GPT GROUP — Regulatory Filings 2004

May 23, 2004

General Property Trust Stock Exchange Announcement & Media Release

GPT RESPONSE TO LEND LEASE CORPORATION MERGER PROPOSAL

24 May 2004

The Board of GPT has received a proposal from Lend Lease Corporation ("Lend Lease") to merge the two groups. The Board considers that the proposal warrants detailed investigation.

Richard Longes (Chairman), Ross Taylor and Brian Norris are all non independent directors of GPT. They have declared their position and stood aside from any GPT Board consideration of this proposal.

For the purposes of evaluating the proposal on behalf of GPT unitholders, the Board of GPT will comprise the independent directors: Peter Joseph (Chairman), Malcolm Latham, Ken Moss and Elizabeth Nosworthy. The independent directors and the GPT management team have not participated in formulating the merger proposal to date.

The Board is conscious of the importance of ensuring the independence and integrity of the process by which it reviews and makes recommendations to GPT unitholders on the proposal. The Board has engaged Blake Dawson Waldron to provide it with advice regarding the governance processes required to ensure an independent evaluation of the proposal. The attachment to this announcement sets out in more detail the governance protocols established by the Board.

Macquarie Bank have been appointed as financial advisers to GPT and Allens Arthur Robinson have been appointed as legal advisers.

All unitholders will be informed of further developments as they arise. If the proposal proceeds to implementation, a detailed Information Memorandum will need to be prepared and dispatched to unitholders for their consideration at a special general meeting of unitholders. This is not likely to occur for a number of weeks.

Pending detailed consideration of the proposal, the Board advises unitholders to do nothing at this stage.

The trading halt will be lifted prior to commencement of trading on Tuesday 25 May 2004.

ENDS

Enquiries

For further information please contact:

Nic Lyons Chief Executive Officer General Property Trust (02) 9237 5816

Graeme Canning/Martin Debelle Cannings (02) 9252 0622

ATTACHMENT

Governance Protocols for Evaluation of Lend Lease/GPT Merger Proposal

The GPT Board

Richard Longes (Chairman), Ross Taylor and Brian Norris are all non independent directors of GPT. They have declared their position and stood aside from any Board considerations of the merger proposal.

Peter Joseph has been elected chairman of the GPT Board for the purpose of evaluating the proposal and making recommendations to GPT unitholders. The independent directors comprise:

Peter Joseph (Chairman) Malcolm Latham Ken Moss Elizabeth Nosworthy

Management

Nic Lyons (CEO) will focus on working with the Board to evaluate the proposal, assisted by the following designated members of the GPT management team:

Michael O'Brien (Fund Manager) Kieran Pryke (Chief Financial Officer) Donna Byrne (Investor Relations Manager) Michael Neilson (Legal Counsel & Company Secretary)

They will report to the independent directors during this process.

Michael O'Brien will focus on operational responsibility for GPT during this process, working with GPT's Portfolio Managers who remain wholly committed to delivering performance from the Trust's assets.

Advisers

The Board has appointed the following advisers to assist its evaluation of the proposal:

Financial Adviser:	Macquarie Bank
Legal Adviser:	Allens Arthur Robinson
Specialist Governance Advice:	Blake Dawson Waldron
Accounting Adviser:	PricewaterhouseCoopers
Communications:	Cannings