Filings 2004

Sep 30, 2004

Lend Lease Corporation Limited

ABN 32 000 226 228

Level 4 30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

Telephone (612) 9236 6111

Facsimile (612) 9252 2192

www.lendlease.com

1 October 2004

The Manager Companies Section Australian Stock Exchange Limited

Pages: Three (3) pages

Dear Sir

STOCK EXCHANGE ANNOUNCEMENT

The Manager

Companies Section

New Zealand Stock Exchange Limited

LEND LEASE PROPOSES TO ACQUIRE ALL OF THE UNITS IN THE GPT SPLIT TRUST

Lend Lease Corporation Limited ("Lend Lease") today announced that it has made a proposal to GPT Management Limited ("GPTML") as responsible entity of the GPT Split Trust (the "Split" Trust") to acquire all units in the Split Trust for cash ("the Proposal").

Lend Lease has recognised that the merger of Lend Lease and General Property Trust ("GPT") will affect the Split Trust established some years ago for the sole purpose of holding GPT Units. The Proposal recognises that the Split Trust structure will no longer be workable in the postmerger context, and allows a timely resolution of the Split Trust structure contemporaneously with the merger.

The Proposal has been unanimously recommended by GPTML's independent directors, subject to no superior proposal emerging and to an independent expert confirming that it is fair and reasonable and in the best interests of Split Trust unitholders. The Proposal is subject to the proposed merger of Lend Lease and GPT proceeding and several other conditions, including Split Trust unitholder approval.

It is intended that the proposal will be put to a meeting of Split Trust unitholders in mid November 2004.

An explanatory memorandum containing a detailed explanation of the Proposal, the alternatives considered and the opinion of an independent expert on the Proposal will be dispatched to unitholders in mid October.

Cash consideration for Income Unitholders under the Proposal

Lend Lease will pay Income Unitholders:

• 1. \$2.338 per Income Unit, being the volume weighted average price of Income Units over the 5 trading day period to 30 September 2004; plus
• 1. 25% of any excess realised through the GPT Cash Sale Facility (refer to "Realisation through the Cash Sale Facility" below).

Cash consideration for Growth Unitholders under the Proposal

Lend Lease will pay Growth Unitholders:

• 1. \$1.638 per Growth Unit being the amount calculated to be payable in respect of a Growth Unit on a winding up of the Split Trust (applying the winding up provisions of the Split Trust Constitution¹ and assuming the Split Trust's GPT units were sold at the volume weighted average price of GPT units over the 5 trading day period to 30 September 2004 ("Lend Lease proposal VWAP²³³) and no winding up costs); plus
• 1. 75% of any excess realised through the GPT Cash Sale Facility (refer to "Realisation through the Cash Sale Facility" below).

Distributions to Split Trust unitholders

The GPT September distribution will be paid to Income and Growth Unitholders in the ordinary course on 22 November 2004. Assuming the Proposal is approved by Split Trust unitholders, any subsequent GPT distributions received by the Split Trust (including the special distributions related to the Lend Lease/GPT merger) will accrue to Lend Lease.

Realisation through the Cash Sale Facility

If Split Trust unitholders approve the Proposal, GPTML will immediately elect to sell the Split Trust's GPT units into the Sale Facility made available under the Lend Lease/GPT merger. If the effective price per GPT unit achieved via the Sale Facility (see below) exceeds the Lend Lease proposal VWAP of \$3.684, 25% of any excess will be paid to Income Unitholders and 75% of any excess will be paid to Growth Unitholders.

The effective price per GPT unit achieved via the Sale Facility will be calculated as follows:

Effective Price $=$			$SFP + SD_1 + SD_2 + DD$
Where:	$SFP =$		Actual price achieved per GPT unit under the GPT Sale Facility
	$SD_1 =$		Special distribution of up to 65 cents per GPT unit 3 related to the GPT/Lend Lease merger
	$SD_{\circ}$	$\overline{1}$	Special distribution of 0.6 cents per GPT unit
	DD.	$\overline{}$	Pre-Implementation Merger Distribution, representing the estimated pro- rata GPT December quarter distribution from 1 October 2004 to 30 November 2004

The trust deed for the Split Trust provides that on a winding up the net cash proceeds derived from the realisation of the trust fund are divided amongst units on issue as follows: (a) the first \$1.50 distributed and 25% of the balance in excess of \$1.50 distributed goes to the holders of Income units; and (b) 75% of the amount in excess of \$1.50 distributed goes to the holders of Growth units.

The GPT volume weighted average unit price ("VWAP") excludes the exercise of three call options on Friday 24 September 2004 which otherwise distort the VWAP to a lower number.

The actual size of the special distribution will vary depending on the level of participation by GPT unitholders in the GPT cash-out option

Conditions

Under the Implementation Agreement entered into between GPTML and Lend Lease, the Proposal is subject to no superior proposal being received and the following conditions:

• 1. Unitholder approval of the resolutions required to implement the Proposal. The resolutions must be passed by (a) at least 75% by value of the votes cast by holders of Income Units entitled to vote; and (b) at least 75% by value of the votes cast by holders of Growth Units entitled to vote.
• 1. An independent expert advising that the proposal is in the best interests of each class of Split Trust unitholders.
• 1. The proposed GPT and Lend Lease merger being approved.
• 1. Satisfaction of various regulatory conditions and approvals.

Yours faithfully LEND LEASE CORPORATION LIMITED

SJ SHARPE Company Secretary