GPT GROUP — Regulatory Filings 2004

Jun 14, 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

15 June 2004

The Manager Companies Section Australian Stock Exchange Limited

Pages: Three (3) pages

Dear Sir

Stock Exchange Announcement

The Manager

Companies Section

New Zealand Exchange Limited

Shareholder Letter

In accordance with Listing Rule 3.17, enclosed is a letter to be sent to all shareholders.

Yours faithfully LEND LEASE CORPORATION LIMITED

S J SHARPE Company Secretary 15 June 2004

Lend Lease Corporation I imited

ABN 32 000 226 228 Level 4

30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

Telenhone (612) 9236 6111

Facsimile (612) 9252 2192

www.lendlease.com

Dear Shareholder

On Monday, 24 May 2004, Lend Lease Corporation Limited ("Lend Lease") announced to the Australian Stock Exchange ("ASX") a proposal to merge Lend Lease with General Property Trust $("GPT").$

On behalf of your Directors, I am writing to inform you about the key details of this proposal, the benefits we believe it would deliver to shareholders, and how the merger would be implemented.

The proposal represents culmination of the work that your Board and the Lend Lease management team have done over the past eighteen months to refocus the business and establish a reliable earnings outlook.

GPT is Australia's largest listed, diversified property trust with A\$7.7 billion in total assets including a portfolio of high quality shopping centre, office, hotel and industrial assets. The Trust was established by Lend Lease in 1971 and, under Lend Lease management since then, GPT has become an icon of the listed property trust sector in Australia.

We have commenced discussions in relation to our proposal with the Independent Directors of GPT. These discussions have been constructive but are in their early stages.

Merger Benefits

Merging Lend Lease and GPT will allow us to create a much stronger business for both Lend Lease shareholders and GPT unitholders. As a security holder in the merged group, you would enjoy the dual benefits of:

• stable earnings from ownership of A\$10 billion in high quality property assets, including GPT's portfolio as well as Lend Lease's interests in Bluewater Shopping Centre in the UK and King of Prussia Mall in the US; and
• an enhanced growth outlook from asset creation through Lend Lease's development and project/construction management activities. We would have both greater scale and a lower cost of capital to fully exploit the development opportunities we have here in Australia and in targeted locations internationally, particularly in retail and urban community development.

The GPT management team members are, of course, Lend Lease employees. We are confident that the combination of the GPT management team, with the leadership of the new Lend Lease senior management team under CEO. Greg Clarke, will create substantial long term value post-merger for both Lend Lease shareholders and GPT unitholders.

Lend Lease shareholders can anticipate a significant increase in cash returns following a merger. In our announcement of 24 May, we outlined an estimated pro forma forecast 2005 financial year annualised distribution for the merged group of 82.9 cents per share, compared to the market consensus at that time of 49.2 cents per Lend Lease share. These figures are our best estimates at this stage, with final figures to be provided in the Information Memorandum to be sent to you outlining details of the proposal.

We expect the merged group would have an initial market capitalisation of around A\$10 billion. making it one of the top 20 organisations listed on the ASX today.

Proposed Merger Terms

The major terms of the proposal are for a stapling of GPT units and Lend Lease shares in the ratio of 3.8 GPT units for every one Lend Lease share. GPT unitholders would also receive a special distribution of 47 cents per unit immediately before the merger.

If the merger proceeds, you would receive one stapled security, representing a GPT unit and a Lend Lease share, for each Lend Lease share you own. As a result, the merged group would be owned 40.9% by Lend Lease shareholders and 59.1% by GPT unitholders. The proposal cannot proceed without approval by both Lend Lease shareholders and GPT unitholders, as well as various court and regulatory approvals.

GPT's Independent Directors regard our proposal as both serious and worthy of detailed consideration. Nevertheless, they are yet to conclude their detailed evaluation of the merger proposal and will advise the market of their considered opinion on the merits of the proposal in due course.

Next Steps

You need do nothing about the proposal at this time.

Full details of the merger proposal and all the information you will need, including details of the shareholder meeting to consider and vote on the proposal, will be provided in an Information Memorandum which we expect to send to you in August.

In conclusion, your Directors have worked to deliver a proposal which we consider fair to both groups of investors and which we believe is superior to the current outlook for each entity independently.

We will keep you informed as we progress our discussions with the independent Directors of GPT.

You should wait to receive the fully detailed Information Memorandum before making any decision regarding the proposal. However, if you have any questions in the interim, please phone the Shareholder Information Line, in Australia 1300 302 138, internationally +61 2 9240 7468, operating from 9am to 5pm AEST. Further information about the merger proposal, including the full announcement to the ASX, is available on the Lend Lease web site at www.lendlease.com.

Yours sincerely

DAVID CRAWFORD Chairman