GPT GROUP — Regulatory Filings 2004

Aug 5, 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.fendlease.com

6 August 2004

Pages: Six (6) pages

The Manager Companies Section Australian Stock Exchange Limited

The Manager Companies Section New Zealand Stock Exchange Limited

Dear Sir

STOCK EXCHANGE ANNOUNCEMENT

GPT INDEPENDENT DIRECTORS RECOMMEND MERGER WITH LEND LEASE

The Directors of Lend Lease Corporation Limited ("Lend Lease") are pleased to announce that they have today agreed terms under which they and the Independent Directors of General Property Trust ("GPT") will recommend to their respective shareholders and unitholders a merger of Lend Lease and GPT.

Further details are included in the attached media statement.

Yours faithfully LEND LEASE CORPORATION LIMITED

SJ SHARPE Company Secretary

STOCK EXCHANGE AND MEDIA RELEASE

6 AUGUST 2004

GPT INDEPENDENT DIRECTORS RECOMMEND MERGER WITH LEND LEASE

The Directors of Lend Lease Corporation Limited ("Lend Lease") are pleased to announce that they have today agreed terms under which they and the Independent Directors of General Property Trust ("GPT") will recommend to their respective shareholders and unitholders a merger of Lend Lease and GPT.

The merger shall be effected through a stapling of Lend Lease shares and GPT units to form stapled securities in the Lend Lease Group, based on the ratio of one existing Lend Lease share to every 3.8 GPT units, plus 65 cents cash special distribution per existing GPT unit. Lend Lease shareholders will also receive a fully franked special dividend totalling \$95 million (estimated 26 cents per share, post completion of the Lend Lease buyback).

In addition, an interim dividend and distribution based on 100% of net profit for the period from 1 July 2004 to the date of merger implementation will be paid to both Lend Lease shareholders and GPT unitholders, if the merger is approved. These dividends and distributions are also in addition to dividends and distributions payable to Lend Lease shareholders and GPT unitholders for the period to 30 June 2004.

Based on an illustrative distribution yield of 7.3% for the stapled securities, Lend Lease's agreed proposal values current GPT units at \$3.58 and current Lend Lease shares at \$11.40. The interim distributions and dividends to be paid at the time of the merger are additional to these amounts and are currently expected to be around 8 cents per GPT unit and around $22$ cents per Lend Lease share⁽¹⁾.

GPT's register has over 50,000 small investors. Arrangements have been put in place to allow the small investors to cash out their units at a fixed price of \$3.48. The cash-out facility is subject to the aggregate amount of cash not exceeding \$1.31 billion.

Lend Lease will pay to GPT an amount equal to the performance fee for the half year ended 30 June 2004, provided the merger is completed. Lend Lease will continue the suspension of the on-market share buyback beyond the announcement of results on 18 August 2004. previously advised, Lend Lease intends to offer an off-market buyback for the remainder of the previously announced share buyback program, of which \$388 million remains to be fulfilled.

The distribution policy for the merged business will be as previously announced by Lend Lease.

Both Boards will move to put the recommended proposal to their investors simultaneously and as soon as possible.

Lend Lease Chairman, David Crawford, and GPT Chairman of Independent Directors, Peter Joseph, said they were both delighted to have an agreed proposal to put to the respective investors. They said under the agreed proposal, the merged Lend Lease Group has an attractive outlook and improved long term earnings prospects.

Mr Crawford said: "The rationale for the merger from a Lend Lease shareholder's perspective is the strategic platform it creates. We believe the merger will provide significantly enhanced growth opportunities, with underlying earnings stability and improved access to capital.

"The merger is expected to create significant value for Lend Lease's shareholders by establishing the economic scale necessary to secure its growth strategy in retail and urban communities development in Australia, the UK and the US," Mr Crawford said.

"We have worked together to reach agreement on a number of issues of fundamental importance to both parties.

"We have agreed principles for important non-financial matters regarding governance, culture and management, including Board structure, as well as filling senior executive roles and the operating structure of the merged organisation," Mr Crawford said.

At the Board level, it has been agreed that the initial composition of non-executive directors for the merged entity will be four existing Lend Lease non-executive directors and three existing GPT non-executive directors.

It is intended that this be augmented over time by new, suitably qualified appointees.

David Crawford will be Chairman and Greg Clarke will be Managing Director and CEO of the merged Lend Lease Group.

Lend Lease and GPT will conduct a joint market presentation on the agreed management and operating structure for the merged entity next week.

Full details of the management and operating structure will be confirmed in the Explanatory Memoranda expected to be sent to unitholders and shareholders in October, ahead of general meetings to approve the merger proposal in November.

Lend Lease Managing Director and CEO, Greg Clarke, said he was delighted that the merger proposal had reached this important milestone.

"The inter-Board negotiations have delivered a merger proposal that we believe will deliver significant strategic and financial advantages to each business," Mr Clarke said.

"The terms we have agreed with GPT's Independent Directors acknowledge the high quality of the GPT portfolio, the strong growth outlook for Lend Lease's businesses and the benefits that will flow from aligning ownership of these two businesses, which already work closely together.

"Through the proposed merger, GPT unitholders gain access to the significant potential earnings growth available from our leading urban communities development businesses in Australia, and our international growth opportunities in retail, urban communities development, and project and construction management. They will also benefit from strong investment earnings delivered by market leading retail assets like Lend Lease's interest in the A\$4 billion Bluewater retail and leisure destination in the UK, and King of Prussia mall in the US.

"We look forward to further demonstrating how a merged Lend Lease Group can capitalise on the opportunities we either have in place, or will now be able to secure when the merger proceeds," he said.

Agreed Merger Terms

The merger will be effected through a stapling of Lend Lease shares and GPT units to form stapled securities in the merged entity, based on the ratio of one existing Lend Lease share to every 3.8 GPT units, plus 65 cents cash special distribution per existing GPT unit. GPT unitholders will have the option to either:

• $(a)$ Receive the special distribution and retain the stapled securities they receive based on the merger ratio (refer to Annexure A for details);
• $(b)$ Sell some or all of their existing units (free of brokerage) at the time of the merger through a sale facility to be made available to all unitholders (the sale facility will also be offered to Lend Lease shareholders); or
• Receive a fixed amount of \$3.48 cash per unit for some or all of their units, up to a $\left( \text{c} \right)$ maximum of 30,000 units per unitholder. The cash-out facility will include antisplitting provisions.

To the extent that GPT unitholders elect to take cash of \$3.48 per unit, there will be a pro rata reduction in the amount of the 65 cent special distribution per remaining unit and a compensating adjustment to the ratio of remaining GPT units to Lend Lease shares for the purpose of creating stapled securities (see Annexure A).

The total cash that will be made available for GPT unitholders electing to take cash and the special distribution will be approximately \$1.3 billion.

Lend Lease shareholders will receive a fully franked special dividend totalling \$95 million.

The pro-forma gearing for the merged group at 30 June 2004 is expected to be around 33%.

The estimated pro forma annualised distributions for the year ending 30 June 2005 (assuming the merger had been effective from 1 July 2004) based on consensus earnings estimates and the actions to be implemented as part of the merger proposal are 26.3 cents per equivalent GPT unit (assuming the special distribution is reinvested in stapled securities at the price implicit in the merger terms) and 83.4 cents per equivalent Lend Lease share (assuming the fully franked special dividend is reinvested in stapled securities at the price implicit in the merger terms $-81.4$ cents if special dividend is not reinvested). These estimates are subject to confirmation in the financial reports to be included in Explanatory Memoranda.

The merger proposal will be effected by way of shareholder and unitholder schemes, with court approval and general meetings that will require a vote in favour of the proposal by more than 75% of Lend Lease shareholders and GPT unitholders. It is anticipated that Explanatory Memoranda will be sent to Lend Lease shareholders and GPT unitholders in October, with shareholder and unitholder meetings held in November.

The agreement of Lend Lease Directors and GPT Independent Directors to recommend the merger proposal to their respective shareholders and unitholders is subject to confirmation by separate independent experts that the proposal is in the best interests of the respective investors and no superior proposal emerging for either GPT or Lend Lease.

ENDS

$(1)$ Based on pro forma market consensus FY05 forecast earnings and current GPT units and Lend Lease shares on issue

Attachment: Annexure A - Calculation of Final Merger Terms

For further information please call:

Roger Burrows Lend Lease Corporation Tel: 02 9236 6116

Given the cash-out facility, the actual GPT consolidation ratio (although based on 1 Lend Lease share to 3.8 GPT units plus 65 cents) will remain variable until the aggregate amount of the cash-out to be utilised is known. The final special distribution per GPT unit and GPT unit consolidation ratio are to be calculated as follows:

Special Distribution (SD): \$1,311 million less cash utilised in cash-out elections, divided by the number of units not participating in the cash-out option.

GPT Unit Consolidation Ratio:

$CR = Q/(CP-SD)$ , where:

$CR$ is the consolidation ratio for GPT units not participating in the cash-out option

$CP$ is $$3.48$ per unit

• SD is as described above
• $Q$ is \$10.75