GPT GROUP — Regulatory Filings 2004

Jul 26, 2004

General Property Trust ASX Announcement and Media Release

GPT UNABLE TO AGREE MERGER TERMS WITH LEND LEASE

27 July 2004

The GPT Board has been unable to reach agreement with Lend Lease Corporation ("Lend Lease") on acceptable terms for the proposed merger.

The GPT Board is comprised of the Independent Directors (Peter Joseph, Malcolm Latham, Elizabeth Nosworthy and Ken Moss) chaired by Peter Joseph for the purpose of considering the merger proposal announced by Lend Lease.

"The GPT Board is disappointed that it has been unable to reach agreement with Lend Lease on important financial and non-financial issues that would allow the GPT Board to recommend a merger as being in the best interests of GPT unitholders", Peter Joseph said.

"As advised in our letter to unitholders of 5 July, the GPT Board, its management and advisers have given detailed consideration to Lend Lease's merger proposal and undertaken a rigorous evaluation of the Lend Lease strategy, forecast financial performance and business plans, including its construction and development businesses and offshore operations", he said.

In assessing the risks associated with Lend Lease's construction and development businesses and offshore operations, the GPT Board and management have been mindful to focus on the medium term exposure and not just year one earnings forecasts and have given careful consideration to issues raised by institutional and retail investors.

"It has become clear to the GPT Board that the proposal advanced by Lend Lease does not adequately compensate GPT unitholders for their high quality property portfolio and for the increase in risk they would face as investors in the merged entity", Peter Joseph said.

To this end, the GPT Board sought improved financial terms and agreement on an operating philosophy and structure for the merged entity which would be consistent with the requirements of LPT sector investors.

The GPT Board has also expressed its concerns to Lend Lease on a range of issues including the on-going on-market buy-back and Lend Lease's intention to require the payment of the performance fee from GPT for the half-year ended 30 June 2004.

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"The GPT Board and management will continue to explore alternatives to deliver value to GPT unitholders", Peter Joseph said.

Unitholders will be informed of further developments in due course.

ENDS

Enquiries

For further information please contact Nic Lyons Chief Executive Officer General Property Trust (02) 9237 5816

Martin Debelle /Graham Canning Cannings $(02)$ 9252 0622

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Governance

In light of the connections between GPT Management Limited ("GPTML") and Lend Lease, GPTML has taken steps to ensure the independence and integrity of the processes by which the Independent Directors evaluate and make recommendations to GPTML unitholders.

On the basis of Blake Dawson Waldron's observations and from the information provided to Blake Dawson Waldron, they have confirmed that they are satisfied that the Independent Directors and their advisers have undertaken an appropriate and rigorous evaluation of the proposal, that the Governance Protocol has been complied with and that the Independent Directors are continuing to explore ways of improving value to their unitholders.