GPT GROUP — Annual Report 2005

Mar 29, 2005

2004 Full Annual Report General Property Trust & GPT Split Trust

Listed in 1971, General Property Trust (GPT) is one of the largest property trusts listed on the Australian Stock Exchange today. GPT's portfolio consists of over 50 quality properties across Australia, in the retail, office, hotel/tourism, industrial/business park and masterplanned urban communities sectors. GPT Management Limited is the Responsible Entity for General Property Trust and GPT Split Trust.

General Property Trust provides investors with exposure to a diverse range of quality assets across the retail, office, industrial, hotel and masterplanned urban communities sectors.

Contents

Ghairman s-Report	ک
Trust Review	5
GPT's Property Portfolio	ጸ
Five Year Performance History	11
Retail Portfolio	12.
Office Portfolio	22.
Hotel/Tourism Portfolio	28
Industrial/Business Park Portfolio	32.
Masterplanned Urban Communities Portfolio	38
GPT Major Tenants	40
Sustainability Report	42
Corporate Governance	45
People	52
GPT Split Trust Report	54
Investor Relations	55
Directors' Report	57
GPT Financial Report	66
GPT Split Trust Financial Report	103
Supplementary Information Directory	115

2004 FGHHOIS

• 7 Increase in distribution to 22.0 cents per unit for 2004.
• z Underlying earnings growth in excess of the targeted 3%.
• 7 Acquisitions which improve portfolio quality.
• z Successful completion of major expansions and developments.

GPT Annual Report 2004

2004 Unitholder Calendar

Distribution paid for quarter ended 31 December 2004 Meeting of Unitholders Distribution paid for quarter ended 31 March 2005 Unitholder tax advice for 2004/2005 financial year Distribution paid for quarter ended 30 June 2005 2005 Mid Year Report published. Distribution paid for quarter ended 30 September 2005. Distribution paid for quarter ended 31 December 2005. 2005 Annual Report published

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GPT Financial Summary

YEAR ENDED 31 DECEMBER	2003	2004	% CHANGE
Distributions
Cents per unit	21.2	22.0	3.8%
Tax advantaged component	45.5%	44.9%	(0.6%)
Net asset backing per unit	\$2.73	\$3.02	10.6%
Units in issue ('000s)	1,949,717	2,016,717	3.4%
Total assets	\$7,695.1m	\$9,097.0m	18.2%
Total liabilities	\$2,379.6m	\$3,003.6m	26.2%
Borrowings as % of total assets	27.6%	29.7%	2.1%
Unitholders' equity	\$5,315.5m	\$6,093.4m	14.6%
Unit price	\$2.99	\$3.74	25.1%

Chairman's Report

The last 18 months have been a period of many challenges for GPT and will prove extremely important for the long-term future of the Trust. I apologise that it has been such a drawn out process for reasons, as you are aware, that have been beyond our control. Your patience is greatly appreciated.

During 2004 the Board and management were charged with reviewing two separate proposals for GPT's future - a merger proposal by Lend Lease and a takeover offer made by Stockland. More recently, the Independent Directors of GPT have recommended an 'internalisation' of GPT in conjunction with a joint venture with Babcock & Brown, a global investment and advisory firm. This joint venture will represent no more than 15% of GPT's asset portfolio. To fund the joint venture a partial sale to Westfield of three retail assets is proposed. The joint venture fund will be managed jointly by GPT and Babcock & Brown. The rest of the GPT assets will continue to be independently managed by GPT.

This latter proposal, which will be presented for your approval in May, will enable GPT to become a truly independent entity, establish a growth platform on its own account and preserve a 'premium for control' for our Unitholders. In addition, the joint venture with Babcock & Brown will deliver an immediate uplift in earnings and growth. I reiterate that nothing happens without Unitholder approval.

On 20 May last year, Lend Lease put to GPT's Board a proposal to merge the two groups. Given Lend Lease's role as Responsible Entity and manager of GPT, on receiving this proposal the Board acted to ensure that only the Independent Directors (being Elizabeth Nosworthy, Ken Moss, Malcolm Latham and myself) considered the Lend Lease proposal. The Independent Directors appointed a governance adviser (Elizabeth Johnstone of the legal firm Blake Dawson Waldron) to protect the integrity of the process. In addition, your Independent Directors (supported by the non-Independent Directors, Richard Longes, Brian Norris and Ross Taylor) put in place a Governance Protocol to ensure that appropriate procedures were adhered to in the review of this proposal. The Independent Directors appointed independent advisers to assist them in their assessment. Following an extensive due diligence process in relation to Lend Lease's businesses and management, GPT's Independent Directors were unable to agree terms with Lend Lease and on 27 July the proposal was rejected.

Subsequent to this, extensive negotiations were undertaken and Lend Lease agreed to a range of changes to the proposed merger which addressed important financial and critical non-financial issues. As a result, the Board recommended the proposed merger, on revised terms, on 6 August 2004 and a Meeting of Unitholders was arranged to consider this proposal on 17 November 2004.

On 8 November 2004, Stockland advised that they wished to put a proposal to Unitholders to acquire all of the units in GPT. A Bidder's Statement in relation to this takeover offer would not be not available until after the 17 November Meeting of Unitholders and the offer was dependent on the proposed merger not proceeding. Although GPT's Independent Directors and the Independent Expert determined that the Stockland offer was not superior to the Lend Lease merger proposal, the proposed Lend Lease merger did not achieve the 75% majority required at the Meeting of Unitholders, and therefore the merger with Lend Lease did not proceed.

GPT's Independent Directors then had the task of responding to Stockland's takeover offer through a Target's Statement which was despatched in December 2004. As part of this process we continued to consider carefully the views of our owners as communicated to us. We determined that this offer was not in the best interests of GPT Unitholders. On 23 February 2005, Stockland announced that it would not extend its offer nor would it alter the terms of this offer. The offer had received acceptances representing less than 1% of the issued capital of GPT and lapsed on 4 March 2005.

During this extended process we, as independent Directors, received much feedback from our owners requesting that GPT consider other alternatives, and in particular many Unitholders expressed a strong preference for GPT to remain independent. This is something that the Independent Directors, GPT's management and GPT's advisers have taken very seriously and have spent considerable time reviewing in order to find an alternative that would maintain the quality of GPT's diversified portfolio, provide an independent GPT and deliver a stronger growth profile to ensure that GPT would continue to grow.

On 17 February 2005, GPT announced a proposal to internalise the management of the Trust and separately, to enter into a joint venture with Babcock & Brown. We believe this proposal addresses the desire of investors for a viable and independent GPT. GPT's high quality portfolio will continue to represent the majority of earnings and assets, with an opportunity for increased growth provided, as I have mentioned, by the allocation of up to 15% of GPT's asset portfolio to the joint venture with Babcock & Brown. The joint venture will invest in higher return activities such as investment and property development in Australia and Europe and funds management. It is proposed that 50% of GPT's interests in three retail assets will assist in funding GPT's investment in the higher return activities of the joint venture. The partial sale of assets (50% of Penrith Plaza, 50% of Woden Plaza and 25% of Sunshine Plaza) will realise \$744 million to achieve this.

3

Chairman's Report

This proposal will only be recommended by the Independent Directors subject to due diligence, the findings of the Independent Expert and no superior proposal emerging. GPT Director, Elizabeth Nosworthy has stood aside from any involvement in this proposal as she is also a Director of Babcock & Brown. All of the information in respect of this proposal will be presented in an Explanatory Memorandum which will be sent to you well in advance of the Meeting of Unitholders intended to be held in late May 2005.

It is important for me to acknowledge that throughout this incredibly difficult process, Lend Lease has respected and supported the independence and integrity of the processes undertaken by your independent Directors and their access to GPT management and quality external advisers.

While the events described above have been the focus of the Independent Directors during much of the past year, despite these challenges we have not lost sight of our responsibility to continue to drive outstanding results from the current business. I am therefore pleased to advise that we were able to deliver an increase in both distributions and earnings for our Unitholders. This lilustrates not only the quality of the substantial portfolio of assets built by GPT over more than 30 years but also the strength and commitment of the management team who continued to work diligently to deliver this performance over the year. Their character, courage and commitment during difficult times are laudatory in all respects and a great credit for the collective wellbeing of GPT.

GPT Unitholders received a distribution of 22.0 cents per unit for the 2004 calendar year, representing a 3.8% increase in distributions over 2003. Adjusted to remove the impact of the performance fee paid for the first half of 2004 and the costs associated with the proposed Lend Lease merger and Stockland takeover offer, earnings per unit increased by 3.1%, exceeding the target of 3% set by the Board and management. This represented a strong result, particularly from the Retail and Hotel/Tourism Portfolios, with the Office Portfolio demonstrating resilience in difficult conditions.

The quality of the portfolio was also improved with a number of acquisitions, including a unique suite of nature-based resorts in some of Australia's most attractive tourism locations and the completion of a number of developments, including the second National@Docklands building at Victoria Harbour and Quad 3 at Homebush Bay. Further evidence of the quality of the portfolio was provided with recent independent revaluations of the Trust's retail assets, which increased significantly in value, contributing to a substantial increase in net tangible assets per unit (NTA) to \$3.02. GPT's total return for the year to December 2004. was 33.6%, above the sector index return of 32%.

During the year a number of changes were made to the Board. Richard Longes and Ross Taylor stepped down from the Board in November 2004. Ross had been appointed to the Board in April 2004 as a representative of Lend Lease and has been replaced by Eric Goodwin, who joined the Board on 24 November 2004, also as a representative of Lend Lease. It is a pleasure to acknowledge and thank Richard Longes, who as Chairman or a Director of GPT for 18 years, made a most significant contribution to the growth and success of the Trust. Highly professional and focused, Richard demonstrated passionate commitment at all times. We wish him well. It was an honour for me to be appointed as Chairman on Richard's resignation. The experience of chairing the findependent Directors in their review of the Lend Lease and Stockland proposals and the formulation of an. alternative has been one which has given me an opportunity to spend valuable time with GPT's investors. Our job has been to listen, to consult and to discern on the various views of our investors and to act exclusively in your best interests.

In closing, we would like to thank all Unitholders for their patience and support over the past year - without doubt, the most momentous in the Trust's history. We have received many messages from investors providing their views and this input has been invaluable to the Board in our review of the alternatives proposed for GPT's future. It has been heartening to know these messages have been overwhelmingly positive. Thank you. I would fike to assure all Unitholders that as a Board we are passionately committed; firstly, to a GPT growth profile which will outperform our peers, secondly, to a risk profile which will not leave us overexposed in an economic downturn and, thirdly, to the highest standards of transparency and good governance.

We look forward to providing further information to Unitholders at the Meeting of Unitholders to be held in late May in Sydney.

Peter Joseph Chairman

GENERAL PROPERTY TRUST IS ONE OF THE LARGEST DIVERSIFIED PROPERTY TRUSTS IN AUSTRALIA AND PROVIDES INVESTORS WITH EXPOSURE TO A DIVERSE
RANGE OF QUALITY ASSETS ACROSS THE RETAIL, OFFICE, INDUSTRIAL, HOTEL AND MASTERPLANNED UFEAN GOMMUNITES SECTORS

GPT has built an exceptional portfolio of quality assets over more than 30 years. These assets provide investors with exposure to a diverse range of properties in each of the major markets and sectors. This provides stable and growing income for Unitholders through economic cycles.

During 2004, reflecting the performance of this portfolio and the benefit of active management, GPT delivered an increase in distributions of 3.8%. Adjusted to remove the impact of the performance fee and after the impact of one-offs (including profits on the sale of properties and the costs associated with the Lend Lease merger proposal and Stockland's takeover offer) earnings per unit increased by 3.1%. This continued a trend in growth in earnings per unit, driven by the strong underlying performance of GPT's property portfolio, for each of the past six years.

GPT's total return for 2004 (33.6%) reflected the quality and strength of GPT's earnings but was also impacted by speculation regarding GPT's future as a result of merger and acquisition activity. GPT's unit price rose from \$2.99 at 31 December 2003 to \$3.74 at 31 December 2004.

At the closing price of \$3.74 on 31 December 2004, GPT's distribution yield was 5.9%.

Going forward, GPT's core portfolio of quality assets is well positioned to continue to achieve consistent earnings growth, commensurate with the low-risk nature of these investments. At the same time, we have identified and secured opportunities to access future growth.

2004 Highlights

GPT has a diverse portfolio of quality assets that are performing well - they are highly capitalised and well managed, positioning us to optimise the earnings growth potential of the portfolio. We have, however, remained focused on identifying and pursuing opportunities that will continue the evolution of GPT in line with the changing demands of investors. Key to this approach is the active management of existing assets to maximise performance and the improvement of the portfoliothrough expansion and development.

Whilst the future of GPT has been uncertain over the year as a result of corporate activity, management has continued to focus on the long-term performance of the Trust. Major initiatives during the year included the acquisition of assets across the Hotel/Tourism, Retail, Office and Industrial/Business Park Portfolios and continued work on a range of developments.

Throughout 2004, the quality of the Trust's property portfolio was improved with the acquisition of assets and progress on developments of existing assets that will improve returns for investors and enhance their quality and investment performance. Overall, GPT's property assets increased, from \$7.6 billion to \$9.0 billion, largely as a result of significant increases in valuation across the Retail Portfolio and the impact of acquisitions and developments.

Acquisitions included:

• a suite of predominantly nature-based resorts from P&O Resorts;
• the third and final stage of the Darling Park Complex in Sydney;
• three additional assets in the Homebush Bay business park precinct, including the site for Quad 4;
• the second stage of the Fortitude Valley Homemaker City.

Other transactions undertaken over 2004 included:

• the unwinding of the Sunshine Plaza joint venture investment arrangement, providing GPT and its co-owner Australian Prime Property Fund Retail with entitlement to all of the income generated by the asset;
• the sale of two 'non-core' homemaker assets.

GPT continued to focus on maximising the potential of existing assets within the portfolio, with developments at a number of assets and masterplanning for a potential future development program of up to \$1 billion across the Retail Portfolio over the next five years.

The opportunity to increase the quality of, and returns from, existing assets, is an attractive investment proposition due to detailed knowledge of the assets and their markets. A number of developments are either underway or progressing. These include:

• The major redevelopment of Melbourne Central's retail centre which was largely complete in December 2004.
• The \$200 million (GPT's share \$100 million) expansion of Macarthur Square and the expansion of Penrith Plaza (at a cost of approximately \$140 million), which commenced during 2004.

Trust Review

• The Rouse Hill Regional Centre, which includes a \$350 million Town Centre. The masterplan for the development was approved in March 2004 and a development application has now been submitted for the Town Centre.
• The second of the two National Buildings at Victoria Harbour in Melbourne which was completed in May 2004. Refurbishment works were also finalised at Australia Square in Sydney and Melbourne Central.
• Quad 3, part of the Quad Business Park at Homebush Bay, was completed in June.

These developments represent opportunities to achieve a higher level of return for Unitholders.

Opportunities to grow the Trust's earnings will continue to be reviewed in relation to their ability to achieve strong long-term risk-adjusted returns for Unitholders. Identifying new opportunities for increased growth and generating growth from the Trust's existing quality assets will continue to be a major focus of GPT's activities.

Further information in relation to these activities is contained in the individual portfolio reports on pages 12 to 39 of this Report.

Investment Performance

Net Operating Income

GPT's net operating income for the year to December 2004 was up over 5% (before one-off items) on the previous year as a result of income growth across all portfolios. The acquisitions and developments undertaken over the last 18 months also contributed to this strong performance.

Distribution and Underlying Earnings

The distribution for 2004, of 22.0 cents per unit, represented a 3.8% increase on the distribution for 2003 of 21.2 cents per unit. Adjusted to remove the impact of one-off items (including costs associated with the Lend Lease merger and Stockland takeover as well as the impact of the performance fee), underlying earnings growth exceeded the growth target of 3%.

	2000	2001	2002	2003	2004
Distribution
(cents per unit)	19.3	19.7	20.4	21.2	22 O
Underlying
earnings growth*	2.3%	2.1%	3.6%	3.1%	3.1%

Excludes the impact of the change in the Responsible Entity's fee, profit on the sale of properties and costs associated with the Lend Lease merger proposal and Stockland takeover offer.

As the table above shows, underlying earnings per unit improved over each of the last five years, demonstrating consistent growth from GPT's quality property assets.

The fundamentals that underpin and drive GPT's earnings remain secure. Retained earnings of \$8.6 million at the close of 2004 provide the ability to smooth volatility in future earnings.

Total Return

GPT's accumulation return for the 12 months ended 31 December 2004 was 33.6% (compared to the S&P/ASX 200 Property Accumulation Index return of 32.0%).

Net Tangible Assets (NTA)

GPT's NTA per unit is currently \$3.02, an increase of 29 cents on the NTA of \$2.73 at the close of 2003. This significant increase was largely the result of the revaluation of the majority of GPT's shopping centres, which demonstrated strong increases in value.

Fee Structure

A new fee structure was introduced in 2003. This fee structure reduced the base fee paid to Lend Lease and introduced a performance component.

Effective 1 January 2003, the base management fee payable by GPT was reduced (from 0.55% to 0.40% (per annum) of grossassets). Each six months, the performance fee component is 5% of GPT's out-performance compared to the S&P/ASX 200 Property Accumulation Index. The total fee payable each six months is capped at 0.275% of the gross assets of the Trust. The performance fee is only payable to the extent that earnings per unit do not fall below earnings per unit in the previous six month period. For the year ended December 2004, a performance fee of \$3.5 million was paid in respect of the June 2004 half. No performance fee was payable in respect of the six months to December 2004 as the impact of one-off items meant that headline earnings per unit were below those reported for the previous period.

Capital Management

As property trusts distribute nearly all of their income, they are required to regularly raise capital in order to maintain existing assets to meet tenant and customer needs, optimise investment returns and finance new acquisitions. Therefore, the strength of GPT's balance sheet and a strong credit rating are important to the long-term investment performance of the Trust.

A private placement of 67 million units was undertaken in April 2004, raising \$203 million. The units were issued at a small discount to the market price.

GPT concluded 2004 with borrowings of \$2,699 million, or 29.7% of total assets. This level remains below the maximum borrowing limit of 40% approved by Unitholders in April 2002, and below the LPT sector average of 37.3%.

During 2004, GPT maintained its A+ long-term credit rating and A-1 short-term local-currency credit rating from Standard & Poor's, but was placed on credit watch as a result of the Lend Lease merger proposal and Stockland takeover offer. These ratings remain the highest of any Australian listed property trust and are reflected in the weighted average interest rate of current borrowings, at 6.09% (after fees and margins).

GPT Management remains committed to an active financing strategy to maximise the strength of the Trust's balance sheet and manage risk, particularly interest rate exposure. At 31 December 2004 only 7% of the Trust's borrowings were exposed to floating interest rates. Maintaining a prudent level of debt with a spread of maturity dates is important to preserve GPT's funding flexibility.

Disclosure and Communication

GPT is committed to maintaining a high level of disclosure and constantly reviews all methods of communication to ensure Unitholders are kept informed of all aspects of their investment. During 2004, regular mailings were supplemented with additional mailings to ensure Unitholders were aware of developments in relation to the merger proposed by Lend Lease and the takeover bid by Stockland.

GPT's website (www.gpt.com.au) is a popular means of communicating with investors. The site is comprehensively updated every six months, in line with the announcement of GPT's Annual and Mid Year Results. All Australian Stock Exchange (ASX) announcements are posted to the site on receipt of confirmation from ASX, ensuring that Unitholders accessing the site receive accurate and timely information.

Visitors to the site are able to register to receive email notification of ASX announcements and other updates available in the News section of the website.

The site also includes information about each of the Trust's assets, GPT's investment performance, quarterly distributions and GPT's unit price. Copies of GPT's most recent reports can be downloaded from the site.

Outlook

Over 2005, we will continue to focus on opportunities to deliver GPT Unitholders with performance and value. Ongoing intensive management and prudent expansion and development are coreto the approach taken in delivering growth in income and security of returns from GPT's core portfolio of quality assets.

With exposure to five major property sectors, GPT offers a truly diversified property exposure and access to a range of highquality assets across Australia. This core portfolio places GPT in a strong position to continue to deliver consistent returns to investors, and forms a solid base for the continued evolution of the Trust in line with a dynamic sector.

miled 2

Nic Lyons Chief Executive Officer

Michael O'Brien Fund Manager

In the remainder of this Report, you will find information on:

• GPT's five property portfolios (pages 12 to 39);
• GPT's approach to sustainability (pages 42 to 44);
• GPT's corporate governance practices (page 45);
• The people who manage GPT (pages 52 to 53);
• Investor relations activities (page 55);
• GPT Split Trust (page 54).

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Carlingford Court
Forestway Shopping Centre
Macarthur Square
Peorith Piaza
Homemaker City Bankstown
Homemaker City Castle Hill
Australia Square
Citigrasp Centre
Darling Park
179 Elizabeth Street
1 Farrer Place
HS8C Centre
MLC Centre
Four Points by Sheraton Hotel
15 Berry Street, Gramville
19 Berry Street, Cranville
7 Figtree Drive, Homebush Bay
11 Grand Avenue, Camellia
2-4 Harvey Road, Kings Park
8 Herb Elliott Ave, Homebush Bay
7 Parkview Drive, Homebush Bay
Quad Business Park
Rouse Hil

Erina Fair	畾
Newcastle
Charlestown Square	G
Wollongong
Wollongong Central	鸕
VICTORIA
Melbourne
Chirnede Park	酃
Dandenong Plaza	Ô
Parkmore Shopping Centre	畾
Homemaker City Epping	巒
Homemaker City Maribyrnong	œ
Homemaker City Mocrabbin	ø
530 Collins & 120 King Streets	V.
Melhoume Central	徐鼎
National@Docklands	鹨
Austrak Business Park	40
Citiwesh Industrial Estate	猴

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Homemaker City Aspley	o
Homemaker City Cannon Hill	œ
Homemaker City Fortitude Valley.	6
Homemaker City Jindalee	ø
Homemaker City Mt Gravalt	0
Homemaker City Underwood	o
Hornemaker City Windsor	õ
Brishane Transit Centre	《图
Siverside Centre	纂
Cape Tribulation
Cape Tribulation Resorts	Θ
Maroochydore Sunshine Plaza	雨
Twin Wafrers Resort	G
Sedarra Island	Ω
Brampton Island	Ø
Dunk tsland	Ø
Herco Island	۰
Eizard Island	O.
Silky Oaks Lodge	Ø
Wilson Island	۵
Wrotham Park Station	0

NORTHERN TERRITORY Darwin
Casuarina Square	Ø
Yulara Ayers Rock Resort	ω
AUSTRALIAN CAPITAL TERRITORY
Canberra Woden Plaza 10 & 12 Mort Street	⋒ 稔
WESTERN AUSTRALIA Perth Floreat Forum
TASMANIA Gradie Mountain Lodge	dá

GPT NOW OWNS \$9.0 BILLION OF RETAIL, OFFICE, INDUSTRIAL/BUSINESS PARK, THROUGHOUT HOTEL/TOURISM AND MASTERPLANNED URBAN COMMUNITIES ASSETS THROUGHOUT

GPT's Property Portfolio

NATIONAL@DOCKLANDS, MELBOURNE, VIC

Value Breakdown by Portfolio

Investment Value by State

Income Breakdown by Portfolio

Five Year Performance Summary

* Excludes \$16.5 million in costs associated with the Lend Lease merger proposal and Stockland takeover offer.

YEAR ENDED 31 DECEMBER		2000	2001	2002	2003	2004
Total assets	m	\$5,467.6	\$6,343.8	\$6,696.0	\$7,695.1	\$9,097.0
Total liabilities	m	\$944.0	\$1,505.1	\$1,623.0	\$2,379.6	\$3,003.6
Net assets	m	\$4,523.6	\$4,838.7	\$5,073.6	\$5,315.5	\$6,093.4
Net operating income	m	\$317.0	\$364.4	\$386.1	\$420.2	\$442.0
Units in issue	(000)	1,754,923	1,867,055	1,949,717	1,949,717	2,016,717
Distribution per unit	cents	19.3	19.7	20.4	21.2	22.0
Earnings per unit	cents	19.3	19.7	20.4	21.6	21.3
Underlying earnings growth*	%	2.3%	2.1%	3.6%	3.1%	3.1%
Borrowings as % of total assets		13.9%	20.1%	20.3%	27.6%	29.7%
Net asset backing per unit		\$2.53	\$2.58	\$2.60	\$2.73	\$3.02
Closing market price at 31 December		\$2.77	\$2.83	\$2.97	\$2.99	\$3.74
GPT one year return		20.1%	9.9%	12.8%	8.2%	33.6%
LPT Index one year return		17.8%	15.0%	11.8%	8.8%	32.0%
All Ordinaries one year return		3.6%	10.1%	$-8.1%$	15.9%	27.6%

Adjusted to remove the impact of the change in fee structure in 2003, profits on the sale of properties and costs associated with the Lend Lease merger proposal and the Stockland takeover offer.

Retail Portfolio

MELBOURNE CENTRAL, MELBOURNE, VIC

GPT's \$4.7 billion Retail Portfolio consists of 790,000 sqm of regional, sub-regional and community shopping centres and 186,000 sqm of Homemaker centres. During 2004, over 139 million customer visits were recorded at GPT's shopping centres, and sales totalled \$4 billion.

GPT has a high quality Retail Portfolio which includes some of the most productive regional assets in Australia, located in some of Australia's strongest population growth corridors. The strength of the Portfolio is illustrated by its high level of occupancy, with over 99% of the space in GPT's shopping centres occupied, demonstrating the strong demand for space in GPT's centres.

Over 2004, this quality was reflected in strong increases in valuations across the Portfolio, with an increase of \$612.5 million. to reserves contributed by the revaluation of 13 of GPT's shopping centres in the six months to December 2004.

The Portfolio of shopping centres benefits from a reasonable level of occupancy costs (rent and outgoings as a percentage of a retailer's sales turnover), providing a sound basis for rental growth.

During 2004, the Retail Portfolio continued to focus on two key areas for growth - successful development and expansion of the Portfolio to maximise long-term earnings growth and management of existing assets to deliver continuous improvements in performance. Major works were completed and progressed and planning for the next phase of developments continued at a number of existing shopping centres across the Portfolio. Developments substantially

complete at Melbourne Central and underway at Penrith Plaza and Macarthur Square (both in NSW) will generate additional market share and have the potential to provide stronger growth from these assets.

Comprehensive information about each of GPT's shopping centres and Homemaker assets is contained on pages 16 to $21.$

Performance

Income

During 2004, the Portfolio benefited from both strong increases in sales, driven by a robust retailing environment and intensive management of the Portfolio. As a result, income grew by 8%.

Key contributors to this increased income were:

• solid increases in rents across GPT's retail and Homemaker centres:
• the first full year of income from the \$106 million (GPT's 50% share) Erina Fair development, which was complete in November 2003 and delivered a first year yield of 8.5%;
• three months of full income from Sunshine Plaza following the unwinding of the Joint Venture Investment Arrangement in September 2004. This gave GPT full entitlement to its 50% share of income from the Centre.

THE RETAIL PORTFOLIO'S MISSION IS TO "DELIVER OPTIMUM SUSTAINABLE INVESTMENT PERFORMANCE THROUGH CREATING AND CUSTOMISING HEMILBY ERIENCES

Retail Portfolio

Portfolio Value (by State)

Retail Portfolio Classification of Retail Assets (by value)

Retail Sales

Strong sales growth was achieved across the Portfolio, in 2004, demonstrating the attractiveness of GPT's quality retail assets.

Sales productivity (sales per square metre) across GPT's shopping centres remains high, with GPT's regional centres. trading approximately 8% above industry benchmarks. Acrossthe large-scale regional centres, specialty shop sales per square metre averaged \$9,355 sqm. Total centre sales across the Portfolio increased by 4.4% and specialty sales by 6.4% on a per square metre basis in the year to December 2004.

The majority of GPT's shopping centres have sales productivity above industry averages and reasonable occupancy costs (retailers' cost of rent as a percentage of their sales turnover), indicating potential for future rental growth. More importantly, this indicates the potential of the Portfolio to expand assets to meet retail demand.

Valuations

Valuations across the Retail Portfolio in the second half of 2004 contributed a net \$612.5 million to reserves. Major increases were shown on previous valuations at all assets, reflecting the quality of GPT's assets and the strength of the retail investment market. In total, two Homemaker City centres and 14 shopping centres were valued during 2004.

Key Activities

Significant opportunities exist to improve the growth profile of the Retail Portfolio through an ongoing review of the assets which comprise the Portfolio, identification of potential returnenhancing acquisitions and a focus on the management and development of existing assets.

Expansion and development

A key benefit of owning quality retail assets is the ability to continue to remix and redevelop those assets to meet the ongoing needs of their trade area, thereby delivering continued improvements in sales performance and investment returns.

GPT has high quality retail assets. The vast majority of the assets are not only trading strongly, they are also the principal retail facilities in strongly growing trade areas. Opportunities to expand assets to take advantage of under-serviced demand therefore exist throughout the Portfolio.

The retail skills and experience applied to GPT's retail assets, from research through to retail management, design, development and construction, contribute to a process which is focused on managing retail centres to optimise sales performance and investor returns.

Across the Retail Portfolio, a range of developments were completed and progressed during 2004. These included the substantial completion of the major redevelopment of Melbourne Central and commencement of major expansions of Penrith Plaza and Macarthur Square.

Retail Portfolio

SUNSHINE PLAZA, MAROOCHYDORE, QLD

These projects are a key driver of future growth and form part of a pipeline of current and future projects with a potential value of \$1 billion over the next five years which will build on the success of projects completed in recent years.

Recent projects include:

• The Riverwalk Precinct and Plaza Parade at Sunshine $\bar{\phantom{a}}$ Plaza, Maroochydore and the major redevelopment of Floreat Forum in Perth.
• A major expansion of Erina Fair on the NSW Central Coast (GPT's 50% share at a cost of \$106 million), which opened ahead of schedule in November 2003. The expansionincluded a new specialty food precinct anchored by a Coles Supermarket, a new leisure and homewares precinct, and a Town Square surrounded by leisure and community facilities, including cinemas and restaurants. The development delivered a year-1 yield of 8.5%. Sales results have been strong, with total centre sales up 21.6%, at \$520.1 million for the year to December 2004. The success of the development was also reflected in a recent valuation of the Centre that added over \$50 million. to net revaluation reserves.

A \$260 million redevelopment of Melbourne Central's retail space was largely complete in December 2004. The redeveloped Centre includes an innovative retail mix with many retailers opening their first Australian stores in the Centre and improved connections with the surrounding CBD. All but the

Level 3 entertainment precinct, which was damaged by a fire that has delayed works, is now complete. Retailers include Armani Exchange, Peter Alexander, Tommy Hilfiger and G Star. The Centre also incorporates a number of larger scale retail outlets, including Coles Express Supermarket, Bayswiss, Borders and Freedom. Level 3 of the Centre, which comprises the entertainment and leisure precinct and includes a state-of-the-art Hoyts cinema, is due to be complete in mid-2005.

During 2004, significant progress was made on the next developments for the Portfolio. These developments include:

• Macarthur Square, where an expansion of the Centre on adjacent land, at a cost of \$200 million (GPT share \$100 million) commenced in September 2004. The works include the addition of 30,000 sqm of retail space, including the expansion of leisure, entertainment and community facilities. The expansion will improve the appeal of the Centre to a fast growing population. The majority of the Centre is due to be complete at the end of 2005, with the final stage due to open in early 2006.
• The \$140 million expansion of Penrith Plaza during 2004. The expansion, which will extend the Centre onto the Riley Square site, includes the addition of approximately 16,500 sqm of core retail space and will consolidate Penrith Plaza's position as the leading retail destination in the region. The development is anticipated to be complete at the end of 2005.

The approximately \$350 million Town Centre which forms part of the \$1 billion Rouse Hill Regional Centre in NSW. Following approval of the masterplan for the entire site, plans for the retail Town Centre were submitted in January 2005. Pending authority approvals, it is anticipated that this greenfield development, one of the last remaining regional retail sites in NSW, will be complete in 2007.

Research and planning for the future evolution of Wollongong Central, Charlestown Square, Chirnside Park and Sunshine Plaza is currently underway.

These projects will help to maintain the appeal of GPT's quality retail centres and deliver ongoing improvements in returns to Unitholders.

Homemaker Portfolio

During 2004, the Homemaker Portfolio was remixed with the sale of two smaller non-core assets and the expansion and upgrade of existing assets.

The IKEA Building at Prospect in NSW and Homemaker City at Springwood in Queensland were sold in November 2004. Both assets were acquired through the acquisition of the Homemaker Retail Group in November 2001 and were considered 'non-core' assets to be sold at an appropriate time.

The scale and quality of the Homemaker Portfolio was increased with the acquisition of the second stage of the Fortitude Valley Homemaker City in Brisbane in March 2004. The second stage consists of 16,000 sqm of bulky goods retail space and includes Nick Scali Furniture, Capt'n Snooze, Oz Design and Barbeques Galore as major tenants. Combined with the first stage of the Centre, Fortitude Valley Homemaker City will consist of 29,000 sqm of retail space and parking for 680 cars.

An \$8 million remix of Homemaker City Aspley (Old) was completed in November 2004.

At 31 December 2004, the Homemaker Portfolio consisted of a total of 12 centres with a value of \$449.6 million and represented approximately 10% of the total Retail Portfolio (by value).

Outlook

The outlook for retail sales is positive but expected to moderate over 2005. Economic fundamentals remain supportive with strong growth in household disposable income and employment reflected in buovant consumer confidence. However, the high level of private consumption growth evident across 2004 is likely to slow in 2005.

The sustainable level of occupancy costs across GPT's shopping centres and strong trading results provides management with opportunities to continue to growincome. The Retail Portfolio will also benefit in 2005 from the completion of the Melbourne Central development. The significant development program underway which includes projects due to be completed at the end of 2005. and in 2006, planned future developments and opportunities in the Homemaker Portfolio will underpin further earnings. growth for Unitholders.

Retail Portfolio

CARLINGFORD COURT

Carlingford Court is focated
approximately 20 kifornetres north-west
of the Sydney CBD. The Centre has a department store, discount department store, two supermarkets, and health club. The Centre is convenience focused, with a strong social and neighbourhood feel.

Casuarina Square is the premier
shopping destination of Darwin and the Northern Territory. The Centre includes a seven-screen cinema complex that provides a powerful entertainment. component to complement an
extensive retail offer which includes two discount department stores and two supermarkets.

CASUARINA SQUARE*

CHARLESTOWN SQUARE

Charlestown Square, located in the
Newcastle region of NSW, is one of the most productive regional centres in Australia. The unique offer of Charlestown Square includes the only Myer department store in the Hunter region, two discount department stores. and two supermarkets.

Key information

Location	Sydney, NSW		Darwin, NT		Newcastle, NSW
Acquired	.Jul 1996.		Oct 1973		"Dec 1977
GPT ownership	100%		100%		100%
Co-owner
Gross lettable area	Retail	29,100 sam	Retail	50,700 som	Retail	48,600 sam
	Office	200 sam	Office	1.400 som	Office	1,400 sam
	Other (health club)	3.700 som	Other fservice station)	500 sam	Other (service station)	500 sam
	Tota£	33,000 sam	Total	52,600 sam	Total	50,500 sam
Car parking spaces	1,400		2,400		2,600
Annual sales turnover	\$157.2m		\$265.3m		\$286.8m
Sales turnover (per sqm)	Specialties	\$7,706	Specialties	**\$8,401	Specialties	\$10,347
	Totaí centre	\$5,756	Total centre	**\$5,641	Total centre	\$6,539
Occupancy costs	Specialties	14.9%	Specialties	**13.4%	Soecialties	14.5%
	Totaí centre i	8.6%	Total centre	** 9.7%	Total centre	9.4%
Net income to GPT	\$11.8m		\$21.4m		\$23.7m
GPT book value	\$158.0m		\$330.0m		\$397.8m
Valuation	\$158.0m		\$330.0m		"\$385.0m
Valuation date	31 Dec 2004		31 Dec 2004		1131 Dec 2004
Valuation method	1. 10 year dof at 9.50% using terminal.		1. 10 year dof at 9.75% using terminal		111, 10 year dof at 9.00% using terminal
	cap rate of 7.25%		cap rate of 7.00%		cap rate of 6.25%
	2. Current cap rate of 7.25%		2. Current cap rate of 6.50%.		"2. Current cap rate of 6.00%
Occupancy	Retail	100%	Retail	99%	Retail	100%
			Office	40%	Office	80%
Number of specialty stores	104		172		179
Tenzot distribution	% GLA (Retail)		% GLA (Retail)		% GLA (Retail)

CHIRNSIDE PARK

Chimside Park is a sub-regional
shopping centre situated in Chimside Park, north-east of Melbourne. The Centre, which incorporates two discount department stores and three supermarkets, provides the best convenience offer in the north-eastern
region of Melbourne. The Centre is also complemented by an eight-screen. cinerna complex that provides a strong entertairment offer.

DANDENONG PLAZA

Located in south-east Melbourne, Danderlong Plaza opened in July 1995 following its redevelopment. K-mart was added to the Centre in 1997, enhancing a broad offering of major retailers which includes a Myer department store and a 10-screen cinema complex.

ERINA FAIR

Eocated on the NSW Central Coast near Gosford, Erina Fair is situated in one of the fastest growing regions in Australia and is one of Australia's most productive retail centres. The Centre's innovative campus style includes
over 300 specialty shops, bulk retail,
lifestyle and restaurant precincts, a substantial Town Square precinct and an eight-screen cinema complex. A major expansion was completed in November 2003 and has consolidated the Centre's position as the leading
retail and leisure destination on the Central Coast.

Melbourne, VIC		Melbourne, ViC		Central Coast, NSW
Jul 1996		Dec 1993		Jun 1992
100%		100%		50%
				APPF Retail
Retail	36,800 sqm	Retail	62,900 sqm.	Retail	96,000 sqm
Other (service station)	1,000 sqm	Other (car wash)	400 sam	'Other	12,400 sqm
Total	37,800 sqm	Total	63,300 sqm	Total	108,400 sqm
2.100		3.200		4,600
\$202.6m		\$207.6m		\$520.1m
Specialties	\$8,094	Specialties	\$6,151	Specialties	\$6,925
Total centre	\$8,374	Totaí centre	\$3,514	Total centre	\$5,464
Specialties	13.2%	Specialties	15.8%	Specialties	18.1%
Total centre	6.2%	Totaí centre	10.9%	Total centre	10.1%
\$11.5m		\$17.0m		\$22.3m
\$166.0m		\$206.3m		\$387.7m
\$166.0m		\$205.0m		"\$387.7m
31 Dec 2004		30 Sep 2003		31 Dec 2004
1. 10 year dof at 9.50% using terminal		1. 10 year dof at 10.00% using terminal		1. 10 year dof at 9.00% using terminal
cap rate of 7.25%		cap rate of 8.75%		cap rate of 6.25%
	2. Current cap rate of 6.75% 2. Current cap rate of 8.00%.			2. Current cap rate of 6,00%
Retail	98%	Retail	99%	Retail	99%
116		173		318

% GLA (Retail)

• 么
• W. Supermarket

% GLA (Retail)

• Cinemas
• 國 National specialty
• Other specialty

• 瓥 Discount department store
• 瞬 Supermarket

% GLA (Retail)

• 猻 Cinemas
• 鑿 National specialty
• ▩ Other specialty
• Car wash, health club, ice rink Inductes adjoining land

※ National specialty

國 Other specialty

Retail Portfolio

FLOREAT FORUM

Florest Forum is situated in the suburbof Floreat, approximately six kilometres
west of the Perth CBD. The Centre's focus is on convenience shopping with two supermarkets as major tenants. was subsequences as riaging redevelopment of the Centre
which included the expansion of both
supermarkets, specialty remixing, the
addition of a health ciub, additional car parking and a new Town Square precinct incorporating restaurant and homeware outlets, was completed in 2003.

FORESTWAY SHOPPING CENTRE

Forestway Shopping Centre is a
convenience-based shopping centre situated in the suburb of Frenchs structure statements
forest, approximately 15 kilometres
north of the Sydney GBD. A minor
upgrade of the Centre was completed
in 2004. The Centre comprises
Woolworths and Franklins supermarkets and approximately 40 specialty stores.

MACARTHUR SQUARE

:
Macarthur Square is located in
Campbelltown, 50 kilometres south-west of the Sydney CBD, in an area of strong population growth. The Centre is the only regional centre in its trade area and enjoys a strong
trading position. A major expansion of
the Centre, which will further expand the retail and lesure ofter, commenced in 2004 and will be largely complete at the end of 2005.

Location	Perth, WA		Sydney, NSW		Sydney, NSW
Acquired	Ud 1996		Jul 1996		Dec 1999
GPT ownership	100%		100%		50%
Co-owner					APPF Retail
Gross lettable area	Retail	17,200 sqm	Retail	8,100 sqm	Retail	58,000 sqm
	*Other	2.100 som	Office	800 som	Office	500 sqm
	Total	19,300 sam.	Other (service station)	600 sam	*Other	4,300 sqm
			Total	9,500 som	Total	62,800 sqm
Car parking spaces	900		400		2.600
Annual sales turnover	\$93.4m		\$68.5m		\$307.7m
Sales turnover (per sqm)	Specialties	\$4,867	Specialties	\$8.123	Soecialties	\$9.524
	Total centre	\$6,306	Total centre	\$10.117	Total centre	\$5,179
Occupancy costs	Specialties	15.1%	Specialties	12.9%	Specialties	14.0%
	Totaí centre	8.2%	Total centre	7.3%	Total centre	9.4%
Net income to GPT	\$7.5m		\$4.4m		\$11.6 m
GPT book value	\$95.7m		\$64.1m		\$233.9m
Valuation	\$95.0m		\$64.0m		\$233.9m
Valuation date	31 Mar 2004		30 Sep 2004		31 Dec 2004
Valuation method		1. 10 year det at 10.25% using terminal		1. 10 year dof at 9.75% using terminal		1. 10 year dof at 9.00% using terminal
	cap rate of 8.00%		cap rate of 7.75%		cap rate of 6,00%
	2. Current cap rate of 7.75%		2. Current cap rate of 7,50%		2. Current cap rate of 5.75%
Occupancy	Retail	95%	Retail	100%	Retail	100%
Number of specialty stores	96		ĜĜ.		172
Tenzat distribution	% GLA (Retail)		% GLA (Retail)		% GLA (Retail)

MELBOURNE CENTRAL

Melbourne Central is a landmark office and retail property is the Melbourne CBD. A major redevelopment of the retail component was largely complete in December 2004. The development provides a retail and lifestyle concept
that transforms an inward facing
shopping centre into an urban retail experience and incorporates some of the distinctive characteristics of Melbourne. The Level 3 entertainment preciact, which includes a 12-screen cinema complex, will be complete in mid 2005. For information on the office component of Melbourne Central, refer to p26.

PARKMORE SHOPPING CENTRE

partent in the Service
Parkmore Shopping Centre is located
approximately 30 kilometres south-east of the Melbourne CSD, in the suburb of Keysborough. Parkmore is a convenience-based shopping centre with a particularly strong food
component, with two supermarkets
and two discount department stores as major tenants.

PENRITH PLAZA*

Penráh Plaza is a regional shopping
centre located in the heart of Penrith, just one hour's drive west of the Sydney .
CBD. The Centre includes a Myer department store, two discount department stores, a 10-screen cinema
complex and two supermarkets.
A major expansion of Penrith Plaza is currently underway. The expansion, which extends the Centre across the existing Riley Square site, will be completed in two stages, with the first stage due to open at the end of 2005.

Melbourne, VIC		Melbourne, ViC		Sydney, NSW
May 1999		Jul 1996		Penräh Plaza	Jun 1971
				Riley Square	Jun 1994
				Borec House	Jul 2002
100%		100%		100%
Retail	56,000 sqm	Retail	36,300 sqm	Retail	69,500 sqm
Total	56,000 sqm	Total	36,300 sqm	Office	5,700 sqm
				Other (hotel, carwash)	$2,300$ sqm
				Total	77,500 sqm
1,600		2,600		3,300
*\$83.2m		\$171.3m		\$430.1m
Specialties	185,484	Specialties	\$5,991	Specialties	**\$11,665
Total centre	1\$4,661	Totaí centre	\$5,132	Total centre	**\$6.598
Specialties	119.7%	Specialties	14.2%	Specialties	**14.5%
Total centre	*18.9%	Totaí centre	7.3%	Total centre	119.7%
**\$19.0m		\$10.0m		\$37.7m
\$715.7m		\$145.0m		\$704.9m
\$677.4m		\$145.0m		Penräh Plaza	\$672.8m
				Riley Square	\$15.3m
30 Sep 2004		31 Dec 2004		Penräh Plaza	31 Dec 2004
				Riley Square	30 Sep 2003
	**1. 10 year def at 9.50% using terminal	1. 10 year dof at 9.50% using terminal		cap rate of 6,00%	11. 10 year dof at 9.00% using terminal
	cap rate of 7.50%		cap rate of 7.50%
**2. Current cap rate of 7.00%		2. Current cap rate of 7.00%		"2. Current cap rate of 5.75%
Retail	97%	Retail	97%	Retail	98%
				Office	39%
**313		122		219
% GLA (Retail)		% GLA (Retail)		% GLA (Retail)

Pervith Plaza only.

$\lambda$

Retail Portfolio

SUNSHINE PLAZA*

Sunshine Plaza is located in Maroochydore, Queensland and the Centre's unique Riverwalk area reflects the relaxed outdoor lifestyle of Queensland's Sunshine Coast. A major expansion, which included the addition of a Wockworths supermarket, new
convenience-based specialties, a new leisure and restaurant precinct and the expansion of the cinemas from six to 12 screens to complement the Centre's leisure and lifestyle offer, was completed in 2002.

WODEN PLAZA*

Woden Plaza is the dominant shopping centre in the Woden Valley of Canberra. An extensive redevelopment was completed in November 1999, and a further expansion including an eight-screen cinema complex was completed in Jane 2001, in May 2002,
Dick Smith Powerhouse was added to the Centre, adjacent to the cinema complex.

WOLLONGONG CENTRAL

Wollongong Central is located in the
CBD of Wollongong, Australia's ninth largest city, which is approximately 90 kilometres south of Sydney. The Centre includes a Myer department store, David Jones homewares store, supermarket, health club and more
than 140 specially shops.

Key information

Location	Maroochydore, QLD		Canberra, ACT		Wollongong, NSW
Acquired	1992 1992		"Feb 1986		Crown Central	Jul 1996
					Gateway	Oct 1998
GPT ownership	50%		100%		100%
$Co-osner$	APPF Retail
Gross lettable area	Retail	70,600 sqm	Retail	64,500 sqm	Retail	32,900 sam
	Office	1,200 sqm	Office	6,300 sam	Office	3,400 sqm
	Other (tavern)	700 sqm	Other (health club)	700 sam	Other (health club)	2,600 sam
	Totai:	72,500 sam.	Total	71,500 scm	Total	38,900 sam
Car parking spaces	3,500		2.700		1.500
Annual sales turnover	\$407.6m		\$381.8m		\$161.6m
Sales turnover (per sqm)	Specialties	1189,582	Specialties	**\$8,925	Specialties	\$8,454
	Totaí centre	1186,600	Total centre:	**\$6.381	Total centre	\$5,187
Occupancy costs	Specialties	114.3%	Specialties	**14.2%	Specialties	13.6%
	Totaí centre	**8.9%	Total centre	**8.5%	Total centre	10.2%
Net hicome to GPT	***\$11.2m		'\$30.7m		\$13.8m
GPT book value	\$281.8m		'\$484.0m		\$200.7m
Valuation	****\$264.75m		"\$470.0m		\$195.0m
Valuation date	31 Dec 2004		**31 Dec 2004		31 Dec 2004
Valuation method	****1, 10 year dof at 9.00% using		11. 10 year dof at 9.00% using terminal		1. 10 year dof at 9.50% using terminal
	terminal cap rate of 6,00%.		cap rate of 6,50%		cap rate of 7.50%
	14112. Current cap rate of 6,00%.		"2. Current cap rate of 6,25%		2. Current cap rate of 7,00%.
Occupancy	Retail	100%	Retail	100%	Retail	99%
	Office	100%	Office	80%	Office	96%
Number of specialty stores	258		227		146
Tensat distribution	% GLA (Retail)		% GLA (Retail)		% GLA (Retail)

www.sunshineplaza.com

HOMEMAKER CITY PORTFOLIO

The Homemaker City Portfolio consists of 12 Homemaker centres located in south-east Queensland, Melbourne and
Sydney. The assets are valued at over \$400 million and have high occupancy levels (currently 96%). Major retail Bedding (15%).

------------
Major retailers include Harvey Norman, Freedom Furniture, Dick Smith Powerhouse, Barbeques Galore, IKEA and
Forty Winks. The top 10 national retailers in the portfolio account for 39% of GLA.

Centre name	$S$ fate	Gross lettable	Number	Car parking
		area isam)	of tenants	spaces
Homemaker City Bankstown	NSW	18,600	24	321
Homemaker City Castle Hill	NSW	11,100	32	253
Homemaker City Epping*	VIC	21,700	22	680
Homemaker City Maribyrnong	VIC	21,600	18	500
Homemaker City Moorabbin**	VIC	14,000	11	386
Homemaker City Aspley	-QLD	24,600	51	506
Homemaker City Cannon Hill	೧೭೦	8,600	10	600
Homemaker City Mt Gravatt	QLO	10,500	11	290
Homemaker City Jindalee	QLO	22,000	49	604
Homemaker City Underwood	೧೭೦	10,300	6.	246
Homemaker City Windsor	QLO	9,500	10	142
Homemaker City Fortitude Valley	QLO	13,200	14	318
TOTAL		185,700	258	4,846
Acquired:	Nov 2001
GPT ownership:	100%
Net income to GPT.	\$32.4m
GPT book value:	\$449.6m
Occupancy:	96%

Portfolio Value (by State)

■ QLD ▓ ViC

WENSW

Major Retail Categories

-
▓ Bedding

Electrical, Whitegoods & Computers

38 Other

Acquired in August 2003.
Acquired in July 2002.

Office Portolio

1 FARRER PLACE, SYDNEY, NSW

GPT's Office Portfolio is spread across four capital cities and comprises over 503,000 sqm of office space and 23,000 sqm of associated retail space. The Portfolio has a value of \$3.1 billion.

Comprehensive information about each of the office assets is contained on pages 24 to 27.

Performance

Income

During 2004, the Portfolio's income increased by 15%. Key contributors were:

• the completion of the National@Docklands buildings at Victoria Harbour in Melbourne - the two buildings achieving practical completion in October 2003 and May 2004 respectively;
• the first full year of income from the acquisition of a 25% interest in 1 Farrer Place in Sydney, which was acquired in December 2003;
• 120,000 sam (16% of the Portfolio) of leasing and renewal successes, which increased the weighted average lease expiry to 6.4 years and reduced short to medium-term expiry risk.

Valuations

The majority of GPT's office assets were revalued during 2004. Although assets such as the Brisbane Transit Centre and HSBC Centre showed small increases, the net result was a decrease in reserves, reflecting the challenging conditions across the office markets in recent years.

Rent Reviews

During 2004, GPT achieved reviews generally in line with forecasts, despite soft office markets. While the office markets are beginning to exhibit positive signs, it is likely that rental growth will be moderate in the short term. GPT's Portfolio retains good opportunities for income growth, with a portion of the Portfolio subject to fully predetermined rental increases. The impact of recent acquisitions and developments, as well as the opportunity to continue to increase occupancy across the Portfolio also provide the ability to deliver consistent returns.

Leasing

Leasing was active in 2004, with a total of 120,000 sqm leased or renewed across GPT's office assets in the 12 months to December 2004. This was a significant improvement on the 47,000 sqm leased during 2003 and ensured that the occupancy of the Portfolio (at 93.7%) was consistent with occupancy at the end of 2003. In particular, leases to Telstra-(29,600 sqm) at the Transit Centre in Brisbane, leases for over 10,000 sqm to a range of tenants at Australia Square and a lease of 15,400 sqm to the Government tenant at 10 & 12 Mort Street in Canberra were major achievements. This level of leasing success assisted to maintain a low level of vacancy and limit expiry risk across the Portfolio.

Key Activities

During 2004, GPT continued its focus on intensive management of the Portfolio to maintain high levels of occupancy, a balanced expiry profile and diversity and security of income. The quality of the Portfolio was improved through acquisitions and developments.

In April 2004, GPT announced that it had acquired Darling Park 3, the third and final stage of the Darling Park Complex

THE OFFICE PORTFOLIO'S MISSION IS TO DELIVER OPTIMUM INVESTMENT PERFORMANCE THROUGH INTENSIVE ASSET MANAGEMENT AND CONTINUOUS UPGRADING OF THE PORTFOLIO TO CONTEMPORARY ASSETS IN STRONG MARKETS'

Office Portfolio

Portfolio Value (by State)

Office Portfolio Lease Expiry (by Area)

in Sydney. The acquisition gives GPT's Unitholders access to a prime Sydney CBD office asset which is anticipated to deliver a year-1 yield of 7.2% on the cost of \$228 million. The building will consist of 29,000 sqm of office space over 18 floors, with parking for 160 cars linked to Stages 1 and 2 of the Complex. Over 60% of the building has already been leased to a quality tenant, Marsh and Mercer Human Resource Consulting, for a term of 10 years. The building is anticipated to be complete in May 2006, and marketing of the remaining vacant space, consisting of 11,600 sqm over the high rise floors, is underway.

In Melbourne, the second of the two National@Docklands buildings at Docklands in Victoria Harbour achieved practical completion in May 2004. The National Australia Bank has leased each building for a period of 12 years from completion of their fitout. These are quality assets in a waterfront location which reflect a campus-style of accommodation suitable for a major tenant such as the National. The buildings will provide an initial yield of over 8% on the total cost of \$242 million.

Opportunities have been progressed to maintain the attractiveness to tenants of the Office Portfolio's assets, with refurbishment works undertaken at Australia Square and Melbourne Central:

• At Australia Square in Sydney, a \$6 million (GPT's share) upgrade of the exterior of the Plaza Building, the finishes of the plaza and surrounding areas and the Tower lobby was complete in June. The works have enhanced the appeal of this asset and will assist with the major leasing campaign that is underway.
• In conjunction with the redevelopment of the retail component of Melbourne Central, works were undertaken to enhance the lobby and street presence of the office building and improve its connection to the upgraded retail centre. The office tower is currently 99.5% leased.

GPT's Office Portfolio has occupancy of 93.7% and is let to a wide range of blue chip tenants. The Portfolio has a weighted average unexpired lease term of 6.4 years, indicating the security of the income stream from this Portfolio and the attractiveness of high quality assets to major office tenants.

Outlook

Following a number of years of depressed conditions in Australia's office markets, it was encouraging to see occupier. demand for office accommodation gather momentum through 2004, with all major CBD markets showing greater levels of occupied stock. Ongoing improvement in demand is expected in 2005, with positive leading indicators (including jobadvertisements) translating into further employment gains in line with heightened business investment.

This should translate into solid, medium-term growth prospects for the Portfolio, as tenant demand strengthens and market and Portfolio vacancy is reduced.

GPT's Office Portfolio remains well positioned in the short term, with strong underlying fundamentals and the opportunity to continue to deliver income growth through the recent additions. to the Portfolio and predetermined increases under fully structured leases. Reasonable vacancy and short-term expiry (largely located in the Sydney market) will underpin short-term performance, however, the level of income growth over 2005 will be dependent on the success in leasing current and short-term vacancy across the Portfolio and the momentum of recent improvements in office markets.

Office Portfolio

AUSTRALIA SQUARE

One of Sydney's most enduring prime
office properties, Australia Square is
situated in the core of Sydney's CBD. The complex comprises a 48-level The complete completes a non-terminal circular Tower and the smaller 13-level
Plaza building. The external Plaza
courtyard is a feature of this landmark
building. Major upgrade works to the
public areas and to the Plaza bu were completed in 2004.

The Brisbane Transit Centre is located
adjacent to the Brisbane Roma Street railway station and interstate coach terminal. It is a mixed-use facility comprising two office towers, a 192-room Holiday Inn Hotel, a car park, a medical centre and several
retail areas.

CITIGROUP CENTRE

The Citigroup Centre at 2 Park Street,
is a fandmark premium-grade office tower located on the corner of George incidents. Sydney, Completed
in 2000, the 47-level building has upper
levels that command expansive city and harbour views.

Key information
Location	Sydney, NSW		Brisbane, QLD		Sydney, NSW
Acquired	Sep 1981		Nov 1997		Dec 2001
GPT ownership	50%		50%		50%
$Co\text{-}osvner$	Deutsche Office Trust		APPF Commercial		Macquarie Office Trust
Net fettable area	Tower Building	40.900 som	Office	29,600 som	Office	73,400 sqm
	Plaza Building	10.200 som	Retail	3.300 sam	Retail	500 sam
	Retail	1,200 som	Total	32,900 som	Total	73.900 sam
	Total	52,300 som
Site area	5.545 sam		17.840 sam		8.087 sam
Typical floor plate	*1,032 sqm		East Tower	1,030 sam	1,770 sam
			West Tower	2,095 sam
Hotel rooms			192
Car parking spaces	400		770		260
Net hicome to GPT	\$12.9m		\$5.2m		\$20.1m
GPT book value	\$183.6m		\$46.1m		\$286.5m
Valuation	\$178.0m		\$55.6m		\$287.5m
Valuation date	30 Jun 2004		30 Jun 2004		31 Dec 2003
Valuation method	11. 10 year dof at 9.50% using terminal		11. 10 year dof at 10.25% using			1. 10 year dof at 9.50% using terminal
		cap rate of 7.50%		terminal cap rate of 9.75%		cap rate of 7.25%
	12. Current cap rate of 7.00-7.25%		12. Current cap rate of 9.50%		2. Current cap rate of 7,00%
Occupancy	Office	65%	Office	100%	Office	100%
	Retail	100%	Retail	91%

Lesse expiries

Towers only.

530 COLLINS & 120 KING STREETS 530 Collins Street is an imposing
38-level premium-grade Melbourne CBD office tower incorporating a farge internal atrium. 120 King Street is a classic bluestone and brick construction which was built in 1914 and has been upgraded to modern standards.

DARLING PARK

Darling Park is a landmark commercial
and retail complex located on Darling Harbour, Sydney, fronting Cockle Bay. The asset is comprised of two The assets completed office buildings and
a retail and entertainment complex,
known as Cockie Bay Wharf. The two
towers and Cockie Bay Wharf are connected by plazas, galleries, business lounges and conference
facilities. GPT acquired the third and final stage of this development in April 2004, and the 18-level office tower is
scheduled for completion in late 2005.

179 ELIZABETH STREET

179 Elizabeth Street is a modern. t6-level A-grade property in Sydney which commands harbour views over Hyde Park and is home to the Tattersalls Club of Sydriey. The upper floors are stepped back from Elizabeth Street, creating expansive
Elizabeth Street, creating expansive
balconies which are an altractive feature of the property.

1 FARRER PLACE

1 Farrer Place is located in the heart of the financial core of Sydney's CBD. The complex incorporates the Governor Phillip and Governor Subvenior Timin and the Philip
Street terraces. It is arguably one of
the pre-eminent premium-quality
commercial office developments in Australia, constructed in 1993/94 to the highest specifications. The towers consist of 86,000 sqn of office space. over 64 and 41 levels respectively. Exceptional harbour and city views
provide an added attraction to the building.

Melbourne, VIC		Sydney, NSW		Sydney, NSW		Sydney, NSW
Jul 1996		Jun 2000		Sep 1998		Dec 2003
100%		50%		100%		25%
		Ronin Property Group				Deutsche Office Trust
		AMP Australian Core Property Fund				APPF Commercial
530 Collins Street (Office) 67,900 sqm		Tower 1 Office	51,200 som	Office	14,000 sqm	Office	CONSTRUCTION 86,300 sqm
530 Collins Street (Retail)	100 sqm	Tower 2 Office	51,000 som	Retail	800 sqm	Retail	300 sam
120 King Street (Office)	2,800 sam	Tower 1 & 2 Retail	1,600 som	Total	14,800 sam	EsoT	86,600 sqm
120 King Street (Retail)	900 sam	Cockle Bay Wharf	8,200 sqm				CONTRACTOR
Total	71,700 sqm	Total	112,000 sqm
530 Collins Street	5,395 sqm	38,464 sqm		1,814 sqm		5,456 sqm
120 King Street	1,573 sam
530 Collins Street	1,311 sqm	*1,900 sqm		1,572 sqm		1,350 sqm
120 King Street	859 sqm
360		720		107		850
\$24.7m		**\$35.8m		\$3.5m		\$16.1m
\$321.1m		\$459.4m		\$85.8m		\$256.3m
\$320.0m		\$457.5m		\$81.0m		\$256.3m
30 Sep 2003		1 Apr 2004		30 Sep 2003		31 Dec 2004
1. 10 year dof at 9.25% using terminal		11. 10 year dof at 9.50% using terminal			1. 10 year dof at 10,00% using terminal		1. 10 year dof at 9,00% using terminal
cap rate of 7.75%		cap rate of 7.50%/7.25%		cap rate of 8.00%		cap rate of 6.90%
2. Current cap rate of 7.25%/8.00%		12. Current cap rate of 7,00%		2. Current cap rate of 7.75%			2. Current cap rate of 6.50%-6.75%
(based on est, effective market rents)
Office	93%	Office	*96%	Office	75%	Office	92%
		Retail	°95%
		Retail (Cockle Bay Whart)	100%

Tower 1/Tower 2. $\bar{\bar{\nu}}$ Income includes top-up facility of \$0.4m.

25

Office Portfolio

HSBC CENTRE

Located on the corner of George and
Bathurst Streets in Sydney, the HSBC Centre at 580 George Street is a striking Art Deco-style tower. The Complex includes 33 levels of contemporary office space and a retail
precinct which is linked by a pedestrian
underpass to Town Hall railway station. Melbourne Central is a landmark office
and retail property, located in the
Melbourne CBD, The Tower is a 51-fevel office tower located adjacent to or several contraits related appears to
Melbourne Central's retail component.
Opened in 1991, it is occupied by blue
chip tenants, including BP, Ericsson,
Accenture and Teistra. A refurbishment and extension of the main lobby, which and other alon or are main robby, when
complements a major redevelopment of
the retail component, was complete at the end of 2004.

MELBOURNE CENTRAL

For information on the retail component
of Melbourne Central, refer to p19.

MLC CENTRE

The MLC Centre dominates the Sydney
skyline, and is located in the core of the CBD adjacent to the major city the countries and the major school and the Centre
comprises a 67-level tower, as
extensive retail complex, a large
carpark and also incorporates the
Theatre Royal. The retail precinct comprises a foodcourt, a strong representation in the international brand label fashion market, and the Harvey Norman Technology Superstore.

Key information
Location	Sydney, NSW		Melbourne, V/C		Sydney, NSW
Acquired	.iul 1996		May 1999		Apr 1987
GPT ownership	100%		100%		50%
$Co\text{-}os$ ner						Queensland Investment Corporation
Net fettable area	Office	37,100 som	Office	65,500 som	Office	69,000 sqm
	Retail	4,200 sqm	'Retal	900 sam	Retail	5,600 sqm
	Total:	41,300 sqm	Total	66,400 sqm	Total	74,600 sqm
Site area	3,567 sqm		26,063 sqm		8,146 sqm
Typical floor plate	,233 sqm		"1,529 sam		1,220 sqm
Car parking spaces	140		$1.600 -$		300
Net income to GPT	\$17.7m		"\$24.1m		\$21.5m
GPT book value	\$228.8m		\$715.7m		\$286.5m
Valuation	\$227.0m		\$677.4m		\$284.5m
Valuation date	31 Mar 2004		30 Sep 2004		31 Mar 2004
Valuation method		. 10 year dof at 9.50% using terminal		1. 10 year dof at 9.75% using terminal		1. 10 year dof at 9.50%/9.75% using
	cap rate of 7.75%		cap rate of 7.75%			terminal cap rate of 7.25%/7.75%
	2. Current cap rate of 7.50%			2. Current cap rate of 7.25% (based on		2. Current cap rate of 7,00%/7.50%
			est. effective market rents)
Occupancy	Office	84%	Office	100%	Office	90%
	Retail	100%			Retail	100%

Lesse expiries

BALA (Offer

Retail space in office tower. Office citly.

10 & 12 MORT STREET

10 & 12 Mort Street consists of two
adjoining modern A-grade office
buildings located in Canberra's CBD. Both properties comprise six upper office fevels, ground floor retail and basement car parking and are leased to the Government until 2011

NATIONAL@DOCKLANDS

Stages 1 and 2 of National@Docklands were complete in 2003 and 2004
respectively. This contemporary development is located in the emerging Docklands precinct in Melbourne. This asset embodies key design elements of the workplace of the future such as open atria, operable windows, and extensive use of natural light.

RIVERSIDE CENTRE*

The Riverside Centre is arguably
Brisbane's premium office building. Situated on the Brisbane River, the Centre comprises a 41-level office tower, retail shops around an expansive plaza, a large carpark, waterfront restaurants and the
adjacent 16-level Black Ink House.

Canberra, ACT		STAGE 1 - Melbourne, VIC		STAGE 2 - Melbourne, VIC		Brisbane, QLD
Jul 1996.		Oct 2003		Oct 2003		Apr 1984
100%		100%		100%		100%
Office	15,400 sqm	Office	35,300 sam	Office	24,200 sqm	Office (Tower)	51,000 sqm
Retail	100 sqm.	Retail	600 sam	Retail	11,000 sqm	Office (Black Ink House)	5,900 sqm
Total	15,500 sqm	Tota£	35,900 sqm	Total	25,300 sqm	Retail	4,100 sqm
						Total	61,000 sqm
3,065 scm		*11,600 sam		11,600 sam		**15,418 sam
10 Mort St	1,247 sqm.	4,200 sam		4,200 sqm		Riverside Centre	1,508 sqm
12 Mort St	1,117 sqm.					Black Ink House	337 sqm
160		130		350		560-
\$5.6m		\$10.7m		\$5.6m		\$22.1m
\$50.3m		\$140.5m		\$15.3m		\$265.9m
\$50.0m		\$140.0m		\$115.3m		18259.4m
31 Dec 2003		31 Mar 2004		30 Sep 2004		30 Sep 2002
1. 10 year dof at 10.25% using terminal		1. 10 year dof at 8.75% using terminal.		t. 10 year dof at 8.75% using terminal		***1. 10 year dof at 10.00% using
cap rate of 9.75%		cap rate of 8.75%		cap rate of 8.75%		terminal cap rate of 7.25%
2. Current cap rate of 9.25% (based on-		2. Current cap rate of 7.35% (based on		2. Current cap rate of 7.50% (based on		***2. Current cap rate of 6.80% (based
est, effective market rents).		est, effective market rents).		est, effective market rents)		on est, effective market rents).
Office	100%	Office	100%	Office	100%	Office	98%
						Retail	94%

Including Black Ink House.
Fiverside Centre Freehold 9,805 som.
Leasehold 4,718 som and Black Ink House 895 sqm.
Riverside Centre only.

Hotel/Tourism Portfolio

THE VOYAGES LODGES PORTFOLIO, LOCATED ACROSS AUSTRALIA

The Hotel/Tourism Portfolio provides GPT with investment exposure to the Australian tourism sector and particularly the international visitor market. The Portfolio comprises 15 properties and over 2,400 guest rooms.

GPT's Hotel/Tourism Portfolio includes a diverse range of quality hotels and resorts located in attractive locations. Over the past two years, works have been completed at Ayers Rock Resort, the Four Points by Sheraton Hotel, Sydney and the Cape Tribulation Resorts in North Queensland, significantly refurbishing each of these assets and positioning them well within their individual markets.

The addition of Voyages Lodges (acquired from P&O Resorts in July 2004), a group of primarily nature-based resorts located across Australia further enhanced the scale and diversity of the Portfolio, providing GPT with a leading position in the eco-tourism resort sector.

International tourism displayed strong growth in 2004, with inbound tourism up by approximately 10% on 2003. Domestic tourism also remained strong during the year. We believe that hotel markets will continue to experience improving market conditions, which in turn should lead to solid growth prospects for the Portfolio.

Performance

Income

During 2004, the Portfolio increased income by 28% (11% on a like with like basis). This result reflected a strong increase in income from both Ayers Rock Resort and the Four Points by Sheraton, Sydney as well as contribution from the P&O Resorts acquisition. Key contributors to this increased income were:

• ongoing income growth from the Four Points by Sheraton Hotel Sydney, which increased income by almost 13%, due mainly to enhanced revenue (up 14%, or \$5.6 million) and an increase in base rent;
• a 14% increase in income from the Holiday Inn, Brisbane, which increased revenues by 5% as a result of increased occupancy and room rates;
• a return to stronger income growth from Ayers Rock Resort, with a 10.7% increase in income reflecting the benefits of an increase in turnover rent and stronger revenue;
• the first period of income from the Voyages Lodges portfolio. (P&O Resorts) which was acquired in July 2004.

Occupancy and Room Rates

The Four Points by Sheraton Hotel, Sydney again performed very strongly over 2004, continuing to consolidate its position following a major refurbishment. Room nights sold increased by 5.6% and occupancy, at 84%, was up 4.7%. The average room rate also increased, to \$164 (up 8.6%).

Ayers Rock Resort's performance returned to growth following a number of years where more stable returns were delivered as a result of negative influences on inbound tourism. Room rate increased by almost 2% and occupancy was up by more than 3%, at 63%. This growth trend is expected to continue as inbound tourism returns to more consistent growth.

At the Holiday Inn, Brisbane occupancy was strong, at 88%, representing an increase of 2.4% over 2003 and room rate also increased, by 6.3%. The hotel demonstrated solid performance, with both revenue and income increasing significantly over 2003 (up 5% and 14% respectively).

THE HOTEL/TOURISM PORTFOLIO'S MISSION IS TO 'ENHANCE INVESTOR RETURNS
THROUGH THE OWNERSHIP OF QUALITY HOTEL ASSETS LOCATED IN GROWTH MARKETS WHICH HAVE A DISTINCT COMPETITIVE ADVANTAGE".

The Cape Tribulation Resorts, acquired in March 2002, and partially refurbished during 2003, began to deliver growth in income in 2004. Over 2004, occupancy increased by 11% and income to GPT was up by almost 12%.

Key Activities

As previously noted, a major acquisition was announced in July 2004, with the purchase of P&O Resorts, the largest portfolio of nature-based resorts in Australia. The Portfolio, which has been renamed 'Voyages Lodges', represents a collection of nine resorts (586 rooms) located in some of the most attractive and pristine tourist locations throughout Australia.

The assets, which are of a high quality commensurate with GPT's existing portfolio, are located in strong tourism locations. and therefore represent a perfect fit with GPT's strategy in the hotel/tourism sector. In addition, this acquisition delivers immediate scale and increased diversity to GPT's existing Hotel/Tourism Portfolio. The guest mix of this Portfolio is 64% domestic and 36% international, compared to Ayers Rock Resort's guest mix which represents approximately 46% domestic travellers. The acquisition increases the Portfolio's overall domestic market mix and provides greater investment diversity.

Voyages Lodges includes Silky Oaks Lodge and the Dunk, Bedarra, Brampton, Lizard, Heron and Wilson Island Resorts, all located in Queensland as well as Cradle Mountain Lodge in Tasmania. Wrotham Park, a luxury outback Resort in North Queensland, was under construction on acquisition but has now been completed.

Voyages, the lessee of Ayers Rock Resort, has now integrated the Portfolio into its existing operations, providing an opportunity to achieve cost savings and to leverage off the international presence of Ayers Rock Resort and the marketing and distribution capacity of Vovages.

GPT's investment of approximately \$218 million is anticipated to deliver GPT Unitholders a first year yield of over 9%.

The Dunk, Bedarra and Brampton Island Resorts all have expansion potential, providing an opportunity to further develop Voyages Lodges over time.

Elsewhere in the Portfolio, Longitude 131° at Ayers Rock Resort was re-opened in June 2004 after suffering damage from bush fires in late 2003. Since reopening, Longitude 131° has againdemonstrated the attractiveness of its unique luxury offering, with solid occupancy. The replacement costs and loss of revenue were covered by GPT's insurance policies.

Outlook

Tourism activity improved over 2004, with domestic activity expected to be stable and a return to growth in international visitor numbers following declines for the three previous years due to the negative impact of external events. Continued gains are expected across 2005 as global tourism activity continues to improve in line with broader economic growth. The Tourism Forecasting Committee are predicting average growth of 5.7% per annum for inbound tourism through to 2013. The attractiveness of Australia as a safe holiday destination with diverse tourist offerings and competitive pricing will support growth within the sector over the medium term.

GPT's assets represent a unique collection of hotel/tourism experiences, catering to a range of tourism markets and are, therefore, well placed to benefit as tourism markets continue to improve over 2005.

Hotel/Tourism Portfolio

AYERS ROCK RESORT

Avers Rock Resort was the Trust's first major investment in the tourism property sector. The Resort is unique due to its extraordinary location adjacent to the world heritage-listed Uluru-Kata Tjuta National Park and some 18 kilometres north-west of Uluru. It is the only resort within several hundred kilometres of this tourism loon.

The Resort, located on 94 square kilometres of freehold land,
provides a complete range of tourist accommodation from deluxe hotels through to campground facilities. A major refurbishment and expansion program, which included the construction of 15 Luxury Wilderness Camp Tents was completed in July 2002, lurther enhancing and diversifying the accommodation product on offer. The Resort also includes a visitors centre, a shopping
square and the Uluru Meeting Place, a well-equipped conference centre with a 300-sest capacity.

Alice Springs Resort, the leasehold interest in Ayers Rock Airport and a loan to Voyages Hotels and Resorts Pty Limited also form part of this asset.

VOYAGES LODGES (P&O RESORTS)

Voyages Lodges are a collection of high-end and mid-scale
nature-based resorts, located within or immediately adjacent to world heritage-listed areas of natural significance, such as Cradle Mountain and the Great Barrier Reef.

The portfolio was acquired from P&O in July 2004 and subsequently leased to Voyages Hotels and Resorts, the
operator of GPT's Ayers Rock Resort. In addition to the existing
resort assets, some of the properties have surplus land which could be used for future expansion.

Each of the properties are highly recognisable within their own right both domestically and internationally. The quality of the portfolio has been recognised with many tourism awards over the past three years.

ومعانية والمستعارف والمستردين والمستحرم

всу насинали
Location	Central Australia, NT			Queensland & Tasmania
Acquired	Dec 1997			Jul 2004
GPT ownership	100%			*GPT & Voyages ownership	100%
Tenare	Freehold & Lessehold Title			Freehold & Leasehold Title
Facilities	Ayers Rock Airport
	Conference Centre for up to 300 people.
	Visitors Centre
	Town Square Retail
Net Income to GPT	\$37.2m			(part year 2004):	\$8.0m
GPT book value	\$383.9m			**GPT/Voyages total investment \$218.1m
Valuation	\$360.0m			n/a
Valuation date	31 Mar 2004			rva.
Valuation method	10 year discounted cashflow			n/a
Average daily rate	\$213			\$259
Occupancy	63%			70%
Lessee/Operator	Voyages Hotels and Resorts Pty Limited			Voyages Hotels and Resorts Pty Limited
Hotel features	Accommodation	No. of rooms	Style	Accommodation	No. of rooms	Location
	Longitude 131°	15	Luxury tented facility*	Bedarra Island	16	Nth Old
	Sails in the Desert	232	Luxurv	Brampton Island	106	Whitsundays
	Desert Gardens Hotel	218	Deluxe	Cradle Mountain Lodge	88	Central Tasmania
	Outback Pioneer Hotel	137	Mid market	Dunk Island	160	Nth Qid
	Emu Walk Apartments	-60	Serviced Apartments	Hercen Island	109	Central Old
	The Lost Camel	-99	Mid market	Eizard Island	40	Nth Old
	Outback Pioneer Lodge	332 beds	Backpacker	Silky Oaks Lodge	50	Nth Old
	Campgrounds		Camping	Wilson Island		Central Old
	Alice Springs Resort	144	Mid market	Wrotham Park Station	ŧG	Nih West Old
	Totaí rooms (excluding beds) 905			Total rooms	586

* Clamaged by bushine in Oct 2003 and re-opened 1 July 2004.

For further information visit the website at www.voyages.com.au

GPT own all properties except for Brampton and Lizard Island Resorts, which are owned by Voyages Hotels and Resorts Ply Limited. GPT has fully-funded Voyages' acquisition of these Resorts. Includes loan to Voyages for the purchase of Eizard and Brampton Island

Flesocis.

For further information visit the website at www.voyages.com.au

CAPE TRIBULATION RESORTS

The Cape Tribulation Resorts are located in Cape Tribulation,
140 kitometres north of Cairns in Far North Queenstand. The Resorts are closely surrounded by the world heritage-ästed Daintree National Park and the Great Barrier

Reef Marine Park. The immediate area has a wide range of environmental/nature-based touring options (reef, rainforest, rivers and Aboriginal culture).

The properties comprise a collection of small scale eco-tourism resorts and facilities: Coconut Beach Rainforest Resort and Ferntree Rainforest Resort as well as The Jungle Lodge (campground and backpacker accommodation) and a Takeaway cafe. Coconut Beach Rainforest Resort was substantially refurbished in early 2003.

The Cape Tribulation properties are leased and operated by Voyages Hotels and Resorts Pty Limited, the lessee of Avers Rock Resort.

FOUR POINTS BY SHERATON HOTEL, SYDNEY

The Four Points by Sheraton Hotel, Sydney is situated in the
western precinct of Sydney's CBD overlooking Darling Harbour and is close to a number of key Sydney attractions and the offices of many large corporations. The Hotel is well serviced by most forms of transport, including ferries and service to monoral and provides a four star standard of
accommodation over 14 levels. Facilities include a restaurant
and lobby bar, banquet and meeting facilities, gymnasium,
coach parking and separate group check-in faci also incorporates the heritage-listed Dundee Arms Pub and retail space within three heritage-listed buildings. The Hotel underwent the final stage of a major refurbishment in 2003, which included the remainder of the guest rooms, publicareas and conference facilities.

The Hotel is operated by a joint venture company in which
GPT has a 40% interest, which also forms part of this asset. The property is operated as a Four Points by Sheraton Hotel under a licence agreement with Starwood Hotels and Resorts.

Far North Queensland			Sydney, NSW
Mar 2002			May 2000
100%			100%
Freehold & Perpetual Leasehold & Permit to Occupy			Leasebold Title
2 Restaurants			Restaurant and Lobby Bar
Boardwalk Takeaway			Banquet and Meeting Facilities
			Gymnasium
			Coach Parking
\$0.9m			\$15.0m
\$19.8m			\$144.7m
\$11.0m			\$136.0m
17 Dec 2001			15 Mar 2002
11 year discounted cashflow			10 year discounted cashflow
\$153			\$164
45%			84%
Voyages Hotels and Resorts Pty Limited			161 Sussex Street Pty Ltd (trading as a Four Points by
			Sheraton Hotel)
Accommodation	No. of rooms	Style	Accommodation	No. of rooms
Coconut Beach Resort			Standard rooms	576
Rainforest Rooms	39	4 star	Suites	53
Daintree Rooms	27	4 star	Presidential Suite
Ferniree Rainforest Resort	54	3-4 star	Total rooms	630
The Jungle Lodge	29 sites	Camping	Other features
Total rooms (excluding sites)	120		Four heritage-listed buildings:
			Dundee Arms Pub
			Com Exchange Building
			Central Warehouse
			Northern Warehouse

For further information visit the websites at

www.coconutbeach.com.au or www.ferntreeresort.com.au

Industri/Busines Park Portfolio

QUAD BUSINESS PARK, HOMEBUSH BAY, NSW

Expansion of the Industrial/Business Park Portfolio was achieved during 2004, increasing the value of the Portfolio to \$328 million. The Portfolio now consists of quality traditional industrial and business park assets located in Victoria and NSW, with the capacity for organic growth through 350,000 sqm of expansion land.

GPT is focused on owning and developing industrial and business park assets that are:

• modern and located near major transport nodes;
• adaptable, with good technical services;
• leased to good quality tenants; and
• provide for a multitude of uses, increasing the range of potential tenants.

This strategy increases the Portfolio's income security, as the assets are not specialised and are suitable for a large number of tenant types.

Performance

The Industrial/Business Park Portfolio achieved solid earnings growth in 2004 with the Portfolio increasing income by 25%.

Key contributors included:

• the first contributions from 7 Figtree Drive and 8 Herb Elliott Avenue at Homebush Bay, which were acquired during 2004;
• the first full year of income from GPT's 50% interest in the Austrak Business Park in Somerton, Victoria, which was acquired in October 2003;
• additional income from Stage 2 of 11 Grand Avenue, Camellia, which was complete in September 2003; and
• the first income contribution from Quad 3, which was complete in June 2004.

Rent Reviews

During 2004, GPT achieved rents generally in line with forecasts. Although moderate rental growth is anticipated in the short term, GPT's Portfolio retains good opportunities for growth, with 95% of the Portfolio subject to structured rental increases.

Leasing

Significant leasing was undertaken over the year, with 44,000 sqm leased or renewed. This level of leasing removed vacancy across the Portfolio, increasing the level of occupancy to 99.5% at the end of December 2004 and resulting in an average lease term of five years across the Portfolio.

THE INDUSTRIAL/BUSINESS PARK PORTFOLIO'S MISSION IS TO "CREATE A QUALITY PORTFOLIO AND DELIVER SUPERIOR INVESTMENT PERFORMANCE THROUGH ACQUISITION AND DEVELOPMENT AND INTENSIVE ASSET MANAGEMENT'

Industrial/Business Park Portfolio Portfolio Value (by State)

Key Activities

During 2004, the Portfolio achieved additional scale and secured further expansion opportunities.

• In July 2004, GPT acquired 7 Figtree Drive, at Homebush Bay in NSW. The asset occupies a site of over 9,500 sqm, and is currently occupied by a 3,500 sqm office and warehouse facility which is sub-leased to the Sydney Olympic Park Authority (SOPA) until March 2006. The asset was acquired for \$9.5 million and is anticipated to deliver a 7.2% first year yield.
• In August 2004, 8 Herb Elliott Avenue, which consists of 9,000 sqm of commercial land with a modern and well presented office and high clearance warehouse facility of approximately 3,300 sqm. The building is leased until 2010 to Peregrine Semiconductor Australia Pty Ltd, a manufacturer of circuit boards and computer chips. A first year yield of 7.5% is anticipated on the \$8 million acquisition. Both 8 Herb Effiott Avenue and 7 Figtree Drive provide an opportunity to expand GPT's development potential in this precinct.
• GPT acquired Quad 3 at Homebush Bay in March 2003 and construction of the 5,300 sqm office building, which forms the third stage of the integrated Business Park development, was complete in June 2004. A yield of 9.0% is anticipated on the cost of \$13.7 million and the building is currently 75% leased.
• Quad 4, the final stage of a planned integrated business park in Homebush Bay, was acquired in June 2004. Plans are being prepared for development of the site and are expected to be submitted over the course of 2005.

At the Austrak Business Park at Somerton in Victoria, significant progress was made in identifying potential tenants for future development of the 100 hectare site. Labelmakers Australia has agreed to lease 16,700 sqm of office and warehouse space and a further 5,000 sqm of expansion land on a 15-year 'triple-net lease'. The new facility is expected to be completed in August 2005. The development, which has an anticipated cost of \$13.5 million (including land), is expected to provide an initial yield of over 8.0%, with annual rental increases and five yearly market reviews.

Outlook

Tenant demand for industrial property varied between markets across 2004 relative to heightened activity in 2003, but overall remains strong. Moving forward, demand will be supported by further improvement in the global economy. The transport and storage sector is expected to continue as a significant source of growing industrial demand. Infrastructure development will remain the key driver for growth in rents and land values whilst investment yields continue to reflect strong investor demand.

The GPT Industrial Portfolio is well positioned with a long average lease term to expiry of five years and strong tenant covenants. Structured rent reviews are prevalent across the Portfolio, representing 95% of the Portfolio. The first full year of income from acquisitions and developments completed over 2004, and the significant development pipeline, will contribute to future performance.

Industrial/ Business Park Portfolio

AUSTRAK BUSINESS PARK

15 BERRY STREET, GRANVILLE

A 50% interest in the Austrak Business Park in Somerton, Melbourne was acquired by GPT in October 2003. The Business Park, which is located on approximately 100 hectares of
industrially zoned kind, provides some 56,200 sqm of improvements, a
significant parcel of serviced land and one of Australia's first fully integrated inter-modal rail terminais.

15 Berry Street comprises 2.06 hectares
of general industrial land in the established industrial area of Granville in Sydney's friner west. The property, constructed in 1994, has a total building area of 9,900 sqn and comprises a modern distribution warehouse and associated offices over two levels.

19 BERRY STREET, GRANVILLE

19 Berry Street comprises 3.8 hectares
of general industrial land in the established industrial area of Granville in Sydney's inner west. The property was constructed in 1992 for Milsubishi Motors Australia Limited and has a total
building area of 13,500 sqm comprising
a modern distribution warehouse and associated offices. The site also includes approximately 6,750 sqm of surplus land.

vež ustatutista
Location	Melbourne, VIC		Granville, NSW	Granville, NSW
Acquired	Oct 2003		Nov 2000	Dec 2000
GPT ownership	50%		$100\%$	$300\%$
Co-ownership	Austrak
Net lettable area	Industrial	28,100 sqm.	9,900 sqm	industrial	13,500 sqm
	Lændi	19,300 sam		اand ک	6,750 sam
	Tota£	47,400 sqm		Total	20,250 sqm
Site area	462,100 sqm		20,600 sqm	38,000 sqm
Net income to GPT	\$2.4m		\$1.1m	\$1.8m
GPT book value	\$60.9m		\$10.8m	\$20.5m
Valuation	\$59.0m		\$10.8m	\$20.5m
Valuation date	1 Mar 2003.		30 Sep 2003	30 Sep 2003
Valuation method	*1. 10 year dof at 10.50% using.		t. 10 year dof at 10.25% using terminal		t. 10 year dof at 10.25% using terminal
	terminal cap rate of 10.25%		cap rate of 9.25%	cap rate of 9.25%
		12. Current cap rate of 9.25%-10.00%	2. Current cap rate of 8.75%-9.25%.	2. Current cap rate of 8.57%
Occupancy	100%		100%	$300\%$

Lesse expiries

füllys

Excluding land and terminal areas.

CITIWEST INDUSTRIAL ESTATE, ALTONA NORTH

The Citiwest Industrial Estate at Altona
North consists of a portfolio of nine
office/warehouse buildings providing some 104,300 sqm of improvements. These properties are strategically located near major traffic routes and have been constructed to high quality
standards with flexibility for future uses.
A 12,200 sqm facility for Just Jeans was completed in December 2003.

7 FIGTREE DRIVE. HOMEBUSH BAY

7 Figtree Drive, Homebush Bay forms
part of the Sydney Olympic commercial
precinct and is located in close precision and is located in dose
proximity to the Quad Business Park,
Samsung Building and 8 Herb Elliott
Avenue. The asset comprises 9,600 sqm of commercial land with a
3,500 sqm of commercial land with a
3,500 sqm office and warehouse facility
which is sub-leased to Sydney Olympic Park Authority until March 2006.

11 GRAND AVENUE, CAMELLIA

tit Grand Avenue, Camellia is a well
located site in an established industrial area, well serviced by major road area, wen sex over a specific model of the site is leased
to Australian Pharmaceutical Industries
Etd (API) and comprises a new office
and warehouse lacility, which was
completed in October 2002. Stage 2 compound in counterfacture of the development providing an
additional 12,350 sqm of space, was
completed in September 2003.

Melbourne, VIC	Homebush Bay, NSW	Camelia, NSW
Aug 1994	.3เ ก . 2004	May 1998
100%	100%	100%
104,300 sqm	3,500 sqm	-41,900 sqm
215,000 sqm	9,600 sqm	80,100 sqm
\$5.8m	\$0.4m	\$4.4m
\$62.3m	\$10.2m	\$59.3m	en Timaania
*\$62.8m	\$9.5m	\$58.0m
31 Mar 2003	28 May 2004	30 Sep 2003
The properties within the industrial	1. 10 year dof at 10.00% using terminal	t. 10 year dof at 10.25% using terminal.
estate are valued individually using:	cap rate of 8.25%	cap rate of 9.25%
1. 10 year dofs at 9.75%-10.00% using	2. Current cap rate of 7.50%	2. Current cap rate of 8.25%-8.75%
terminal cap rates of 9.25%-9.75%
2. Current cap rates of 9.00%-9.50%
100%	100%	100%

Valuation includes the Just Jeans facility, valued as if complete.

Industrial/ Business Park Portfolio

2-4 HARVEY ROAD. KINGS PARK

The Kings Park facility comprises
6.5 hectares of industrial land on which a 30.200 sqm modern warehouse and distribution facility, with associated offices and amenities, has been constructed. The property is located in an established industrial zone in
Sydney's north-west, well serviced by
road systems and public transport. This asset also includes 1.5 hectares of surplus land, purchased on a deferred settlement basis.

8 HERB ELLIOTT AVENUE. HOMEBUSH BAY

8 Herb Effott Avenue, Homebush Bay
forms part of the Sydney Olympic
commercial precinct and is located in close proximity to the Quad Business Park, 2-4 Harvey Road and Samsung Building. The asset comprises 9,000 sqm of commercial land with
a modern office and high clearance
warehouse facility, which is fully leased to Peregrine Semiconductor Australia Pty Ltd.

7 PARKVIEW DRIVE. HOMEBUSH BAY

7 Parkview Drive forms part of the
Sydney Olympic correneroial precinct and is located on the eastern side of the Olympic Park railway station, with frontages to Parkview Drive and number of California Chevrolet and adjoins the
Dennelong Road. The asset adjoins the
2.45 hecteres of commercial land with a modern office and warehouse facility. which is fully leased to Samsung Electronics Australia Limited.

Key information
Location	Kinos Park, NSW	Homebush Bay, NSW	Homebush Bay, NSW
Acquired	May 1999	Apr 2004	May 2002
GPT ownership	100%	$100\%$	$300\%$
Nei lettable area	30,200 sqm	3,300 sqm	7.000 sam
Site area	64,800 sqm	9,000 sam	-24,500 sqm
Net income to GPT	\$2.2m	\$0.3m	\$1.3m
GPT book value	\$24.9m	\$8.5m	\$16.1m
Valuation	\$24.9m	\$8.0m	\$15.1m
Valuation date	10 Mar 2002	31 Dec 2003	5 Oct 2001
Valuation method	1. 10 year det at 10.75% using terminal.	1. 10 year dof at 10,00% using terminal	1. 10 year dof at 10.75% using terminal
	cap rate of 9.75%	cap rate of 8.25%	cap rate of 9.25%
	2. Current cap rate of 9.25%.	2. Current cap rate of 8,00%	2. Current cap rate of 8.75%
Occupancy	100%	100%	$300\%$

Lesse expiries

QUAD BUSINESS PARK

Quad Business Park is a four stage integrated Business Park development, located at the Australia Centre in Homebush Bay,
adjacent to the Sydney Olympic Park and Olympic Park railway station. The area supports a number of

QUAD 1	QUAD 2	OUAD 3
Quad 1 was completed in September 2000 and comprises office space over three levels, with large efficient floor plates, A-grade building services, excellent parking and city views.	Quad 2 was completed in June 2002. and comprises office space over four levels, with large efficient floor plates, A-grade building services, excellent parking and city views.	Quad 3 was completed in July 2004. This building comprises office space- over three levels, with large efficient. floor plates, A-grade building services, excellent parking and city views.
Homebush Bay, NSW	Homebush Bay, NSW	Homebush Bay, NSW
Jul 2001	Mar 2002	Mar 2003
100%	100%	100%
Office 4,800 sqm	5,100 sqm	5,300 sam
Retail 200 sqm
Total 5,000 sqm
9,500 sqm	7,800 sqm	6,600 sqm
\$1.4m	\$1.4m	\$0.5m
\$16.6m	\$18.7m	\$16.3m
\$16.6m	\$18.7m	n/a
30 Jun 2004	30 Jun 2004	n/a
1. 10 year dof at 9.75% using terminal	1. 10 year dof at 9.50% using terminal	n/a
cap rate of 8.50%	cap rate of 8.25%
2. Current cap rate of 8.25%	2. Current cap rate of 8.00%.
100%	1/2/394	7524

97%

Masterplanned Urban Communities Portfolio

THE TWIN WATERS RESORT DEVELOPMENT IN MUDJIMBA, QLD, FORMS PART OF A LARGER MASTERPLANNED URBAN COMMUNITY

GPT's investment in the masterplanned urban communities sector provides Unitholders with additional diversity and the opportunity to access higher returns without significantly increasing GPT's risk profile.

To ensure that GPT's risk profile is not materially increased, GPT's strategy in this sector focuses on:

• large scale masterplanned urban communities which include not only dwellings but associated social and physical infrastructure such as learning, retail and community facilities;
• strong growth markets;
• the owner-occupier rather than investment market; and
• large, long-term projects which provide the opportunity to time stages in line with property cycles.

A limit on investment in this sector has also been set, with no more than 5% of the Trust's gross assets being employed in this type of investment. An alliance with Lend Lease gives GPT access to an experienced partner.

GPT currently has two projects, with close to 2,000 lots/dwellings, underway in this sector. These projects are both located in areas with strong population demand and are forecast to deliver significant earnings growth to the Trust for a limited capital outlay.

Rouse Hill Regional Centre

GPT and Lend Lease were selected as developer of the \$1 billion Rouse Hill Regional Centre in October 2003. This long-term project, which includes over 1,500 residential lots, a mixed-use Town Centre and supporting infrastructure, will be undertaken in partnership with the Department of Infrastructure Planning and Natural Resources and Landcom, under a land management model.

Over 2004, significant progress was made in relation to this development, with a Masterplan for the site approved in March 2004 and a development application for the Town Centre lodged at the beginning of 2005. The first residential lot sales, at Honeyeater Crescent, were released in January 2005, and sales for the southern residential precinct are anticipated to commence late in 2005.

The Town Centre, which will include retail, commercial and community facilities, will be developed and owned by GPT. Pending authority approvals, construction is expected to commence at the end of 2005 and the Centre is anticipated to open in late 2007. The Town Centre, which is one of the last major greenfield regional retail opportunities within the Sydney metropolitan area, further enhances GPT's significant development pipeline and will contribute to growth in GPT's \$4.7 billion Retail Portfolio.

Twin Waters Resort

The Twin Waters development, which was secured in October 2003, is located on the site of the Novotel Twin Waters Resort in Mudjimba, Queensland.

The Twin Waters Resort consists of the Novotel Twin Waters Resort, leisure facilities, an 18-hole championship golf course and forms part of the larger Twin Waters masterplanned community that has been progressively developed by Lend Lease over a number of years. The Resort will be redeveloped over a period of seven years into a resort and residential community of approximately 370 dwellings. The golf course, central facilities and leisure facilities are to be on-sold to specialist operators.

The first residential sales commenced in August 2004 and work is continuing to finalise a revised masterplan for the site.

ARTIST'S IMPRESSIONS OF PROPOSED ROUSE HILL TOWN CENTRE

Outlook

The residential sector softened in 2004, evidenced by moderate declines in growth for both building approvals and lending activity. The investor sector of the market, which typically seeks higher density dwellings, is expected to continue to soften in the short term, while masterplanned community developments will be supported by owner-occupier demand driven by positive demographic fundamentals. GPT's investments in the Rouse Hill Regional Centre and Twin Waters Resort positions the Portfolio well to capture the benefits from long-term well located residential projects.

GPT Major Tenants

MAJOR TENANTS

SQM EXPIRY MAJOR TENANTS

Ė

King Pin

SQM EXPIRY

MAJOR TENANTS

SQM EXPIRY

Retail Portfollo

CARLINGFORD COURT

Mver	8.300	Nov 12
Woolworths	3.869	Nov 18
Target	3.589	$\ddot{\phantom{0}}$
Coles	3.500	Nov. 15.
o. Tenant on holdover

CASUARINA SQUARE

Kmart	7.446	Mar 09
Big W	6.861	Oct 10
Coles	5.718	$\sqrt{2}$
Woolwarths	5.020	Jun 18
BCC Cinemas	4.325	Dec 18
Best & Less	997	Nov 07
Tenant on holdover. COL

CHARLESTOWN SQUARE

Vlyer	12.840	Apr 13
Big W	7.279	Nov 24
Target	5.585	Jul 16
Coles	2.442	$\overline{\cdot}$
Noolworths	2.39	Jun 13
Best & Less	-905	Jan 08
u Tenant on holdover.

CHIRNSIDE PARK
Kmart	8.249	Sep 14
ľarget	4.774	Jul 18
Safeway	4.381	Sep 09
Reading Cinemas	3.500	May 16
Coles	3.292	Sep 14
Aldi Supermarket	1.454	Apr $13$

DANDENONG PLAZA

Myer	15.077	Jul 16
l'arget	6.658	Jul 15
Kmart	5.794	Jul 12
Village Cinemas	4.599	Dec 09
Safeway	3.894	Dec 09
Coles	3.297	Aug 10
Rebel Sport	1.485	Nov 08
Best & Less	1.200	Nov 08

ERINA FAIR

MVer	12,332	Aug U7
Big W	7.995	Aug 07
Target	7,839	Jul 13
Woolworths	4.030	Aug 07
Coles	4.002	Feb 18
Hoyts Cinemas	3.800	Nov 16
Franklins	2.865	Nov 09
Toys "R" Us	2.805	Oct 09
Worldwide Appliances	2.323	Jan 08
Dick Smith Powerhouse	1.990	Nov 13
Freedom Furniture	1.900	Nov 13
JB Hi Fi	1.769	Feb 11
Rebel Sport	1.700	Nov 08
Lincraft	1.490	Oct 09
Everyday Living	1.486	Dec 08
Best & Less	1.220	Aug 07

FLOREAT FORUM

.
Woolwarths	3.767	Jun 22.
Coles	2.828	May 13
Best & Less	651	Nov 10

FORESTWAY SHOPPING CENTRE
Woolworths .	-2.656	Nov 28.
Franklins	1.247	Sep 18

MACARTHUR SQUARE

David Jones	12.243	Apr 17
Big W	8.792	Sep 19
Breater Union Cinemas	4.891	Apr 05
Nockworths	4.185	Nov 15
Bi⊹£o	4.114	Jun 16
Baby Target	2.48%	May 06
Rebei Sport	1.620	Nov 05
Best & Less	1.155	Nov 12

MELBOURNE CENTRAL

oyts Cinemas.	7.712	ปนก 20
tness First	2.415	Mar 20
reedom	2.223	Oot14
orders	1.606	Sep 14
ing Pin	1.547	Oct 14
oles	1.314	Sep 14

Freedom
Borders 1,606

PARKMORE SHOPPING CENTRE

Kmart	8.385	Sep 17
Big W	B.671	Nov 15
Coles	4.042	Aug 14
Safeway	2.719	Sep 14
Best & Less	1.128	Oct 09

PENRITH PLAZA

Myer	20.114	Jul 13
Big W	8.738	Mar 12
Target	7.097	Jul 19
Hoyts Cinemas	4.785	Apr 18
Wockworths	3.795	Mar 12
Franklins	2.010	Jul 06
Best & Less	1 195	Mar 10

SUNSHINE PLAZA

Myer	12.893	Aug 09
Tarcet	6.900	Jul 18
Kmart	6.585	Jun 10
Coles	5.63%	Feb 19
BCC Cinemas	4.685	Nov 22
Wockworths	3.88%	Nov 22
World 4 Kids	2.525	Nov 07
Officeworks	2.163	Nov 05
Rebei Sport	1.243	Dec 13
Best & Less	896	Nov 09

WODEN PLAZA

David Jones	13.634	Mar 30
Big W	8.492	Aug 19
Wockworths	4.078	Mar 19
Harvey Norman	3.987	Apr 12
Hoyts Cinemas	3.778	ปนก 20
Coles	3.400	Mar 14
Dick Smith Powerhouse	1.910	May 12
Rebei Sport	1.712	Jun 09
Bavswiss	1.155	Nov 12

WOLLONGONG CENTRAL

Viyer	12.150	$\ddot{\mathrm{O}}$ ct 06
Titness First	2.570	Dec 10
Franklins	1.882	$\overline{15}$
David Jones	1.844	$\ddot{\text{O}}$ ct 15
Rebei Sport	1.500	Sep 06
Best & Less	1.080
Jnde Pete's Toys	1.006	O 05

Tenant on holdover.

HOMEMAKER CITY PORTFOLIO

Freedom Group	20.767	44
Harvey Normart/Domayne	12,315	Уâ.
IKEA	7.984	Jun 07
Forty Winks	6.79%	44
Spotticht	5.851	94
Fantastic Furniture	3.740	44.
Berkowitz	3.739	94
Barbeques Galore	3.733	94
Bing Lee	3.453	44
The Warehouse	3.315	Jun 08

** Various expiries as tenam occupies space in a number of cervies.

MAJOR TENANTS SQM EXPIRY

MAJOR TENANTS

SQM EXPIRY

Office Portfollo

AUSTRALIA SOUARE

. . .
Origin Energy	4,122	Aug 14
Chubb Insurance	2.315	Jan 07
Court & Co	2.061	.ม.ก. 13
Ninemsh	2,061	May 14
Summit Restaurant	080	Feb 10
Summit Restaurant	45	Apr 09
Lend Lease	1.034	Aug 06
Haliciav Financiai Management	1.032	Jun 11
Grange Securities	1.032	£ൽ 09
Minet Burn & Roche	1,031	Jun 06
Abacus Funds Management	1,031	Dec 07
JWS Services	1.022	.iun 09

BRISBANE TRANSIT CENTRE

Telstra Corporation.	29.163	Sep 09
Telstra Corporation.	458	Sep 07

CITIGROUP CENTRE

Citibank	34,210	.3.d 14
G & T Premises	9.280	Nov 12
Spamil	4.950	Aug 08
Regus Centres	3,703	Aug 06
RBC Global Services Australia	3.480	May 09
Colin Biggers & Paisley	3.194	Jun 12
Zurich Capital Markets	2.970	Uunitti
Parage	2.399	Apr 13
HLH Services	1.865	Аца 08
Arisett Worldwide Aviation	1.793	.3d 06
Borland Imprise Corporation	1.116	Dec 06

530 COLLINS & 120 KING STREETS

530 Collins Street:
ANZ Banking Group	29.961	Nov 09
ANZ Banking Group	1.461	Aug 05
Allens Arthur Robinson	12.828	Jun 12
Australian Stock Exchange	9.112	Mar 12
UBS AG, Australia Branch	5.452	Dec 08
120 King Street:
Melbourne (T)	1,765	Sep 09

DARLING PARK

DANLING FANN
PricewaterhouseCoopers	35.458	Dec 12
īВM	24.614	Dec 08
John Fairfax Holdings.	17.300	Mar 17
Singleton Ogilvy & Mather	5.843	Dec 13
Regus Centres	3.805	Dec 09
GrainCorp	2.891	Jul 12
Australian Broadcasting Authority .	2.283	Aug 13
Nestle	1.955	Dec 09
Ogitvy Public Relations	1.954	Feb 14
Jalbak International	1.233	Sep 09
Japan Airlines	614	Sep 13.

2,567

Sep 14

179 ELIZABETH STREET

i veda e vardut

1 FARRER PLACE

HMGMQEII	20.406	Dec 14
HMGMOEIL	583	Dec 06
Mailesons Stephen Jaques	18,800	$S\omega$ $16$
Corrs Chambers Westgarth	7,371	May 14
Goldman Sachs JBWere	6.489	Sep 12
Goldman Sachs JBWere	1.549	Sep 06
UBS	6.439	3x007
Merrill Eynch	5,137	Aug 15
Piper Alderman	2,469	Jan 10
Grant Samuel	3.808	Dec 06.
NSW Treasury Corp	1.685	May 12
AT Kearney	1.551	Sep 06
Australian Petroleum	1.549	Sep 06
Avenade	1.235	Dec 06.

HSBC CENTRE

HSBC	13,143	Dec 10
United Medical Protection	2.574	Mary 06
ASX Perpetual Registrars	2.466	Jun 06
Motor Accident Authority	2.001	Oct 09
NSW Ombudsman's Office	1.837	Oct 09
NSW Ombudsman's Office	1.296	Sep 09
Starcom Worldwide (Aust)	1.300	Oct 05
AMEX	1.220	Jun 08
ICT Australia	1.216	Mar 05

MELBOURNE CENTRAL

BP Australia	16.774	Oct 11
Telstra Corporation	9.054	Oct 05
Ericsson Australia	7.712	Mar 07
Accenture Australia	5.910	Oct 09
CSA	5.867	May 14
ACA	4.668	Aor 11
Insolvency & Trustee Service/ Kaz	3.56%	Jun 10
ACCC	3.041	Dec 05
Eriosson Austraka (Russell)	1.476	Nov 08
Consul General of Japan	1.300	May 05
Wilson Parking Australia	1.203	Jan 11
Jetene	$1.1$ $11$	Apr 12

$\mathbf{r}$ بالأساء للألف

MEU UENIKE
Freehills	17.345	Dec 18
Freehills	1.267	Ŧ.
Merrill Lynch (Aust)	7.541	May 05
Australian Petroleum	6.911	Jan 07
Abbott Tout	6.141	Feb 06
State Street Australia	5,209	Aug 06
US Government	2.784	Oct 08
Towers Perrin	2.287	Sep 05
Level 60	1,314	Apr 15
62nd Level	1.313	Dec 17
ASIC	1.311	May 06
Trial Lawyers	1,299	Jul 08
Edmund Barton Chambers	1.262	Apr 21
William Deane Chambers	1,262	Apr 21
Accor Asia Pacific	1.253	Dec 05
Servoorp (NSW)	1.168	Dec 13

** Tenant on holdover.

10 & 12 MORT STREET

Commopwealth of Australia.	15.360	Nov 11

NATIONAL@DOCKLANDS

Stage 1:
National Australia Bank	35.349	Feb 16
Stage 2:
National Australia Bank	24.217	Aug 16

RIVERSIDE CENTRE (including Black Ink House)

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
B⊱ll⊵	5.993	Nov 07
Blake Dawson Waldron	5.298	Dec 14
Allens Arthur Robinson	4.788	Sep 11
Deloitte Touche Tohrnatsu	3.5%0	Oct 16
Australian Taxation Office	3.149	Jun 05.
Australian Taxation Office	1.452	May 06
Ebsworth & Ebsworth	2.931	May 06
ABN Amro Morgans	2.773	Apr 14
Marsh	2.490	Aug 08
Xstrata Queensland	2.333	Jun 12
Tonto Home Loans	1.564	Jun 10
Wilson HTM	1.459	Ŧ4
Wilson HTM	701	Oct 05
Australian Stock Exchange	1.170	Jul 06.

" Tenant on holdover,

Industrial/Business Park Portfolio

AUSTRAK BUSINESS PARK

AUJIRAN DUJINCJJ FANN
Effem Foods	20.000	Sep 13
IPS Logistics	4.058	Apr 06
Visy Logistics	4.058	Apr 06
Boral Resources	3.336	Jun 12.
15 BERRY STREET. GRANVILLE
Linfox	9.884	Mar 05
19 BERRY STREET. GRANVILLE
Mitsubishi Motors Australia	20.242	Dec 07
CITIWEST INDUSTRIAL ESTATE. ALTONA NORTH

Westgate Transport	41.625	Aug 09
Westgate Transport	20.249	Аца 07
Just Jeans Group	12.241	Dec 13
Supply Chain Management	6.877	Feb 07
Vencenance Productions	6.079	Jun 05
Fort Knox Records Management	5.294	May 09
Australian Wire Industries	4.746	Mar 06
Alsafe Industries	4.328	Mar 08

7 FIGTREE DRIVE, HOMEBUSH BAY

Sydney Olympic Park Authority 3,457 Mar 06

11 GRAND AVENUE, CAMELLIA

Australian Pharmaceutical
Indiastries	29.499	Oct 34
Brother International	6.970	Sep 09
Cassons	5.382	Jan 30

2-4 HARVEY ROAD, KINGS PARK

May 09 Freedom Furniture 30,188

8 HERB ELLIOTT AVENUE, HOMEBUSH BAY Peregrine Semiconductors 3,294 $Feb 10$

7 PARKVIEW DRIVE, HOMEBUSH BAY

Samsung Electronics Australia 6,979 May 08

QUAD BUSINESS PARK

Quad 1
Dairy Farmers Australian
Co-operative	4.808	Oct 08
Ouad 2
Universities Admissions Centre	1.754	Mar $+2$
Swift & Moore	1.727	Jun 32
Quad 3
Areva T&D Australia	2,280	Aug 11
World Audio	784	May $\sqrt[3]{6}$

Sustainability Report

GPT is committed to advancing sustainability practice and performance of all its assets. For GPT, sustainability means meeting the development needs of the present without compromising the needs of future generations.

More specifically, it means optimising the environmental, social and economic value of our activities, in a manner that recognises our corporate responsibility to our stakeholders. Every day GPT provides office and industrial accommodation, eco-tourism and retail experiences to over 470,000 people, so this impact can be substantial.

The Importance of Sustainability

By adopting and committing to sustainable business practices, GPT is able to secure and promote the following benefits for Unitholders and the tenants and users of GPT's assets:

• reduced building operating and maintenance costs;
• improved risk minimisation:
• enhanced asset value;
• improved brand integrity and competitive advantage;
• improved access to capital;
• access to better decision making; and
• enhanced partnerships with stakeholders.

GPT's Approach to Sustainability

Because sustainability is a rapidly evolving area, GPT has chosen to take a strategic approach that commits to the following:

• identify, understand and measure our ongoing 'footprint' on the environment:
• innovate new management practices and initiatives to reduce our environmental impact;
• proactively benchmark and report on our triple bottom line (ie environmental, social and economic) performance through the internationally recognised Global Reporting Initiative, which is focussed on developing globally applicable Sustainability Reporting Guidelines;
• improve our economic return and reduce our environmental impact in investment decision making;
• empower stakeholders to act more sustainably in their day-to-day activities and in their transactions with GPT; and
• seek sustainable solutions to managing and operating our assets to drive long-term environmental, social and economic returns.

These objectives provide a framework to develop a Sustainability Business Plan for each of GPT's portfolios. Implementing these plans throughout 2004 has shown tangible results.

Achievements in 2004

Reflecting the diverse nature of GPT's assets, a number of different initiatives were undertaken across each of GPT's property portfolios over 2004.

Retail Portfolio

During 2004, the retail management team focussed on developing a strategic sustainable investment platform, based on the Global Reporting Initiative (see www.globalreporting.org).

Key achievements over the year included:

• Dandenong Plaza became the first shopping centre to be Eco-recycle certified for its integrated and leading approach. to waste management. As the National Waste management strategy is implemented across GPT's centres, annual savings are expected to be realised and will be reported. www.ecorecycle.vic.gov.au.
• Lend Lease Property Management (Aust) became the first property company in Australia to sign a Sustainability Covenant with the Environmental Protection Agency (EPA) of Victoria. The Covenant provides significant support and expertise from the EPA in sustainability commitments and activities planned for the Retail Portfolio. See www.epa.vic.gov.au/Sustainability_Covenants for more information.
• The Retail Portfolio was jointly awarded the Keep Australia Beautiful Plastic Bag Initiatives Reduction Award (commercial category) for distributing over 70,000 re-usable bags. See www.kabnsw.org.au for details.
• A comprehensive water audit and response strategy for Macarthur Square identified opportunities to reduce water costs by approximately \$54,000 a year. This work is nowbeing applied to other centres and significant operating cost reductions are expected in 2005/06.

• The "Working Towards a Greener Environment" campaign was initiated in both Victoria and New South Wales in an effort to encourage customers to take action to improve the environmental performance of their homes. Environment tips by way of poster and fridge magnets, water saving devices and energy efficient light globes were among the contributions provided to the community. A large number of local partnerships assisted in supporting this initiative, details of which can be found at www.lendleaseshopping.com.

• At Macarthur Square, a youth partnership has been established with Mission Australia to increase access to employment and other training opportunities for local youth.

• In the last two years we have reported on the environmental initiatives integrated into the Erina Fair redevelopment. In 2004, the performance of the passive air-conditioning initiative has been successfully confirmed. While in absolute terms, the energy, greenhouse and operating cost savings are small, the space has proved highly successful with our customers, with over 70% of customers acknowledging that the redevelopment positively contributes to their visit to the Centre (Research International, 2004).
• As part of the redevelopment of Penrith Plaza, an Ecoleasing suite is being created to provide resources and training for retailers to integrate sustainability initiatives into their fit-out design and operations. An Incident and Injury Free (IIF) centre training program for all retailers will also be supported in this dedicated space.
• Developments underway at Penrith Plaza and Macarthur Square are targeting improvements in energy consumption and greenhouse performance. Improved water consumption is also being targeted at these developments through the use of initiatives including waterless sanitary fittings and "A4" rated water fittings.

In 2005 the Retail Portfolio will define social and economic dimensions in order to identify appropriate measures and potential improvements. These measures will be reported in future reports.

Office Portfolio

During 2004 the Office Portfolio continued its focus on developing a sustainable investment platform and achieved solid results through a number of established initiatives.

• The Office Portfolio again delivered significant energy and greenhouse savings through participation in the Greenhouse Challenge program. In 2004, the Portfoliosaved over 12,000 tonnes of CO2. Since joining the program in 1997, the Portfolio has saved over 70,000 tonnes of CO2, the equivalent of taking over 16,000 cars off Australian roads for 12 months. This focus on reducing energy use has saved over \$5.9 million over the life of the program (based on average energy rates).
• Towards the end of 2004, GPT commissioned a 'whole of portfolio Australian Building Greenhouse Rating (ABGR) accredited process' which has involved pursuing an ABGR. 4.5 star commitment agreement for the Darling Park 3 base building. It is anticipated that the agreement will be executed in the first quarter of 2005.
• The two National@Docklands buildings at Victoria Harbour were designed to meet a minimum ABGR of 4.0 stars for the base building. The verification of the rating performance is expected in early 2006.
• The Australia Square "Waste Minimisation Plan Turning Rubbish into a Resource" achieved "Best Practice in the CBD" status from the Waste Audit Consultancy Services (NSW) in July 2002 and remains a benchmark. In 2004 similar waste recycling programs were installed in 580 George Street, Citigroup Centre and 530 Collins Street. This state-of-the-art initiative will be tailored and

Forecast Baselines, Target Emissions, Actual Emissions

Sustainability Report

implemented across the whole Portfolio through 2005. The total amount of waste recycled in 2004 was in excess of 5,600 tonnes, being over 58% of waste generation. This is equivalent to about 3,500 average Australian households' annual garbage.

The Queensland EPA agreed to provide a grant of \$20,000 to assist the installation of water saving devices in the Riverside Centre. This initiative will be implemented, where possible, into all other assets in the Office Portfolio.

The Office Portfolio will continue to drive the commitment to sustainability through the adoption of a Sustainability Strategy and Roadmap. This means developing and implementing systems to strategically manage and improve the Portfolio's performance across the triple bottom line. Initial activities include assessing existing performance in the areas of energy, water and waste consumption. These baseline measurements will be used to establish targets and allow the Portfolio to report on continual improvement. As an example, GPT will commit to the ABGR methodology to obtain new or updated ABGR base building performance accredited ratings for the whole Portfolio, where possible, by the second quarter of 2005.

Hotel/Tourism Portfolio

The Hotel/Tourism Portfolio has a dual approach to sustainability, recognising the fact that GPT owns city properties and eco-tourism resorts. For the CBD hotels, the Portfolio liaises with GPT's Office Portfolio due to the similar characteristics of these properties.

Voyages, the manager of GPT's resort assets, is responsible for sustainability initiatives across these assets. As the eco-tourism properties are located in areas of natural and cultural significance, sustainability is an area of ongoing focus for management. Ayers Rock Resort, Alice Springs Resort, Cape Tribulation Resort and Silky Oaks Lodge are all currently eco-tourism accredited resorts.

• Ayers Rock won the Keep Australia Beautiful Northern Territory Division Tidy Towns Award for 2004 (see www.kab.org.au for more information).
• The 2004 Power & Water Corporation Environmental Excellence Award was won by the Ayers Rock Resort laundry for its effort to reduce water and wastewater from laundry functions.
• Also consistent with the eco-tourism certification is Ayers Rock Resort management's implementation of internal ecology initiatives, including use of recycled paper and vegetable inks for printed material, developing a purchasing policy and a plastics recycling program.

A plastic bag reduction initiative at Ayers Rock Resort retail centre resulted in a drop in the number of plastic bags used by about 1,000 per day. Since program inception, about 30,000 bags have been "saved". Blodegradable and calicobags are available for purchase by customers.

During 2005, the Hotel/Tourism Portfolio will focus on implementing a more consistent system for measurement of resource usage and waste. This will form the basis for analysis and, hence, the identification of future strategies for reducing environmental impacts. Adopting appropriate processes across the Voyages Lodges assets (acquired in July 2004) will also be a focus for the management team during 2005.

Industrial/Business Park Portfolio

Across the Industrial/Business Park Portfolio GPT's assets include traditional industrial warehouse investments (with a low office content) and non-CBD business park investments (with a high office content). Strategies for these assets therefore vary.

Key initiatives include:

• Connection of Quad 3 and 7 Figtree Drive to the Sydney Olympic Park Water Reclamation and Management System (WRAMS) which collects and treats sewerage and stormwater from a number of buildings at Sydney Olympic Park and then supplies high quality recycled water back for use in the toilets and landscape irrigation. Quad 3 uses over 90% recycled water and 7 Figtree Drive uses 70%. Plans have been made for Quads 1 and 2 and 8 Herb Elliott Avenue to be connected in future periods.
• The completion of Quad 3 and design of Quad 4 with a 4.3 AGBR base building design.

Given the small scale and varying assets of the Industrial/Business Park Portfolio future initiatives will focus on identifying and implementing initiatives for individual assets.

GPT's Focus for 2005

During 2005, GPT will work to further strengthen its sustainable investment management practices to ensure there is a strong focus on major issues and that progress is made towards delivery of more consistent measurement and performance reporting. A major focus will be demonstrating business returns from sustainability strategies.

Corporate Governance

General Property Trust (GPT) and GPT Split Trust (GST) (collectively the Trusts) are registered managed investment schemes. Both GPT and GST are listed on Australian Stock Exchange (ASX) and GPT is registered with the Securities Exchange Commission in the US.

GPT Management Limited (GPTML) is the Responsible Entity for GPT and GST.

The Board of GPTML is responsible for corporate governance of the Trusts and regards good corporate governance as being of critical importance to all of the Trusts' stakeholders. The key corporate governance principles and practices adopted by the Board of GPTML follow.

ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations provide a framework for good corporate governance and include 10 core principles together with best practice guidelines. As at the date of this Report the Trusts comply with ASX Guidelines except to the extent set out in this Report. If a recommendation has not been followed an explanation has been provided in this Report.

GPT's website has a corporate governance section containing further information on the Trusts' governance practices together with copies of relevant policies such as Board and Committee Charters, Code of Conduct, continuous disclosure policy and policy concerning Directors and Officers trading in GPT Units (www.gpt.com.au).

GPTML Board

GPTML is a wholly owned subsidiary company of Lend Lease Corporation Limited. Lend Lease Corporation Limited makes all appointments to the GPTML Board, however, GPT's Board takes an active role in the appointment of new directors.

GPTML's Board currently consists of six non-executive directors, representing a broad range of skills and experience necessary for the strategic direction and progress of the Trusts. Members of the Board have significant experience in various fields including funds management, property investment, financial markets, taxation, accounting and law.

Of the six non-executive directors, four directors, including the Chairman, are considered to be independent. Independent directors are endorsed by Unitholders upon appointment and every three years thereafter. Details regarding GPT's directors and the operations of the Board are outlined below.

Role and Responsibilities of the Board

The Board has ultimate oversight responsibility for all of the Trusts' businesses. The Board's functions include:

• setting strategic direction and ensuring it is followed;

• approving and monitoring business plans to execute strategy;

• approving major investments and commitments;

• reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;
• reviewing chief executive officer and executive team performance and results:
• reviewing director and executive team compensation and benefits: and
• approving and monitoring financial and other reporting.

The Board has established a formal Charter that sets out its main responsibilities and functions. A copy of the Charter can be obtained from the GPT website (www.gpt.com.au). All Directors are required to have regard to the Charter in the performance of their duties.

All matters not specifically reserved for the Board and that are necessary for the day-to-day management of GPT are delegated to management. The Board has approved delegated authority limits for management in this context.

Composition of the Board

GPTML's Board currently consists of six non-executive directors of whom four, including the Chairman, are considered to be independent.

The Board is responsible for determining the independence of each director. In determining each director's independence the Board has regard to the following criteria which have been adapted from ASX Corporate Governance Principles and are set out in the Board Charter:

• the director must be non-executive:
• the director cannot be a substantial shareholder of GPT, GST or Lend Lease Corporation Limited;
• the director must not have been employed in an executive capacity with either GPTML or the Lend Lease Group within the last three years;
• the director must not have been a principal or employee of a material professional adviser or consultant to the Trusts or the Lend Lease Group within the last three years;
• the director must not have been a material supplier or customer to the Trusts or the Lend Lease Group;
• the director has no material contractual relationship with the Trusts other than as a director:
• the director has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Trusts:

L TO R: PETER JOSEPH, RICHARD LONGES, ERIC GOODWIN AND MALCOLM LATHAM.

• the director is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Trusts: and
• the director's past performance (if applicable) in their role as a director.

The Board has determined the independence of each of its directors using the criteria set out above. Based on those criteria the following directors are considered to be independent:

• Peter Joseph OAM Chairman
• Malcolm Latham AM
• Ken Moss
• Elizabeth Nosworthy AO

Details concerning the age, qualifications, experience and expertise of the directors of the Board are set out below.

Peter Joseph OAM (Director from 1 January 2004 appointed Chairman 24 November 2004)

Peter joined the GPTML Board in 30 April 2003. He is a Member of the Audit and Risk Management Committee and the Chairman of the Nomination and Remuneration Committee.

Peter chaired the Board as comprised by its Independent Directors during 2004 in reviewing the Lend Lease merger proposal and the Stockland takeover offer. Peter was appointed to the role of Chairman on 24 November 2004.

Peter is a career investment banker and experienced company director who has had a close involvement with the BT Financial Group for nearly 30 years. He was a director of the responsible entities of a number of BT funds including some of the BT property trusts. Since Westpac acquired the funds management arm of BT, Peter has resigned his directorships with that Group. He was also a director of the Peter Kurts Properties Group for 12 years.

Peter is currently Chairman of Dominion Mining Limited and was Chairman of the St Vincents & Mater Hospitals in Sydney until September 2004. He is also Chairman of the Sydney based St James Ethics Centre. He sits on the boards of a number of other charitable organisations and private companies. In 2000 Peter was awarded a Medal in the Order of Australia.

Richard Longes (Director and Chairman from 1 January 2004 to 24 November 2004)

Richard was a director in November 1998 when GPTML was appointed Responsible Entity of General Property Trust. At various times prior to that Richard has been a director of the manager of General Property Trust for periods totalling 12 years. Richard stepped down from the Board and the position of Chairman on 24 November 2004. At this time Richard also ceased being a member of the Nomination and Remuneration Committee.

Richard is a director of a number of public companies and administrative and charitable bodies, including Metcash Trading Limited and the National Institute of Dramatic Art. He is also Deputy Chairman of Lend Lease Corporation.

Richard is currently an Executive Director of Invested Bank (Australia) Limited and was formerly a partner of a national law firm.

Eric Goodwin (Director from 24 November 2004)

Eric joined the Lend Lease Group in 1963 as a cadet engineer and during his 42 year career with Lend Lease held a number of Senior Executive and subsidiary Board positions in the Australian operation; was the inaugural Manager of the Group's Asian operations in 1973 and lived and worked in the Americas in the late 1990s.

Eric has extensive experience in design, construction and project management, general management and investment and funds management.

Eric's experience includes Fund Management of the MLC Property Portfolio during the 1980s and as the founding Fund Manager of the Australian Prime Property Fund.

Malcolm Latham AM (Director)

Malcolm joined the GPTML Board in 1998 and is a member of the Nomination and Remuneration Committee.

Prior to joining, Malcolm was a senior executive in Lend Lease Corporation. During 2002-04 he was Chairman of the South Sydney Development Corporation and Chairman of a joint venture for the redevelopment of the Auckland Harbour waterfront.

Malcolm is currently a director of the Hornery Institute which undertakes projects in several States, skilling people for work and helping communities improve the places in which they live and work.

Malcolm has broad experience in urban development and planning in Australia, the UK, Canada and New Zealand. He holds degrees in Architecture and Urban Planning and was awarded the Order of Australia in 1990 for his work as Executive Chairman of the National Capital Development Commission, Canberra.

Ken Moss (Director)

Ken joined the GPTML Board in August 2000. He is the Chairman of the Audit and Risk Management Committee.

L TO R: KEN MOSS, BRIAN NORRIS, ELIZABETH NOSWORTHY AND ROSS TAYLOR.

Ken was brought up and educated in Newcastle where he worked for BHP and Howard Smith. He graduated from Newcastle University with a Bachelor of Engineering degree and a PhD in Engineering. He joined the Board following his retirement as Managing Director of Howard Smith in August 2000.

Ken is a non-executive director of Adsteam Marine Limited. He is also Chairman of Boral Limited and Centennial Coal Company Limited and is a board member of the Australian Maritime Safety Authority.

Brian Norris (Director)

Brian was a director in November 1998 when GPTML was appointed Responsible Entity of General Property Trust. At various times prior to that Brian has been a director of the manager of General Property Trust for periods totalling 21 years. Brian is a member of the Audit and Risk Management Committee.

Brian is a chartered accountant and has specialised in revenue law throughout his professional career, qualifying in law in 1972. He has a long association with the Lend Lease Group, including assisting in the establishment and development of Australian, US and Asian based property investment funds.

Brian is also a director of Lend Lease Global Properties SICAF, Lend Lease Asia Properties SICAF, Asia Pacific Investment Company and Asia Pacific Investment Company No. 2.

Elizabeth Nosworthy AO (Director)

Elizabeth joined the GPT Board in March 1998. She is a member of the Audit and Risk Management Committee.

Previously Elizabeth was a commercial partner in a national law firm where she specialised in financing work including infrastructure financing. She holds bachelor degrees in Arts and Law from the University of Queensland and a Master of Laws from the London School of Economics. Elizabeth is a Fellow of the Australian Institute of Company Directors and has held a wide range of directorships in both the private and the public sectors.

Elizabeth is currently Deputy Chairman of Babcock & Brown Limited and the Chairman of Commander Communications Limited and Stanwell Corporation Limited. She is a director of Ventracor Limited. She is also an Adjunct Professor of Law at the University of Queensland and a Council Member of the National Gallery of Australia.

Ross Taylor (Director from 28 April 2004 to 24 November 2004)

Ross is CEO of Asia Pacific and Americas for Lend Lease. Ross joined Lend Lease in 1985 as a site engineer with Civil & Civic. He has held numerous roles spanning several countries

and real estate disciplines, including CEO of Lend Lease's Real Estate Solutions business, a role he held for nearly two years. Ross holds a Bachelor of Engineering (Civil) from the University of Queensland.

Changes to the Board

During 2004 Richard Longes and Ross Taylor stepped down from the Board and Eric Goodwin was appointed. At the Annual General Meeting of Unitholders held on 29 April 2004, Unitholders endorsed Ken Moss' continued appointment as a director of the Board.

The Board comprised of its Independent Directors

In May 2004, the Board received a proposal from Lend Lease Corporation Limited to merge GPT with Lend Lease Corporation (Merger Proposal).

Richard Longes, Ross Taylor and Brian Norris all declared their position as non-independent directors and stood aside from any Board consideration of the Merger Proposal.

For the purposes of evaluating the Merger Proposal on behalf of GPT Unitholders, the Board comprised the Independent Directors: Peter Joseph (Chairman), Malcolm Latham, Ken Moss and Elizabeth Nosworthy. During the period between 20 May 2004 and 17 November 2004 when GPT Unitholders met to consider the Merger Proposal, the Board comprised of its Independent Directors met on 28 occasions.

On 8 November 2004 the Board was advised of a proposal from Stockland Corporation and Stockland Trust to acquire all of the units in GPT (Stockland Offer).

For the purposes of evaluating the Stockland Offer on behalf of GPT Unitholders, the Board initially comprised the Independent Directors: Peter Joseph (Chairman), Malcolm Latham, Ken Mossand Elizabeth Nosworthy. In January 2005 Elizabeth Nosworthy declared a conflict of interest and stood aside from any further Board consideration of the Stockland Offer or the subsequently announced proposed joint venture with Babcock & Brown Limited.

During the period between 17 November and 31 December 2004, the Board, comprised of its Independent Directors, met on seven occasions.

In light of the connections between GPTML and Lend Lease, GPTML also took steps to ensure the independence and integrity of the processes by which the Board comprised of its Independent Directors evaluated and made recommendations to GPT Unitholders in relation to both the Merger Proposal and the Stockland Offer. This included the appointment of Blake Dawson Waldron as a governance adviser and the adoption of a Governance Protocol.

Attendance at meetings by Directors

The number of Board meetings and Directors' attendance at those meetings during the financial year are set out below.

	MEETINGS ATTENDED	MEETINGS HELD
Peter Joseph*	13	14°
Richard Longes**	12	13
Eric Goodwin***
Malcolm Latham	14	14٬
Ken Moss	10	14 6
Brian Norris	13	14
Elizabeth Nosworthy	14	14°
Ross Taylor****	12	13

Not including meetings of the Board comprised of its independent directors.

• Peter Joseph was appointed Chairman of the Board on 24 November 2004. s. Richard Longes stepped down as a director on 24 November 2004. Prior to this Richard was also Chairman of the Board.
• *** Eric Goodwin was appointed as a director on 24 November 2004.
• **** Ross Taylor was appointed as a director on 28 April 2004 and stepped down on 24 November 2004.

Unitholdings and trading in Trust Securities

Details of all holdings of Directors and Specified Executives are disclosed in the Directors' Report and Note 23 to the GPT Annual Consolidated Financial Report and the Directors' Report and Note 9 to the GST Annual Consolidated Financial Report.

In addition to its responsibilities under the Corporations Act, the Board has established a policy for directors and officers trading in GPT and GST Units (Trust Securities). This policy provides that:

• Directors and officers are not permitted to trade in Trust Securities in the six weeks prior to the announcement of the half-year and full year results of the Trusts.
• Even during the permitted trading window, no director or officer may deal in Trust Securities if he or she has information which, if publicly available, would affect the price of those securities.
• Dealing in financial products over Trust Securities units created by third parties, e.g. warrants, is prohibited.

A full copy of this policy can be obtained from the GPT website (www.gpt.com.au).

The Code of Conduct (discussed in more detail below) also sets out an explanation and prohibition of insider trading. The Code of Conduct is applicable to all employees involved in the day-to-day operations of the Trusts as well as the directors and officers of GPTML.

Resources available to Directors

The Board collectively, and each director individually, has the right to seek independent professional advice in the performance of his or her duties as a director.

Remuneration of Directors and Specified Executives

GPTML and not the Trusts pays all directors, executives and employees involved in the operation of the Trusts.

Remuneration details and policies for directors and Specified Executives of GPTML are contained in the Directors' Report and Note 23 to the GPT Annual Consolidated Financial Report and the Directors' Report and Note 9 to the GST Annual Consolidated Financial Report. Specified Executives are those executives of GPTML who have the greatest authority in dealing with the Trusts' operations. The policies set out are consistent with the Lend Lease remuneration policies to the extent relevant. No component of director or executive remuneration is comprised of Trust Securities.

Board Appraisal Process

The Board has instituted an annual performance assessment using external Consultants. The review process is designed to help enhance performance by providing a mechanism to raise and resolve issues and to provide recommendations to assist the Board to enhance governance. This process included interviews with directors and with Senior Executives as well as questionnaires completed by directors and Senior Executives.

During 2004 a performance assessment was undertaken and a report was provided to the Board. Given the commitments involved in first the Merger Proposal and second, the Stockland Offer, the Board deferred detailed consideration of this report pending resolution of these matters.

Committees of the Board

The Board has established the following committees to assist it in carrying out its responsibilities:

• Audit and Risk Management Committee; and
• Nomination and Remuneration Committee.

The Chairman of each Committee is an Independent Director with the appropriate qualifications and experience to carry out that role.

Specific functions and responsibilities have been formally delegated to those committees, as outlined below.

Audit and Risk Management Committee

The Audit and Risk Management Committee functions as an audit committee by giving assurance regarding the quality and reliability of financial information used by the Board and reviewing and reporting on financial statements issued by GPTML.

In addition, the Audit and Risk Management Committee performs a range of advisory functions, including:

compliance with statutory responsibilities relating to financial disclosure and with various policies and risk management practices;

• review of ongoing compliance with the Trusts' Constitutions and Compliance Plans;
• review and approval of transactions involving the Lend Lease Group. This includes the review of all service contracts, which are subject to an independent expert's verification as to their appropriateness and arm's length nature; and
• overseeing the establishment and implementation of a risk management system that incorporates a system of assurance confirming the Trusts' risks are being considered and appropriate management plans are in place.

The Audit and Risk Management Committee has a formal Charter which sets out the Committee's responsibilities and functions. A copy of the Charter can be obtained from the GPT website (www.gpt.com.au).

During 2004 the meetings of the Audit and Risk Management Committee were conducted on six occasions.

The Audit and Risk Management Committee is made up of four Non-Executive directors. Three of the directors, including the Chairman, are independent.

Set out below is the attendance record for the Audit and Risk Management Committee in 2004.

	MEETINGS ATTENDED	MEETINGS HELD
Ken Moss (Chairman)	в
Peter Joseph
Brian Norris	h
Elizabeth Nosworthy	↖

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was established in November 2003 with responsibility for identifying and making recommendations to the Board regarding the appointment of Non-Executive directors and reviewing and making recommendations to the Board regarding remuneration. of Non-Executive directors and senior executives.

The Nomination and Remuneration Committee has a formal Charter which sets out the Committee's responsibilities and functions. A copy of the Charter can be obtained from the GPT website (www.gpt.com.au).

The Nomination and Remuneration Committee has established procedures for the selection of candidates for appointment to the Board, including independent professional search and review of candidates with appropriate experience and qualifications.

GPTML is a wholly owned subsidiary company of Lend Lease Corporation Limited and pays all remuneration of Non-Executive directors, senior executives and other employees. However, the Board makes recommendations to Lend Lease on the performance of GPT and the individuals concerned.

Under the Charter of the Nomination and Remuneration Committee, the Committee is to be comprised of threedirectors, of whom at least two are to be independent. When Richard Longes stepped down from the Board on 24 November 2004, he ceased to be a member of the Nomination and Remuneration Committee. In light of the current circumstances surrounding the Trusts, the Board has not yet filled this vacancy. When this occurs, it is expected that Peter Joseph, as Chairman of the Board, will be replaced as Chairman of the Nomination and Remuneration Committee.

Set out below is the attendance record for the Nomination and Remuneration Committee in 2004.

	MEETINGS ATTENDED	MEETINGS HELD
Peter Joseph (Chairman)
Malcolm Latham
Richard Longes*

Richard Longes resigned as a member of the Committee on 24 November 2004 when he stepped down from the Board.

Registry

ASX Perpetual Registrars Limited is GPT's unit register manager and holds all Unitholder records electronically. ASX Perpetual are also responsible for the maintenance of Unitholder records, GPT's call centre, and the preparation of distribution payments.

Risk Management/Compliance and Control Framework

GPTML uses an Enterprise Risk Management approach to identify, evaluate, treat, monitor, quantify and report significant risks to the Audit and Risk Management Committee and through the Audit and Risk Management Committee to the Board.

The objectives of this approach are to provide effective identification, assessment and management of risks that may impact on Unitholder value.

Liaising with the Chief Financial Officer and Company Secretary, Lend Lease's Corporate Risk Management Division provides risk management services to GPTML. Its role includes:

• assisting management to imbed a risk management culture;
• consolidating information for presentation to the Audit and Risk Management Committee;
• assisting businesses to identify risks and implement control;
• advising on and implementing risk treatment strategies;
• maintaining effective early warning reporting systems; and
• internal audit.

Comorate Covernance

Formal internal and external audit procedures are utilised to provide assurance.

GPTML's approach to risk management follows the Australian/New Zealand Standard on Risk Management AS/NZ4360:1999.

In addition to the risk management framework referred to above, GPTML operates a compliance and control framework which is based on the following:

• appropriate supervision;
• documented definition of management and staff responsibilities and reporting lines;
• procedures to ensure compliance with the Trusts' Constitutions and the law:
• an effective reporting and audit function; and
• procedures to ensure that staff receive appropriate training.

The central documents in this framework are the Trusts' Compliance Plans. The Compliance Plans aim to give the Board and others a clear view of systems in place in operating the Trusts and GPTML's reporting framework, so that the Board can, amongst other things:

• monitor the degree of compliance with the Corporations Act, the Trusts' Constitutions and the Compliance Plans; and
• report to the Australian Securities and Investments Commission should material non-compliance occur.

GPTML has operating procedures and policies that do not form part of the Compliance Plans. Accordingly the Compliance Plans do not describe in detail all aspects of GPTML's systems and processes. They do, however, provide sufficient detail to describe the extent of the more detailed systems, policies and procedures plus information on how those systems can be assessed.

Quarterly reports are provided to the Audit and Risk Management Committee in respect of the compliance activities undertaken in accordance with the Compliance Plans. Each year, the Compliance Plan Auditor (PricewaterhouseCoopers) audits compliance with the measures set out in the Compliance Plans and the results of this audit are lodged with the Australian Securities and Investments Commission.

In terms of the integrity in financial reporting, risk management and internal control systems, the Chief Executive Officer and the Chief Financial Officer have stated in writing to the Board that:

• The Trusts' Financial Reports for the financial year ended 31 December 2004 present a true and fair view in all material respects of the financial position and operational results of the Trusts in accordance with the relevant accounting standards.
• The statement above is based on a sound system of risk management and internal compliance and control systems which implements the policies adopted by the Board.
• The Trusts' risk management and internal compliance and control environment regarding its financial reporting is operating efficiently and effectively in all material respects.
• Nothing has come to their attention since 31 December 2004 that would indicate any material change to the statements above.

External Auditor

The Trusts' external auditor is PricewaterhouseCoopers (PWC).

Under GPTML's guidelines for the engagement of and dealing with Auditors:

• The auditor's appointment will be reviewed every five years and the lead audit and review partner must be rotated every five years.
• Any major non-audit work to be undertaken by the auditor must be approved by the Audit and Risk Management Committee.
• The Audit and Risk Management Committee regularly monitor the type of non-audit work undertaken by the auditor and the fees paid for such work and provide advice to the Board on the independence of the auditor.

The Audit and Risk Management Committee is responsible for making recommendations to the Board on the appointment, reappointment, replacement, and remuneration of external auditors.

All fees paid to the auditors are disclosed in the Annual Financial Report of the Trusts.

PWC has provided a written confirmation to the Board that to the best of its knowledge and belief, there have been no contraventions of:

• The auditor independence requirements of the Corporations Act 2001 in relation to the audit.
• Any applicable code of professional conduct in relation to the Audit.

Code of Conduct

As a subsidiary of Lend Lease Corporation Limited, all GPTML directors and employees are committed to and bound by the Lend Lease Code of Conduct. The Code of Conduct is available on the GPT website (www.gpt.com.au).

The Code of Conduct deals with:

• how to deal with Conflicts of Interest:
• prohibition on Insider Trading;
• prohibition on making unauthorised gains and misuse of company assets;
• non-disclosure of confidential information;
• equal opportunity;
• fair competition;
• a consciousness of the environment as well as health and safety at all times;
• prohibition on making unauthorised public statements;
• prohibitions on making unauthorised political donations; and
• working in a collaborative manner.

The Lend Lease Core Values, by which GPT directors and employees seek to conduct themselves, are:

• Respect
• Integrity
• Innovation
• Collaboration
• Excellence.

Communication with Unitholders

The Board is committed to effective communication with the Trusts' unitholders and to ensuring the market is fully and timely informed.

In addition to complying with the continuous disclosure obligations required by Australian Stock Exchange, timely and accurate information is made available to all stakeholders. Stock exchange announcements are:

• Broadcast to Australian Stock Exchange.
• Posted to the 'newsroom' section of the GPT website (www.gpt.com.au). Additionally, interested parties can register for our 'Alert Service' to receive an emailed message following new announcements.
• Distributed to major media and investor contacts.

GPTML executives also meet with investors and their representatives on a regular basis to discuss the Trusts and their performance.

The Company Secretary is responsible for communication with Australian Stock Exchange in relation to listing rule obligations, including continuous disclosure.

The Trusts have a Continuous Disclosure Policy in place which is posted on the website (www.gpt.com.au). This Policy outlines the concepts and principles of continuous disclosure, how they apply in practice, the obligations on GPT management personnel to keep the market informed at all times, the procedure to be followed in the case of a disclosable event and the penalties for contravening continuous disclosure obligations.

Unitholder Meetings

Although GPT is not required by law to hold an Annual General Meeting, it is GPTML's policy to hold an Annual Meeting of Unitholders. GPT was a pioneer among listed property trusts in establishing this practice.

The Annual Meeting is held each year whether or not there is any formal business to consider. The meeting is an opportunity for Unitholders to be briefed on GPT's activities and to ask questions of the Board and management.

The auditor attends the Annual Meeting and is available to answer Unitholder questions about the conduct of the audit and the preparation and content of the Auditor's Report.

Political Donations

GPT does not make cash donations to any political parties, politicians or persons standing for public office.

People

L TO R: NIC LYONS, MICHAEL O'BRIEN, JAMES COYNE AND MARK FOOKES.

This section provides an overview of some of the organisations and people involved with the management of GPT, its properties and services. Details of the directors of GPT are found in the Corporate Governance Section of this Report.

Management Team

GPT's management team is responsible for all aspects of the management of the Trust. This includes determining the strategic direction, managing the assets, acquiring and selling properties, accessing funding for the Trust and providing appropriate services to Unitholders.

The management team includes a dedicated specialist portfolio manager for each of the Retail, Office, Industrial/Business Park, Hotel/Tourism and Masterplanned Urban Communities Portfolios who is responsible for the properties within that sector's portfolio.

The following people comprise GPT's senior management team:

Chief Executive Officer (Nic Lyons)

As Chief Executive Officer, Nic is responsible for the overall management and performance of GPT. Setting and implementing the overall Trust strategy, identifying and implementing new opportunities for GPT and reporting to GPT Management Limited's Board are a major focus of Nic's role.

Nic oversees the Senior Management Team in the implementation of Trust strategy and achieving appropriate returns to investors.

Fund Manager (Michael O'Brien)

As Fund Manager, Michael is responsible for the day-to-day management and performance of GPT. Setting and implementing the overall Trust strategy and identifying and implementing new opportunities for GPT in conjunction with the CEO are a focus of Michael's role.

Legal Counsel and Company Secretary (James Coyne)

James is responsible for legal and compliance issues, as well as communications to the Board and the coordination of regular Board and Audit and Risk Management Committee meetings. Other responsibilities include compliance with the Corporations Act and GPT's Trust Deed (Constitution).

Portfolio Managers (Mark Fookes, Tony Cope, Bruce Morris, Victor Georos and Martin Janes)

Each portfolio manager and his respective team are responsible for the overall performance of each of the assets in their portfolio. This involves the development of comprehensive asset plans setting the strategic direction for the portfolio and each property in the portfolio to ensure they continue to meet the long-term investment objectives. They also liaise with asset managers and property managers on capital expenditure, leasing, and tenancy issues. Assessing and recommending new investment opportunities are major functions of each portfolio manager's role.

Chief Financial Officer (Kieran Pryke)

Kieran and GPT's accounts team are responsible for the Trust's accounting and financial reporting functions. The team is also responsible for GPT's budgeting, equity and debt raising and distribution payments.

Investor Relations and Marketing Manager (Donna Byrne)

Donna and the Investor Relations team are responsible for all communication to investors. This includes production of the annual and mid-year reports for the Trust, quarterly communications to investors, Unitholder meetings, the payment of distributions, and the management of GPT's website, as well as its call centre and registry services.

L TO R: TONY COPE . BRUCE MORRIS, VICTOR GEOROS, MARTIN JANES, KIERAN PRYKE AND DONNA BYRNE.

Lend Lease Connection

GPT Management Limited, the Responsible Entity of GPT, is a wholly owned subsidiary of Lend Lease Corporation Limited.

The Lend Lease Group provides the following services to GPT:

• Retail development and property management -Lend Lease's Retail Group is one of the largest managers of retail space in Australia, with 18 shopping centres under management (15 owned by GPT). The Retail Group also manages GPT's Homemaker City centres. The team has experienced specialists in the areas of retail design, development and management.
• Research The Research team is an important resource for GPT Management. The principal activities of this group include: modelling the Australian property markets to provide forecasts which are used in decision making for GPT's portfolios; sourcing and evaluating information for use by GPT Management, and Research into consumer and demographic trends which contribute to planning for each retail centre's continued performance.
• Capital Transactions In conjunction with the GPT Management team, the Capital Transactions team identifies acquisition opportunities for GPT and negotiates property acquisitions and sales. With skills in valuation and negotiation, this team leverages the relationships of the Lend Lease Group to provide new real estate opportunities for GPT.
• Project management and construction Bovis Lend Lease is a world leader in the project management and construction services industry and is recognised worldwide as a partner of choice for many leading global organisations. Bovis Lend Lease provides construction and project management services to GPT on a range of projects across the Retail, Office, Industrial/Business Park and Hotel/Tourism Portfolios.

External Service Providers

Jones Lang LaSalle

Jones Lang LaSalle, a global provider of comprehensive real estate and investment management services operating on five continents. Jones Lang LaSalle has 75 million square metres under management, including the majority of GPT's office and industrial assets.

ASX Perpetual Registrars Limited

ASX Perpetual Registrars Limited operate GPT's Unitholder registry and Unitholder Service Centre.

PricewaterhouseCoopers

PricewaterhouseCoopers are the statutory auditors for GPT. In this role they report to Unitholders on the financial statements. PricewaterhouseCoopers also perform the audit function for GPT's Compliance Plan.

DB Real Estate

DB Real Estate manage 1 Farrer Place, Sydney, on behalf of the joint owners, Deutsche Office Trust, GPT and Australian Prime Property Fund.

GPT Split Trust Report

The GPT Split Trust was established in 1984 for the benefit of Unitholders who wanted to invest in units with either an income or growth orientation. The underlying investment of the Split Trust is GPT units and thus the investment in a broad portfolio of significant Australian retail, office, hotel/tourism and industrial/business park properties. For each GPT unit held by the Split Trust there is one Income Unit and one Growth Unit. The distributions for the Split Trust units are based on those of GPT units. The Income Units and Growth Units of the Split Trust are listed on Australian Stock Exchange.

As outlined elsewhere in this Report, GPT's Independent Directors announced on 17 February 2005 a proposal to internalise the management of GPT and enter into a joint venture with Babcock & Brown, which they believe is in the interests of GPT Unitholders.

This proposal would change the structure of GPT and the nature of income distributed by GPT and, like other recent proposals (including the Stockland Takeover Offer and the Lend Lease merger proposal), would create difficulties for the operation of the Split Trust, which was designed to invest purely in GPT units and to distribute income derived from the investment in those units. In addition, many Unitholders in the Split Trust have recently converted their units to GPT ordinary units, reducing the number of units on issue.

Bearing this in mind, should the proposal to internalise GPT be approved by GPT Unitholders, the Responsible Entity may have no alternative other than to propose a winding up of the Split Trust, as provided for in the Split Trust Constitution and described in the Explanatory Memorandum dated 15 October 2004 which was despatched to Unitholders in connection with the Lend Lease merger proposal. As outlined in this document, on a winding up of the Split Trust, the assets of the Split Trust

(ie the GPT units owned by the Split Trust) would be realised and the net proceeds (after wind up costs) would then be distributed as follows:

• the first \$1.50 and 25% of the balance in excess of \$1.50 will be distributed to holders of income units; and
• 75% of the balance in excess of \$1.50 will be distributed to holders of growth units.

The taxation consequences of a winding up are complex and generally not favourable for Unitholders. Further information will be provided to Split Trust Unitholders prior to the proposed May meeting of GPT Unitholders.

Distributions

The Income Unit receives the first nine cents of the GPT unit's distribution for each six-monthly distribution, plus 25% of the excess. For 2004, income Units received a distribution of 19.00 cents per unit, an increase on the previous vear's distribution of 18.80 cents. The price of an Income Unit decreased, from \$2.46 at the end of December 2003 to \$2.27 at the close of 2004.

The Growth Unit receives 75% of the amount of the GPT unit's six-monthly distribution above nine cents. It can be seen from the table below that when the income for GPT Units is greater, Growth Units receive a greater percentage of the distribution, ie they benefit from growth in distributions. Conversely, when the distribution from GPT units is lower, the Growth Units receive a smaller percentage.

For 2004, Growth Units received a distribution of 3.00 cents per unit, an increase on the previous year's distribution of 2.40 cents and their price increased from 48.0 cents at 31 December 2003 to \$1.44 at 31 December 2004.

ORDINARY GPT UNIT		GROWTH UNIT		INCOME UNIT
SIX MONTHS TO	CENTS PER UNIT	CENTS PER UNIT	% OF ORDINARY GPT UNIT	CENTS PER BNIT	% OF ORDINARY GPT UNIT
June 2003	10.5	$(10.5 - 9.0) \times 75\% = 1.125$	10.7	$[(10.5 - 9.0) \times 25\%] + 9.0 = 9.375$	-89.3
December 2003	10.7	$(10.7 - 9.0) \times 75\% = 1.275$	11.9	$[(10.7 - 9.0) \times 25\%] + 9.0 = 9.425$	88.1
June 2004	10.9	$(10.9 - 9.0) \times 75\% = 1.425$	13.1	$[(10.9 - 9.0) \times 25\%] + 9.0 = 9.475$	86.9
December 2004	11.1.	$(11.3 - 9.0) \times 75\% = 1.575$	14.2	$[(13.3 - 9.0) \times 25\%] + 9.0 = 9.525$	85.8

Distributions received for 2003 and 2004

Investor Relations

Distributions are paid to Unitholders each quarter, and an update on recent activities is enclosed with each distribution.

GPT's website is also a useful source of information for Unitholders. The site is regularly updated to ensure Unitholders have access to up-to-date information. The entire site is updated each six months in conjunction with the announcement of GPT's Annual and Mid-Year Results and all stock exchange announcements are posted to the site immediately on receipt by ASX.

The website includes detailed information about GPT's assets. investment performance and distributions. Stock exchange and other announcements are available in the News section of the site, which also includes an email alert service. Copies of the most recent reports may also be downloaded from the site.

You can access GPT's website at www.gpt.com.au.

Meeting of Unitholders

The Trust's regular Annual Meeting of Unitholders was held on 29 April 2004. Unitholders endorsed the reappointment of Ken Moss to the Board of GPT Management Limited and were given an overview of the performance of the Trust and each Property Portfolio.

As outlined in the Chairman's Report, a Meeting of Unitholders was held on 17 November to consider a proposal to merge with Lend Lease.

The next Meeting of Unitholders will be held in late May 2005. The Meeting will consider the proposal to internalise GPT's management and enter into a joint venture with Babcock & Brown, as outlined in the Chairman's Report.

Enquiries

Enquiries about your investment in GPT or GPT Split Trust can be directed to the Unitholder Service Centre on Freecall 1800 025 095. This service is available from 8.30am to 5.30pm (Sydney time) on all business days. Enquiries may also be emailed via GPT's website (www.gpt.com.au) or ASX Perpetual Registrars' website (www.asxperpetual.com.au).

Requests for changes to your holding details, distribution payment details, or general enquiries can all be directed to the Unitholder Service Centre. The Unitholder Service Centre can also provide information on current offers at each of GPT's hotel/tourism assets.

GPT'S WEBSITE

Directors' Report

The directors of GPT Management Limited, the Responsible Entity of General Property Trust and GPT Split Trust, present their report together with the financial reports of General Property Trust and GPT Split Trust for the financial year ended 31 December 2004 and the Audit Reports thereon.

Directors

The following persons were directors of GPT Management Limited during the financial year:

Richard Longes (resigned 24 November 2004) Eric Goodwin (appointed 24 November 2004) Ken Moss Elizabeth Nosworthy

Peter Joseph (appointed Chairman 24 November 2004) Malcolm Latham Brian Norris Ross Taylor (appointed 28 April 2004 and resigned 24 November 2004)

Trust

General Property Trust (GPT)

GPT comprises General Property Trust (Parent Entity), its controlled entities and joint ownership vehicles as disclosed in Note 19 to the consolidated financial statements.

GPT Split Trust The Trust comprises GPT Split Trust.

Principal Activity

The principal activity of GPT is to invest in investment properties.

The principal activity of GPT Split Trust is to invest in GPT units.

Review of Operations and Changes in the State of Affairs Financial Results

$GPT$

The operating result of GPT for the financial year ended 31 December 2004 is a profit of \$426.4 million (Dec 2003: \$420.2 million).

GPT Split Trust

The operating result of GPT Split Trust for the financial year ended 31 December 2004 is a profit of \$4,621 thousand (Dec 2003: \$4,717 thousand).

Earnings per Unit

GPT

The earnings per unit (before profits on disposal of properties and costs related to the proposed merger with Lend Lease and the bid for GPT by Stockland) for the financial year ended 31 December 2004 was 22.0 cents (Dec 2003: 21.6 cents).

During the financial year, GPT acquired Darling Park Stage 3 in Sydney, a site adjoining Homemaker City Fortitude Valley in Brisbane, The Quad 4 land at Homebush Bay, 8 Herb Elliot Avenue and 7 Figtree Drive at Homebush Bay and the Joint Venture Investment Agreement with the Commonwealth Bank of Australia re Sunshine Plaza was unwound. GPT also acquired, in conjunction with Voyages Hotels & Resorts Pty Limited, P&O Australian Resorts portfolio which includes Silky Oaks Lodge and the Dunk, Bedarra, Brampton, Lizard, Heron and Wilson Island resorts, all located in Queensland as well as Cradle Mountain Lodge in Tasmania. All properties are now owned by GPT, with the exception of Brampton and Lizard Island Resorts which are owned by Voyages Hotels & Resorts Pty Limited. In addition, IKEA Building Prospect, Sydney and Homemaker City Springwood, Brisbane were divested.

GPT responded to a merger proposal from Lend Lease Corporation Limited, resolutions to approve this proposal were put to unitholders at a meeting on 17 November 2004, the proposals did not receive the required majority vote therefore the merger did not proceed.

On 8 November 2004, the Stockland Group announced an unsolicited takeover offer for GPT, the offer is subject to a number of conditions. As at 10 February 2005 Stockland had received acceptances of less than 0.9% of GPT units and has extended the time for acceptance of its offer to 4 March 2005. GPT's response to the Stockland offer is set out in its Target Statement of 22 December 2004 and First Supplementary Target Statement of 24 January 2005. The GPT directors continue to recommend that unitholders do not accept the Stockland offer.

GPT Split Trust

The earnings per unit for the financial year ended 31 December 2004 was 19.0 cents per Income Unit (Dec 2003: 18.8 cents) and 3.0 cents per Growth Unit (Dec 2003: 2.4 cents).

Directors' Report

Distributions

GPT

The Responsible Entity has determined the payment of a distribution for the financial year ended 31 December 2004 of 22.0 cents per unit (Dec 2003: 21.2 cents).

GPT Solit Trust

The Responsible Entity has determined the payment of a distribution for the financial year ended 31 December 2004 of 19.0 cents per Income Unit (Dec 2003: 18.8 cents) and 3.0 cents per Growth Unit (Dec 2003: 2.4 cents).

Events Subsequent to Balance Date

The directors are not aware of any matter or circumstance occurring since the end of the financial year not otherwise dealt with in this report or accounts that has significantly or may significantly affect the operations of the Trusts, the results of their operations or the state of affairs of the Trusts in subsequent financial years. In making this statement in respect of events subsequent to balance date the conflicted directors have relied upon assurances provided by non-conflicted directors.

Directors' Benefits

No director of the Responsible Entity has received or become entitled to receive any benefit from the Trusts during the financial year by reason of a contract made by the Responsible Entity or a related corporation with the director or with a firm of which the director is a member, or with an entity in which the director has a substantial financial interest.

Indemnification and Insurance of Officers

No insurance premiums are paid out of the assets of the Trusts for insurance cover provided to the Responsible Entity or the auditors of the Trusts. As long as the officers of the Responsible Entity act in accordance with the Trust Deeds and the Law, the Responsible Entity remains fully indemnified out of the assets of the Trusts against any losses incurred while acting on behalf of the Trusts. The auditors are in no way indemnified out of the assets of the Trusts.

Rounding of Amounts

GPT

The amounts disclosed in the Directors' Report have been prepared in accordance with Class Order 98/0100 issued by the Australian Securities & Investments Commission, pursuant to which, unless otherwise indicated, the amounts in the Directors' Report have been rounded to the nearest tenth of a million dollars.

GPT Split Trust

The amounts disclosed in the Directors' Report have been prepared in accordance with Class Order 98/0100 issued by the Australian Securities & Investments Commission, pursuant to which, unless otherwise indicated, the amounts in the Directors' Report have been rounded to the nearest thousand dollars.

Environmental Regulation

The directors are satisfied that there are no significant issues that currently have an impact on the Trusts. A report on environmental initiatives in each of GPT's property portfolios is found elsewhere in the Annual Report.

Interests in Trusts

The movement in units in the Trusts during the year is set out below

	31 DEC 2004	31 DEC 2003
GPT
Units issued during the year	67,000,000
Units redeemed during the year
Units on issue at year end	2,016,716,610	1,949,716,610
GPT Split Trust Units
Units issued during the year
Units redeemed during the year	(1, 276, 970)	(503, 463)
Units on issue at year end	20,832,742	22,109,712

Value of Assets

$GPT$

The value of GPT's assets as at 31 December 2004 is \$9,097.0 million (Dec 2003: \$7,695.1 million), derived on the basis set out in Note 1 to the financial statements.

GPT Solit Trust

The value of GPT Split Trust's assets as at 31 December 2004 is \$64,082 thousand (Dec 2003: \$61,554 thousand), derived on the basis set out in Note 1 to the financial statements.

Fees Paid to and Interests Held in the Trusts by the Responsible Entity

GPT

Fees paid to the Responsible Entity and its Associates out of GPT property during the financial year are disclosed in Note 3 to the financial statements. No fees were paid out of GPT to the directors of the Responsible Entity during the financial year.

GPT Split Trust

No Responsible Entity fees have been charged against GPT Split Trust during the financial year as disclosed in Note 7 to the financial statements. No fees were paid out of GPT Split Trust to the directors of the Responsible Entity during the financial year.

	31 DEC 2004	31 DEC 2003
Units held by GPT Management Limited in GPT Split Trust	.000	1.000

Likely Developments and Expected Results of Operations

Further information on likely developments in the operation of the Trusts and the expected results of those operations have not been included in this report because the Responsible Entity believes it would be likely to result in unreasonable prejudice to the Trusts.

Executives' and Directors' Disclosures

(a) Compensation Policy

Directors and Senior Executives

All GPT Management Limited directors, executives and employees are paid by Lend Lease Corporation. GPT Management Limited receives a fee for managing GPT.

Lend Lease's Compensation and Benefits Policy is determined by the Lend Lease Board's Personnel and Organisation Committee (P&O Committee). The policy is to reward senior executives with market competitive compensation and benefits, taking into account the performance of the individual, GPT and Lend Lease. In assessing these benchmarks, Lend Lease takes account of expert advice and the relevant external comparators in the real estate and related sectors.

Lend Lease's approach to executive compensation is to provide a balance of fixed and performance based cash elements with an emphasis on increasing 'at risk' compensation for senior executives and executive directors. Outlined below are the elements and the philosophy behind them.

Compensation paid by Lend Lease is designed to be appropriate and competitive on such issues as incentives, pensions, superannuation and other benefits.

Base Salary

Salaries are set at competitive levels, targeted at median against comparable companies, with annual reviews to reflect market conditions and personal performance. For guidance, the P&O Committee and various business based executives use information available in published job matched surveys of similar companies. As appropriate, they also commission surveys to supplement the published information. To ensure proper process is followed for all senior executives, all proposed packages for direct reports of the Lend Lease Executive Management Team members require prior approval from the Lend Lease Chief Executive Officer (CEO).

The salaries of the executive directors and specified executives are set by the P&O Committee. These are determined in July of each year. The Committee is assisted in this review by the Lend Lease Corporation CEO and the Head of Human Resources.

Directors' Report

Executives' and Directors' Disclosures (Continued)

(a) Compensation Policy (Continued)

Short Term Incentives (STIs)

Annual bonus payments are based upon actual achievement measured against challenging financial, corporate and individual performance targets approved by the P&O Committee. Although the performance criteria are different for each executive, the principles are similar and involve assessment of performance across three areas:

• Financial achievement of profitability, earnings, total shareholder return and other relevant financial targets;
• Personal achievement of personal objectives related to specific non-financial business targets; and $\sim$ $^{-1}$
• Environment, Health and Safety a number of senior executives are also measured and rewarded according to the Group's performance on Environment, Health and Safety Key Performance Indicators and their personal commitment to them.

If the full target bonus is earned, annual cash compensation will normally reach the upper quartile of the relevant employment market.

Annual bonuses may be awarded in a number of ways:

• Cash $\equiv$
• Shares or awards issued under Lend Lease Employee Share Plans (ESP).

Long Term Incentives (LTIs)

The current Long Term Incentives were introduced and approved by the Board in 1999 and updated and extended in 2001, 2002, 2003 and 2004.

LTI grants are normally made in July each year and are based on competitive remuneration practice. Grants also depend upon personal contribution and potential, and are designed to retain and motivate high performing and key executives. The LTIs are in the form of an Australian dollar figure 'grant', which is notionally 'invested' over time to deliver value depending on:

• whether the executive remains with the Group if the executive resigns before vesting, the grant will lapse;
• whether performance hurdles are achieved over the plan period if the hurdles are not achieved, the grant will lapse; and
• the performance of the Lend Lease share price the value of the grant on maturity, assuming performance hurdles have been met, will be determined in part by the rise in the Lend Lease share price. Current plans have hurdles which require above median performance against a basket of Lend Lease's peer group companies (with 25% vesting at median performance rising to 100% at 75th percentile).

LTIs are a cash program with payments made upon maturity if performance hurdles are met.

Under the 2001 and 2002 LTIs, a senior executive's initial dollar 'grant' is normally allocated equally, or otherwise at the discretion of the senior executive or Board, between:

• Performance Shares (PSs) the value of these will rise or fall with the value of Lend Lease shares; and
• Share Appreciation Rights (SARs) these are payable only if the price of Lend Lease shares at the date of maturity is higher than at the date of the grant. The senior executive will receive nothing in respect of these rights if the share price is lower than the price at the date of the grant.

For the purposes of the allocation, PSs are attributed a value equivalent to the Lend Lease share price at or about the date of the allocation, while SARs are valued at approximately one third of PSs, which reflects their greater risk profile.

Under the 2003 and 2004 LTI, the initial grant was made solely in PSs.

Executives' and Directors' Disclosures (Continued)

(a) Compensation Policy (Continued)

Retention Awards

When the Board believes that an employee is an outstanding performer and that Lend Lease Corporation and its shareholders will gain from incentivising him or her to remain with Lend Lease, a retention award may be made.

Superannuation/Pension Plans

Pension plan arrangements are in place. In the past, senior executives (and other employees) joined either a defined benefit or a defined contribution plan. Entry into all defined benefit plans has now ceased across the Group. All new executive directors and senior executives have the opportunity to join defined contribution plans.

Non-Executive Directors

Compensation Policy

Directors' fees have been set at \$60,000 per annum for each director covering all GPT Management Board duties. The Chairman's fees are two times the standard fees paid to a director and the Chairman of the Audit and Risk Management Committee receives an additional \$20,000 per annum. Other members of the Audit and Risk Management Committee receive \$15,000 per annum. These directors' fees are only payable to non-executive directors other than Eric Goodwin, who receives remuneration from Lend Lease on a per diem basis under a separate consultancy agreement.

All directors' fees are paid by GPT Management and not by GPT.

Peter Joseph, Malcolm Latham, Ken Moss and Elizabeth Nosworthy received additional amounts for the period from 24 May 2004 to 17 November 2004 of \$180,000, \$72,000, \$60,000 and \$60,000 respectively for considerable additional work undertaken in relation to the Lend Lease Corporation/GPT merger proposal. For the period from 6 August 2004, supplementary per diem fees of \$2,000 have been paid to Mr Latham, Mr Moss and Ms Nosworthy, and \$6,000 has been paid to Mr Joseph, for preparation for and attendance at each substantive meeting. Additional overseas travel time is paid at \$2,000 per day.

Brian Norris is a non-executive director of Lend Lease Real Estate Investments Limited and receives remuneration from Lend Lease in that capacity. Mr Norris is also entitled to a retirement benefit (2004: \$208,967) from GPT Management equal to the total of the director's fees paid to him during the three year period prior to his retirement. No other directors are entitled to retirement benefits.

Directors' Report

Executives' and Directors' Disclosures (Continued)

(b) Remuneration Details

Details of the remuneration of the directors of GPT Management Limited and specified executives of GPT for the year ended 31 December 2004 are set out in the following tables:

		PRIMARY				POST EMPLOYMENT	EQUITY	OTHER BENEFITS		TOTAL
	SALARY AND FEES \$	SHORT TERM INCENTIVE BONUS® Ŝ	LONG TERM INCENTIVE BONUS \$	NON- MONETARY s	ANNUATION \$	SUPER- RETIREMENT BENEFITS \$	\$	ESP/OTHER TERMINATION PRESCRIBED \$	s.	DEC 2004 \$
Specified Directors
Executive Directors Non-Continuing Ross Taylor (appointed 28 April 2004, retired
24 November 2004) 36 426,100		450,917	259,501	3,733	39,650	m	18,941		سە	1,198,842
	426,100	450,917	259,501	3,733	39,650	÷.	18,941	÷	÷	1,198,842
Non-Executive Directors (2) Continuing Peter Joseph - Chairman Eric Goodwin (appointed 24 November 2004) Malcolm Latham Ken Moss Brian Norris Elizabeth Nosworthy	258,750 4,000 132,000 140,000 80,000 135,000 749,750	ىىد ă.	ىىد ă.	$\overline{\phantom{a}}$ $\overline{\phantom{a}}$	ىمە ÷.	÷. $\overline{\phantom{a}}$	سد	ىىد L	÷, ÷ ىمە ىمە ă.	258,750 4,000 132,000 140,000 80,000 135,000 749,750
Non-Continuing Richard Longes - Chairman (retired 24 November 2004)	110,000 110,000	÷ ı.	ىىد ı.	$\blacksquare$ $\overline{\phantom{a}}$	ىب ÷.	÷ $\overline{\phantom{a}}$	سد L	Ĩ.	÷ Ĩ.	110,000 110,000
Total Specified Directors	1,285,850	450,917	259,501	3,733	39,650	$\overline{\phantom{a}}$	18,941		سد	2,058,592

(1) Employed by Lend Lease Management Services Limited. Disclosure refers to the period of time served as a director on the GPT Board. Bonuses and other
payments have been pro-rated over this time unless earned directly wi

(2) Salary and tees for non-executive directors includes fees for attending, chairing and travelling to Board and Board Committee meetings.

(3) All Short Term Incentive boruses have been paid in cash and based upon the performance criteria as outlined in Note (a). Boruses relate to the full year ended
30 June 2004, as the six months to 31 December 2004 is not

Executives' and Directors' Disclosures (Continued)

(b) Remuneration Details (Continued)

			PRIMARY		POST EMPLOYMENT	EQUITY	OTHER BENEFITS			TOTAL
	SALARY AND FEES	SHORT TERM INCENTIVE BONUS ® Ś.	LONG TERM INCENTIVE BONUS	NON- MONETARY s	SUPER- ANNUATION Ŝ.	\$	ESP/OTHERTERMINATION PRESCRIBED ŝ		OTHER Ś.	DEC 2004
Specified Executives
Continuing
Nic Łyons – CEO Michael O'Brien	455,632	377,025	212,034	6,400	38,992	12,807			ł	1,102,890
– Fund Manager	339,835	169,137	54,366	12,233	29,730	13,931			سد	619,232
Kieran Pryke – CFO Donna Byrne - Investor Relations and Marketing	259,253	91,599	25,497	6,400	22,441	10,405				415,595
Manager James Coyne – General Counsel and Secretary (appointed	182,379	66,502	14,255		15,555	7,295				285,986
1 July 2004)	108,970	28,806		75	8,233	4,362				150,446
	1,346,069	733,069	306,152	25,108	114,951	48.800	÷.	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	2,574,149
Non-Continuing Michaei Neilson - General Counsel and Secretary
(retired 30 June 2004) 122,187		49,047		9,186	10,452	5,255	18,574			214,701
	122,187	49,047	ă.	9,186	10,452	5,255	18,574	÷.	ă.	214,701
Total Specified
Executives	1,468,256	782,116	306,152	34,294	125,403	54.055	18,574		÷	2,788,850

(1) All Short Term Incentive bonuses have been paid in cash and based upon the performance criteria as outlined in Note (a). Bonuses relate to the full year ended
30 June 2004, as the six months to 31 December 2004 is not

(c) Long Term Incentives

Performance Shares (PS), Retention Shares and Stock Appreciation Rights (SAR) Year Ended 31 December 2004

	SERVICE CRITERIA	PERFORMANCE CRITERIA	INCENTIVE GRANTED®	GRANT DATE	EXPIRY OR EXERCISE DATE	EXERCISE PRICE ® 5	NUMBER GRANTED	AWARU VALUL AT GRANT DATE
Specified Executives
Nic Lyons	Criteria 1	Criteria 2	₽S	July 2003	June 2006	N/A	23.816	203.520
	Criteria 1	Criteria 2	₽S	July 2004	June 2007	N/A	41.477	428,395
Michael O'Brien	Criteria 1	Criteria 2	₽S	July 2003	June 2006	N/A	7.723	65,997
Kieran Pryke	Criteria 1	Criteria 3	ЦC	July 2002	June 2005	N/A	3.987	41.864
	Criteria 1	Criteria 3	SAR	July 2002	June 2005.	10.50	13.955	41.864
Donna Byrne	Criteria 1	Criteria 3	ЦC	July 2002	June 2005	N/A	2.229	23,405
	Criteria 1	Criteria 3	SAR	July 2002	June 2005	10.50	7,802	23,405
James Coyne	Ni	Nil	Nií	Ni	Nil	Nil	Nil	Nil

(1) Performance Shares (PS), Retention Shares (LLC) or Stock Appreciation Rights (SAFi).

(2) Performance and Retention Shares do not have an exercise price, as they are paid out at the share price at exercise date.

Ross Taylor is not included due to retiring from the Board 24 November 2004.

Criteria 1: Forfeiture on resignation or termination. Pro rata on other service cessation.

Criteria 2: Total Shareholder Return (TSR) of Lend Lease Corporation shares at or above median when compared to the TSR for 18 comparator organisations. Criteria 3: Dependent upon the executive remaining with Lend Lease until the vesting date.

Directors' Report

Executives' and Directors' Disclosures (Continued)

(d) Equity Holdings and Transactions

GPT unitholdings year ended 31 December 2004

	UNITS HELD 1 JAN 2004	UNITS RECEIVED AS REMUNERATION	OTHER NET CHANGE TO UNITS	UNITS HELD 31 DEC 2004
Non-Executive Directors
Peter Joseph	50,000			50,000
Eric Goodwin (appointed 24 November 2004)	Nil			Nil
Malcolm Latham	13.195			13,195
Richard Longes (retired 24 November 2004) (6)	15.702			N/A
Ken Moss	25,000			25,000
Brian Norris	4,097			4,097
Elizabeth Nosworthy	5,000			5,000
Specified Executives
Nic Lyons	Nil			Nil
Michael O'Brien	Nil			Nil
Kieran Prykel	53			53
Donna Byrne	10.000		(10,000)	ΝĤ
James Coyne	Nil			Nil
Michael Neilson (retired 30 June 2004) 35	Nil			N/A
	123.047		(10,000)	97,345

na sebagai sala

(1) Holding not disclosed as at 31 December 2004 due to retirement from the Board during the vear.

.
Ross Taylor's holdings have not been disclosed due to his period of service on the Board falling during the 2004 year.

(e) Service Agreements

Specified Executive Directors and Executives

The major provisions of the service agreements held with the specified executive directors and executives are as follows:

• there are no fixed terms of agreement;
• standard notice periods apply; $\qquad \qquad -$
• remuneration is reviewed annually. Refer to Note (a) for further details and conditions;
• executives are eligible for STIs. Refer to Note (a) for further details and conditions;
• executives are eligible for LTIs. Refer to Notes (a) and (c) for further details and conditions; $\overline{\phantom{m}}$
• unless otherwise stated termination payment includes base salary for remainder of notice period not served (up to 12 months), pro-rated STI entitlements and LTI entitlements per LTI rules.

Specified Non-Executive Directors

Independent directors are endorsed by Unitholders upon appointment and every three years thereafter.

Dated at SYDNEY this 10th day of February, 2005.

Signed in accordance with a resolution of the directors.

Joseph

Peter Joseph Director

Mulahan

Malcolm Latham Director

PRICEWATERHOUSE COPERS @

Auditors' Independence Declaration

PricewaterhouseCoopers ABN 52 780 433 757

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999 Direct Phone 82663948 Direct Fax 82863948

As auditor for the audit of General Property Trust and GPT Split Trust for the year ended 31 December 2004, I declare that to the best of my knowledge and belief, there have been:

a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

b) no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of General Property Trust, the entities it controlled during the period and GPT Split Trust.

V

Richard Deutsch Partner PricewaterhouseCoopers

Sydney 10 February 2005

Statements of Financial Performance

Year ended 31 December 2004

		CONSOLIDATED			GPT
		NOTE 31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 SM	SM	SΜ	SM.
Statements of Financial Performance
Revenue
Rents		660.6	605.9	304.9	288.3
Interest - Joint venture investment arrangements		4.0	4.5	4.0	4.5
Interest - Cash and short term money market securities		7.4	5.0	3.8	3,2
Proceeds on disposal of units in listed property trust			41.2		41.2
Proceeds on disposal of properties		20.5
Distributions from controlled entities and associates				352.9	298.3
Share of net profits of associates	19	88.3	63.7
Other income			1.3		1,3
Revenue		780.8	721.6	665.6	636.8
Expenses
Rates, taxes and other property outgoings		146.4	138.2	70.8	67.8
Repairs and maintenance		11.0	9.1	5.4	4.4
Provision for doubtful debts		0.1	0.5	(0.1)	0.5
Audit and accounting fees	3	0.8	0.8	0.7	0.8
Borrowing costs		118.7	80.2	118.7	80.2
Responsible Entity's fee	З	35.5	25.6	21.8	16.5
Book value of units in listed property trust		$\overline{\phantom{0}}$	41.2		41.2
Book value of property investments sold		19.6
Costs associated with merger proposals		16.5	$\equiv$	16.5
Other expenses		5.8	5.8	5.4	5,2
Expenses		354.4	301.4	239.2	216.6
Net Operating Income		426.4	420.2	426.4	420.2
Increase in asset revaluation reserve	15	579.2	235.0	579.2	235.0
Total revenues, expenses and valuation adjustments attributable
to members of the parent entity recognised directly in equity		579.2	235.0	579.2	235.0
Total changes in equity other than those resulting from transactions with Unitholders as owners		1,005.6	655.2	1,005.6	655.2
		CENTS	CENTS
Basic earnings per unit after profit on disposal of properties
and costs associated with merger proposals	18	21.3	21.6
Basic earnings per unit before profit on disposal of properties
and costs associated with merger proposals	18	22.0	21.6
The above Statements of Financial Position should be read in conjunction with the accompanying notes.
		\$Μ	\$M	\$M	\$M.
Distribution
Net Operating Income		426.4	420.2	426.4	420.2
Undistributed income at the beginning of the financial year		7.6	0.7	7.6	0.7
Transfer from reserves	15	15.6		15.6
Transfer from equity	14	2.6		2.6
Total available for distribution		452.2	420.9	452.2	420.9

$\overline{2}$

$(443.6)$

$8.6$

$(413.3)$

$\overline{7.6}$

$(443.6)$

$\bf 8.6$

Distribution paid and payable

Undistributed income at the end of the financial year

$(413.3)$

$7.6₁$

Statements of Financial Position

As at 31 December 2004

		CONSOLIDATED			GPT
		NOTE 31 DEC 2004 31 DEC 2003 SM	\$M	31 DEC 2004 31 DEC 2003 ŜΜ	\$M
Current Assets
Cash		50.9	44.0	45.2	42.5
Receivables	4	58.9	46.0	16.5	20.9
Other	5	13.5	14.6	10.1	10.3
		123.3	104.6	71.8	73.7
Non-current Assets
Investment properties	6	8.866.2	7,478.9	8,867.9	7,500.4
Investment in associates (masterplanned urban communities)	8	11.5	6.5
Other assets	9	96.0	105.1	50.9	74.6
		8,973.7	7,590.5	8,918.8	7,575.0
Total Assets		9,097.0	7,695.1	8,990.6	7,648.7
Current Liabilities
Payables	10	192.1	147.3	87.3	100.9
Interest bearing liabilities	11	1,071.6	775.0	1,070.0	775.0
Provisions	12	112.9	105.3	112.9	105.3
		1,376.6	1,027.6	1,270.2	981.2
Non-current Liabilities
Interest bearing liabilities	13	1,627.0	1,352.0	1,627.0	1,352.0
		1,627.0	1.352.0	1,627.0	1,352.0
Total Liabilities		3,003.6	2,379.6	2,897.2	2,333.2
Net Assets		6,093.4	5,315.5	6,093.4	5,315.5
Equity
Contributed equity	14	4.598.5	4.400.8	4,598.5	4.400.8
Asset revaluation reserve	15	1,486.3	907.1	1,486.3	907.1
Undistributed income		8.6	7.6	8.6	7.6
Total Equity	16	6,093.4	5,315.5	6,093.4	5,315.5

The above Statements of Financial Position should be read in conjunction with the accompanying notes.

Statements of Cash Flows

Year ended 31 December 2004

			CONSOLIDATED		GPT
		SM	SM.	NOTE 31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 ŜΜ	SM.
Cash flows from operating activities
Cash receipts in the course of operations
(inclusive of goods and services tax)		698.5	610.2	325.0	329.8
Cash payments in the course of operations
(inclusive of goods and services tax)		(276.2)	(186.7)	(139.4)	(114.0)
Interest received		9.4	14.4	6.0	7.6
Distributions received from controlled entities				308.0	298.3
Distributions received from associates		90.9	56.3	49.1	(7,4)
		522.6	494.2	548.7	514.3
Borrowing costs		(132.5)	(97.5)	(132.5)	(97.5)
Net cash inflow from operating activities	17	390.1	396.7	416.2	416.8
Cash flows from investing activities
Payments for property investments		(748.5)	(732.1)	(172.8)	(147.6)
Proceeds on disposal of property investments		20.5
(Increase)/decrease in property deposits		74.6	(4.6)	74.6	(4.6)
(increase) in masterplanned urban communities and other assets		(10.0)	(26.1)		(26.1)
(Increase)/decrease in other loans		(55.7)	7.9	(48.1)
Investments in controlled entities and associates				(575.9)	(592.4)
Loan to controlled entities			$\ddot{}$	(25.6)	(0.8)
Proceeds on disposal of units in listed property trust			41.2		41.2
Investment in units in listed property trust			(41.2)		(41.2)
Net cash outflow from investing activities		(719.1)	(754.9)	(747.8)	(771.5)
Cash flows from financing activities
Net Short Term Notes issued		20.0	239.0	20.0	239.0
Net Commercial Bills issued		131.6		130.0
Net Medium Term Notes issued		420.0	527.0	420.0	527.0
Proceeds from issue of units		200.3		200.3
Distributions paid		(436.0)	(409.4)	(436.0)	(409.4)
Net cash inflow from financing activities		335.9	356.6	334.3	356.6
Net increase in cash		6.9	(1.6)	2.7	1.9
Cash at the beginning of the financial year		44.0	45.6	42.5	40.6
Cash at the end of the financial year	17	50.9	44.0	45.2	42.5

The above Statements of Cash Flows should be read in conjunction with the accompanying notes.

1. Summary of accounting policies

(a) Basis of preparation

This general purpose financial report for the year ended 31 December 2004 has been prepared in accordance with the Trust Constitution, Accounting Standards, other mandatory professional reporting requirements (Urgent Issues Group Consensus Views), other authoritative pronouncements of the Australian Accounting Standards Board, and the Corporations Act 2001 in Australia. It is prepared on the basis of the going concern and historical cost conventions and has not been adjusted to take account of either changes in the general purchasing power of the dollar or changes in the values of specific assets, except to the extent that General Property Trust (GPT) property investments have been revalued. The accounting policies adopted are consistent with those of the previous year unless otherwise specified. Comparative information has been reclassified where appropriate to enhance comparability.

(b) Principles of consolidation

The consolidated financial statements incorporate all the assets, liabilities and net operating results of the controlled entities. GPT and its controlled entities together are referred to in this financial report as the Trust. The effects of all transactions between controlled entities in the Trust have been eliminated in full.

Certain property investments are held via joint ownership arrangements (refer Note 26). These joint ownership arrangements include the ownership of units in single purpose unlisted trusts over which GPT exercises significant influence but does not control (Associates).

The Trust has adopted the equity method of accounting for its property investments held via Associates in accordance with Accounting Standard AASB 1016: Accounting for Investments in Associates. The Responsible Entity believes that including this information in the Trust Investment Properties note (Note 6) appropriately reflects the nature and substance of the Trust's operations.

(c) Accounting for acquisitions

On the acquisition of property trusts, the fair value of the consideration is compared with the fair value of the assets acquired. Any discount or goodwill arising on acquisition is accounted for in accordance with AASB 1013: Accounting for Goodwill.

(d) investment properties

The Trust Compliance Plan requires that all Trust property investments be valued at intervals of not more than three years and that such valuations be reflected in the financial report of the Trust. It is the policy of the Responsible Entity to review the carrying value of each property every six months. Independent valuations of the individual investments are carried out each three years in accordance with the Corporations Act 2001 and the Trust Constitution, or earlier where the Responsible Entity believes there may be a material change in the carrying value of the property.

A revaluation increment is credited directly to the asset revaluation reserve, unless it is reversing a previous decrement charged as an expense in the Statements of Financial Performance in respect of that same class of assets, in which case the increment is credited to the Statements of Financial Performance.

A revaluation decrement is recognised as an expense in the Statements of Financial Performance, unless it is reversing a revaluation increment previously credited to, and still included in the balance of, the asset revaluation reserve in respect of that same class of assets, in which case it is debited directly to the asset revaluation reserve.

Some property investments are held through the ownership of units in single purpose unlisted trusts where GPT exerts significant influence but does not have a controlling interest. The Trust has adopted the equity method for these Associates (refer Note 1(b)). The property and other property related net assets of the Associates have been disclosed separately in Note 6. Investments in masterplanned urban communities which have been accounted for using the equity method have been disclosed separately in Note 8.

Interests held by GPT in controlled trusts and associated trusts are brought to account at valuation based on the net tangible asset backing at the end of each quarter.

Land and buildings have the function of an investment and are regarded as a composite asset. The applicable Accounting Standards do not require that investment properties be depreciated. Accordingly, the buildings and any component thereof (including integral plant and equipment) are not depreciated.

Expenses capitalised to properties may include the cost of acquisition, additions, refurbishments, redevelopments, borrowing costs and fees incurred.

1. Summary of accounting policies (Continued)

(e) Financial instruments

Bank bill and money market investments are reported at historic cost. As it is the intention to hold these instruments to maturity they are not revalued to market. Interest accrued at balance date is included in the accounts as a receivable. Interest rate swaps are only entered into to protect the Trust from variable interest rates. These transactions are accounted for on an accruals basis over the life of the facility that they are hedging. The Trust has classified as current liabilities short term note borrowings and medium term notes expiring within one year, notwithstanding that the Trust may hedge the interest rate exposure beyond one year and the fact that the Trust maintains stand-by facilities to provide liquidity back-up for the short term/medium term note program as described in Note 20.

(f) Revenue

Revenue from rents and interest is brought to account on an accruals basis. Revenue not received at balance date is included in the accounts as a receivable. The Trust's proportionate share of net operating results of Associates is included in the net income available for distribution when earned. Such income has been separately disclosed in the Statements of Financial Performance.

(g) Leasing costs

Initial direct leasing costs are amortised over the term of the respective leases.

(h) Other expenditure

Other expenditure, including rates, taxes, interest and other outgoings is brought to account on an accruals basis.

(i) Income tax

Under current tax legislation the Trust is not liable for income tax, provided its taxable income and taxable realised gains are fully distributed to Unitholders each year.

(j) Cash flows

For the purposes of the Statement of Cash Flows, cash includes cash at bank, deposits at call and short term money market securities which are readily converted into cash.

(k) Distributions

Distributions are paid to Unitholders each quarter. Provision is made for the amount of any distribution declared, determined or publicly recommended by the directors on or before the end of the financial year but not distributed at balance date.

(I) Borrowing costs

Borrowing costs are recognised as expenses in the period in which they are incurred, except where they are included in costs of qualitying assets (an asset that takes a substantial period of time to get ready for its intended purpose) - refer Note 1(d).

The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the entity's development borrowings during the year, in this case 6.92% (2003: 6.78%).

Borrowing costs include:

• interest on short term and long term borrowings;
• amortisation of discounts or premiums relating to borrowings; and
• amortisation of ancillary costs incurred in connection with the arrangement of borrowings.

(m) Rounding

The financial report of the Trust has been prepared in accordance with Class Order 98/0100 issued by the Australian Securities & Investments Commission, relating to the 'rounding off' of amounts in the financial report to the nearest tenth of a million dollars, unless otherwise stated. Amounts have been rounded off in the financial report in accordance with that Class Order.

		CONSOLIDATED		GPT
	SM	31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 \$M.	ŜΜ	\$M
2. Distributions
In respect of the six months ended 30 June 2004
Distribution of 5.4 cents per unit paid on 23 May 2004
(23 May 2003: 5.2 cents)	108.9	101.4	108.9	101.4
Distribution of 5.5 cents per unit payable on 23 August 2004
(25 Aug 2003: 5.3 cents)	110.9	103.3	110.9	103.3
Distribution for the six months ended 30 June 2004.
10.9 cents per unit (30 Jun 2003; 10.5 cents).	219.8	204.7	219.8	204.7
In respect of the six months ended 31 December 2004
Distribution of 5.5 cents per unit paid on 22 November 2003
(21 Nov 2003: 5.3 cents)	110.9	103.3	110.9	103.3
Distribution of 5.6 cents per unit payable on 25 February 2005
(24 Feb 2004; 5.4 cents)	112.9	105.3	112.9	105.3
Distribution for the six months ended 31 December 2004
11.1 cents per unit (31 Dec 2003: 10.7 cents)	223.8	208.6	223.8	208.6
Distribution for the reporting period ended 31 December 2004
22.0 cents per unit (31 Dec 2003: 21.2 cents)	443.6	413.3	443.6	413.3
Undistributed income at 31 December	8.6	7.6	8.6	7.6

3. Expenses

Expenses have been arrived at after charging the following items:

	\$000	\$1000	\$'000	\$'000
Auditors' remuneration:
Auditing the financial report	688.6	579.4	636.6	568.8
Other audit related work	142.8	155.9	91.1	154.2
Total audit and audit related work	831.4	735.3	727.7	723.0
Other assurance services	1.203.0	74.0	1.167.0	74.0
Total auditors' remuneration.	2.034.4	809.3	1.894.7	797.0

Other assurance services in 2004 is predominantly due diligence reviews on Lend Lease Corporation Ltd's merger proposal and Stockland's takeover proposal.

Responsible Entity's fee	35,510.7	25.627.1 21.840.6	16.458.5

From 1 January 2003, the base management fee payable by GPT has been reduced from 0.55% to 0.40% per annum of gross assets and a performance component has been introduced. The performance component, if applicable, is 5% of GPT's outperformance compared to the S&P/ASX Property 200 Accumulation Index. The total fee payable each six months is capped at 0.275% of the gross assets of the Trust. GPT Management Limited will receive all or part of the performance fee so that earnings per unit for each six month period is not less than the earnings per unit for the previous six month period. Based on GPT's performance for the 12 months to 30 June 2004, a performance fee of \$3,468,000 was paid in respect of the six months to 30 June 2004. No performance fee was payable in respect of the six months to 31 December 2004.

	SM	SM	ŜΜ	\$M
4. Receivables
Trade debtors.	37.0	27.2	6.0	3.5
Provision for doubtful debts	(1.2)	(1.2)	(0.8)	(1.0)
	35.8	26.0	5.2	2.5
Distributions receivable from unlisted controlled trusts.				1.1
Distributions receivable from associates.	5.6	10.6	4.2	10.6
Other debtors	17.5	9.4		0.4
Loans to controlled entities			7.1	6.3
	58.9	46.0	16.5	20.9

		CONSOLIDATED	GPT
	SM	\$M	31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 ŜΜ	\$M
5. Other current assets Prepayments	13.5	14.6	10.1	10.3
6. Investment properties
Retail	4,749.5	3.723.2	2.646.2	2,051.0
Office	3.078.9	2.946.7	736.6	748.5
Hotel and Tourism	710.0	519.2
Industrial	327.8	289.8	266.9	232.7
	8.866.2	7.478.9	3.649.7	3.032,2

The mixed class of assets (as referred to in the following table) has been allocated in the table above as follows:

Melbourne Central: 62.0% Retail (\$444.0 million) and 38.0% Office (\$271.7 million) (Dec 2003: 50.0% Retail and 50.0% Office). Due to the redevelopment of the retail component of Melbourne Central, the allocation of the value was reviewed. Brisbane Transit Centre: 83% Office and 17% Hotel and Tourism.

Unlisted units in controlled Trusts
GEM Retail Property Trust			1,497.6	1.253.1
GEM Commercial Property Trust			1,527.8	1,374.3
GPT Hotel Trust			700.5	511.2
GPT Industrial Trust			60.9	57.1
GPT Residential Trust			34.7	26.1
Melbourne Central Unit Trust			659.8	530.0
			4,481.3	3,751.8
Unlisted shares in corporations
GPT Pty Limited			0.1	0.1
Melbourne Central Holdings Pty Limited			47.7	47.7
			47.8	47.8
Investments in Associates
Erina Property Trust			129.2	111.1
Horton Trust			17.1	13.4
1 Farrer Place Trust			256.3	257.6
2 Park Street Trust			286.5	286.5
			689.1	668.6
	8.866.2	7,478.9	8,867.9	7,500.4
Reconciliation
Reconciliations of the carrying amounts of investment properties
at the beginning and end of the current and previous financial year
are set out below.
Carrying amount at start of the financial year	7.478.9	6.509.3	7,500.4	6,491.6
Additions	812.1	734.6	772.7	773.8
Disposals	(19.6)
Net increase in revaluation of investment	594.8	235.0	594.8	235.0
Carrying amount at end of the financial year	8.866.2	7.478.9	8.867.9	7,500.4

6. Investment properties (Continued)

NAME	OWNERSHIP ሤ።	DATE	ACQUISITION ACQUISITION PRICE \$М	TOTAL COST INCLUDING ADDITIONS 5M	DATE OF LATEST VALUATION	INDEPENDENT INDEPENDENT VALUER	LATEST VALUATION \$M	ADDITIONS SINCE VALUATION 5M	BOOK VALUE 31 DEC 2004 \$M®
RETAIL
Bonner House ACT	100 Leasehold	Oct 2001	9.1	9.4	Dec 2004	Knight Frank KL Goddard, FA위	14.0	$\overline{\phantom{0}}$	14.0
Borec House NSW	100	3al 2002	10.6	10.7	Sep 2003	CB Richard Ellis M Stear, AAPI	10.8	÷.	10.8
Casuarina Square ΝT	100	Oct 1973	4.5	145.6	Dec 2004	Kright Frank KL Goddard, FAPI	330.0	$\overline{\phantom{0}}$	330.0
Charlestown Square NSW	100	Dec 1977	7.3	183.0	Dec 2004	CB Richard Ellis ਰ Barras, AAPI	385.5%	$\overline{\phantom{0}}$	385.5
Pacific Highway, Charlestown NSW	100	Oct 2002 2003 الناك	7.1 5.3	7.1 5.3	Sep 2003	Kright Frank KL Goddard, FA위	7.0	0.0 $\overline{\phantom{0}}$	7.0 5.3
Dandenong Plaza	100	Dec 1993	60.2	192.0	Sep 2003	FPDSavills (NSW)	205.0	3.3	206.3
VKC Erina Fair NSW	33.3. Freehold 16.7, Units in Trust	Dec 1999 Jun 1992	60.3 55.1	60.3 234.5	Dec 2004	AD Johnston, AAPI Knight Frank KL Goddard, FA위			258.5 129.2*
Persith Plaza including Cinemas NSW	100	Jun 1971 Oct 2002 Apr 1998	16.7 362.9 17.4	456.6	Dec 2004	CB Richard Ellis M Stear, AAPI	387.7 672.8		387.7 672.8
High Street, Penrith NSW	100	Nov 2002 Jan 2003	5.2 0.8	6.1	Sep 2003	CB Richard Ellis M Stear, AAPI	6.1		6.1
Riley Square NSW	100	Jun 1994	11.6	17.2	Sep 2003	CB Richard Ellis M Stear, AAPL	15.2	$\equiv$	15.2
Sunshine Piaza QLD	50	Dec 1992 Sep 2004	32.8 130.4	181.9	Dec 2004	CB Richard Ellis T Irving, AA위	255.0	$\rightarrow$ Refer Notes 6 and 9	255.0
Plaza Parade QLD	50	Jun 1999	4.7	11.9	Dec 2004	CB Richard Ellis T Irving, AAPI	9.7	$\overline{\phantom{0}}$	9.7
Horton Parade QLD	50 Units in Trust	Jun 1998	3.8	8.0	Dec 2004	CB Richard Ellis T Irving, AAPI	9.7		$9.7^{\circ}$
Maroochydore Superstore Plaza QLD		Feb 1999	5.5	5.3 13.3	Dec 2004	CB Richard Ellis T Irving, AA위	7.2		$7.2$ 16.9 $0.2$
Woden Plaza ACT	100 Leasehold	Feb 1986	74.8	248.7	Dec 2004	Kright Frank KL Goddard, FA위	470.0		470.0
General Property Trust									2,792.5
Carlingtord Court NSW	100	1996 این	80.1	138.2	Dec 2004	CB Richard Ellis ਰ Barras, AAPI	158.0		158.0
Chimside Park VKC	100	1996 النائي	80.5	136.5	Dec 2004	Knight Frank KL Goddard, FA위	166.0	$\overline{\phantom{0}}$	166.0
Wollongong Central NSW	100	1996 الك Oct 1998	54.0 34.8	119.6	Dec 2004	Kright Frank KL Goddard, FAPI	200.7%	$\equiv$	200.7
Floreat Forum WA	100	1996 الناث	33.3	87.8	Mar 2004	Kright Frank M Crowe, AAPI	95.0	0.7	95.7
Forestway Shopping Centre NSW	100	1996 النائل	27.0	42.9	Sep 2004	Kraght Frank KL Goddard, FAPI	64.0	0.1	64.1
Macarthur Square NSW	50	Dec 1999	135.0	167.6	Dec 2004	CB Richard Ellis M Stear, AAPI	233.9	$\overline{a}$	233.9
Parkmore Shopping Centre VKC.	100	1996 انٹ	120.0	131.3	Dec 2004	Knight Frank KL Goddard, FA위	145.0		145.0
Homemaker City Aspley QLD	100	Nov 2001	43.2	53.0	Jun 2002	JLL Capital Markets WR Wiemann, AAPI	43.5	9.7	53.2
Homemaker City Bankstown NSW. Homemaker City Cannon Hill	100 100	Nov 2001	38.5	39.7 14.7	Sep 2003 Sep 2003	FPDSavills AD Johnston, AAPL	44.G	0.6	44.6
QLD Homemaker City Castle Hill	100	Nov 2001 Nov 2001	13.9 25.4	37.3	Sep 2004	Jones Lang LaSalle J Apted, FAPI WK Wotton	15.7 31.2	0.3	16.0 32.0
NSW Homemaker City Epping	100	Jan 2003	8.7	37.8	$\qquad \qquad -$	W Wotton, FAPI	$\overline{\phantom{0}}$	0.8 $\overline{\phantom{0}}$	37.8
ViC. Homemaker City Fortitude Valley		Aug 2003	37.7			CB Richard Ellis
QLD	100	Dec 2001	7.2	31.2	Sep 2003	T Irvina, AAPL	31.6	0.1	31.7

11 Transport is the main of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the did not include land of \$5.7 million.

(3) Valu

The basis of valuation of investment properties is fair value being the amounts for which the assets could be exchanged between willing parties in an arm's length transaction.

6. Investment properties (Continued)

NAME	OWNERSHIP ‰"	DATE	ACQUISITION ACQUISITION PRICE \$М	TOTAL COST INCLUDING ADDITIONS 5M	DATE OF LATEST VALUATION	INDEPENDENT INDEPENDENT VALUER	LATEST VALUATION \$Μ	ADDITIONS SINCE VALUATION 5M	BOOK VALUE 31 DEC 2004 SM 33
RETAIL (Continued)
Homemaker City Fortitude Valley. Stage 2, QLD	100	Mar 2004	12.7	45.1		$\overline{\phantom{a}}$	L.		45.1
Homemaker City Jindalee QLD	100	Nov 2001	38.7	40.6	Sep 2004	Jones Lang LaSalle ਤ Apied, FAPI	55.0	$\qquad \qquad -$	55.0
Homemaker City Maribymong VKC	100	Nov 2001	35.5	35.6	Sep 2003	Knight Frank M3 Schuh, AAPI	47.3	$\qquad \qquad -$	47.3
Homemaker City Moorabbin VKC	100	3ul 2002	33.3	33.4			$\equiv$	$\qquad \qquad -$	33.4
Homemaker City Mt Gravatt QLD	100	Nov 2001	17.9	18.3	Mar 2002	3LL Capital Markets WR Wiemann, AAPI	19.4	0.4	19.8
Homemaker City Underwood QLD	100	Nov 2001	10.5	10.9	Jun 2002	JLL Capital Markets WR Wiernann, AAPI	12.6	0.4	13.0
Homemaker City Windsor QLD	100	Nov 2001	20.0	20.2	Jun 2002	JLL Capital Markets CJ Chatwood, AAPI	20.5	0.2	20.7
GEM Retail Property Trust Total Retail									1,513.0 4,305.5
OFFICE
Citigroup Centre NSW	50 Units in Trusts	Jul 2001 Dec 2001	51.2 212.4	268.5	Dec 2003	FPDSavills (NSW) A Pannifex, FAPI
			0.8	268.5			287.5	0.6	288.1 25 $(1.6)^{a}$
1 Farrer Place NSW	-50 Units in Trust	Dec 2003	253.6	260.3	Dec 2004	Kright Frank KL Goddard, FA위	256.3	$\qquad \qquad -$	256.3
Australia Square NSW	50	Sep 1981	42.5	146.2	Jun 2004	Jones Lang LaSalie J Dišon, AAPI	178.0	5.6	183.6
MLC Centre NSW	50	Apr 1987	233.5	314.8	Mar 2004	CB Richard Ellis S Fairfax, AAମ	284.5	2.0	286.5
Riverside Centre QLD	100	Apr 1984	250.7	299.7	Sep 2002	CB Richard Ellis (C) J Porter, FÁPÍ	245.0	6.3	251.3
Black ink House QLD	100	Apr 1984	9.1	15.7	Sep 2002	CB Richard Ellis (C) J Porter, FAPI	14.4	0.2	14.6
General Property Trust									1,278.8
179 Elizabeth Street NSW	100	Sep 1998	59.4	66.7	Sep 2003	FPDSavills A Pannifex, FAPI	81.0	4.8	85.8
10 & 12 Mort Street ACT	100 Leasehold	3ul 1996	58.6	60.0	Dec 2003	Jones Lang ŁaSalie RJ Lawrie, AAPI	50.0	0.1	50.1
530 Collins Street & 120 King Street VKC	100	3ul 1996	310.0	320.3	Sep 2003	Urbis RJ Scrivener, FAPI	320.0	首度	321.1
HSBC Centre, 580 George St NSW	100	3ul 1996	180.0	215.8	Mar 2004	CB Richard Ellis S Fairfax, AAମ	227.0	1.8	228.8
Darling Park Complex NSW	50 Linits in Trusts	Jun 2000 Mar 2001	289.1 100.0 gi) 12.0	467.3		FPDSavills (NSW) A Pannifex, FAPI
				467.3	Apr 2004		457.5	3.7	461.2 $(1.8)^{21}$
Darling Park 3	100	Apr 2004	32.1	81.3		$\overline{\phantom{a}}$	$\overline{\phantom{0}}$	$\overline{\phantom{m}}$	81.3
National@Docklands Stage 1 Victoria Harbour, VIC	100	Feb 2002	7.4	133.2	Mar 2004	Knight Frank M3 Schuh, AA위	140.0	0.5	140.5
National@Docklands Stage 2 Victoria Harbour, VIC	100	Feb 2002	6.3	110.2	Sep 2004	Knight Frank MJ Schuh, AAPI	115.3	$\overline{\phantom{m}}$	115.3
GEM Commercial Property Trust Total Office									1,482.3 2,761.1
MIXED
Brisbane Transit Centre QLD	50 Units in Trust Shares in Company	Nov 1997 Nov 1997	42.6 0.7	47.1 0.7	Jun 2004	Colliers International SR Andrew, FAPI			$54.9^{\circ}$ 0.7
				47.8			55.6		55.6
Melbourne Central ViC.	100	May 1999 Mar 2001	410.2 17.1 3.5 1
			430.8	692.5	Sep 2004	Jones Lang LaSalie B Sweeney, AAPI	677.4	38.3	715.7
Total Mixed									771.3

This

(1) Freehold, unless otherwise stated.

(2) Share of Associate's property assets. The value of the Trust's interest in the Associate's property assets is included in the valuation.

(3) Share of Associate's other pro

The basis of valuation of investment properties is fair value being the amounts for which the assets could be exchanged between willing parties in an arm's length transaction.

6. Investment properties (Continued)

NAME	OWNERSHIP 96:	ACQUISITION ACQUISITION DATE	PRICE \$М	TOTAL COST INCLUDING ADDITIONS 5M	DATE OF LATEST VALUATION	#VDEPENDENT_INDEPENDENT VALUER	LATEST VALUATION \$M	ADDITIONS SINCE VALUATION 5M	BOOK VALUE 31 DEC 2004 SM®
INDUSTRIAL
Harvey Road Kings Park NSW	100	May 1999	24.9	24.9	Mar 2002	JLL Capital Markets RJ Ewing, AA의	24.9		24.9
Part Citi-West Industrial Estate	100	Aug 1994	60.0	69.4	Mar 2003	FPDSavills	55.3	6.8	62.1
Grieve Pae & Dohertys Road						R Bowman, AAPI
Altona North VIC
Quad 1. Parkview Drive Homebush Bay NSW	100 Leasehold	Jun 2001	15.5	15.6	Jun 2004	Colliers International A Graham, AAPI	16.6	$\overline{\phantom{0}}$	16.6
Quad 2. Parkview Drive	100	Dec 2001	2.3	15.8	Jun 2004	Colliers International	18.7	$\overline{\phantom{0}}$	18.7
Homebush Bay NSW	Leasehold	Mar 2003				A Graham, AA위	L.	$\overline{\phantom{0}}$
Quad 3. Parkview Drive Homebush Bay NSW	100 Leasehold		2.7	16.3					16.3
Quad 4. Parkview Drive Homebush Bay NSW	100 Leasehold	Jun 2004	2.7	2.9	$\overline{\phantom{0}}$	$\sim$	÷	$\overline{\phantom{0}}$	2.9
8 Herb Elliott	100	Aug 2004	8.5	8.5	$\overline{\phantom{0}}$		$\overline{\phantom{0}}$	$\equiv$	8.5
Homebush Bay NSW	Leasehold
7 Figtree Drive Homebush Bay NSW	100 Leasehold	2004 النائ	10.2	10.2			$\overline{\phantom{0}}$	$\overline{\phantom{0}}$	10.2
7 Parkview Drive	100	May 2002	16.1	16.1				$\overline{\phantom{0}}$	16.1
Homebush Bay NSW	Leasehold
11 Grand Ave, Camellia Camellia NSW	100	May 1998	9.9	57.2	Sep 2003	Knight Frank WR Retallick, FAPI	58.0	ŧ.3	59.3
15 Berry Street Granville NSW	100	Nov 2000	10.0	10.0	Sep 2003	Kniaht Frank WR Retallick, FAPI	10.8	$\overline{\phantom{0}}$	10.8
19 Berry Street Granville NSW	100	Dec 2000	18.8	18.9	Sep 2003	Knight Frank WR Retallick, FAPI	20.5	$\overline{\phantom{0}}$	20.5
Austrak Business Park, Somerton ViC	50	Oct 2003	47.8	60.9			$\overline{\phantom{0}}$	$\overline{\phantom{0}}$	60.9
Total Industrial									327.8
HOTEL AND TOURISM
Ayers Rock Resort	100	Dec 1997	231.9	353.8	Mar 2004	JLL Hotels	353.8 %	5.8	359.6
NΤ	Shares in Company	Sep 2003	8.0	8.0		MA Cooper, AAPI			$8.0^{2}$
Cape Tribulation Resorts	100	Mar 2002	11.5	19.8			L.	$\overline{\phantom{0}}$	19.8
QLD Wädman River	Part leasebold 100	Jun 2001	0.5	1.1	Mar 2004	JLL Hotels	0.5	0.1	0.6
NΤ	Part leasehold					MA Cooper, AAPI
Berdarra Island Resort	100	Jul 2004	25.6	25.6			L,	$\overline{a}$	25.6
QLD Cradle Mountain Resort	100	Jul 2004	11.2	11.5	$\overline{\phantom{0}}$	$\equiv$	$\overline{\phantom{0}}$	$\equiv$	11.5
TAS	Part leasehold
Dunk Island Resort QLD	100 Part leasehold	Jul 2004	55.3	58.6	$\overline{\phantom{0}}$			$\overline{\phantom{0}}$	58.6
Heron Island	100	2004 النائ	44.7	44.8	$\overline{\phantom{0}}$			$\overline{\phantom{0}}$	44.8
(including Wilson Island) QLD	Leasehold
Silky Öaks Łodge	100	2004 النائ	18.5	18.6					18.6
QLD
Wrotham Park QLD.	100 Leasehold	2004 النائ	7.3	8.7	$\overline{\phantom{0}}$	$\overline{\phantom{a}}$	$\overline{\phantom{0}}$	$\overline{\phantom{0}}$	8.7
Four Points by Sheraton Hotel	100	May 2000	146.1	169.9	Mar 2002	Colliers International	136.0	12.8	148.8
Sydney, NSW	Leasehold Security Deposit					용 Mointosh, FARI			$(7.0)^{4}$
									141.8
161 Sussex St Pty Limited	Łoan 40								$2.8^{\circ}$ $0.1^{*}$
	Refer Note 6
Total Hotel and Tourism									700.5 8,866.2
Total Investment Properties

(1) Freehald, unless otherwise stated.
(2) Valuation for Ayers Rock Resort was \$360 million, of which \$6.2 million related to plant and equipment owned by Voyages Hotels & Resorts Pty Limited.

(2) Valuation for Ayers Rock Resort was \$360 million, of which \$6.2 million related to plant and equipment owned by Voyages Hotels & Resorts Pty Limited.

(3) Equity in Voyages Hotels & Resorts Pty Limited.

(4) Security d

		CONSOLIDATED
	ŜΜ	31 DEC 2004 31 DEC 2003 SM
6. Investment properties (Continued)
Additions to existing investments During the financial year ended 31 December 2004 the following additions were made to existing property investments:
Retail	143.1	98.4
Office	145.5	118.2
Mixed	133.9	98.1
Industrial	12.7	32.6
Hotel and Tourism	17.7	22.8
	452.9	370.1

Additions to property include capitalised interest on redevelopment of \$20.3 million using an interest rate of 6.9% (Dec 2003: \$17.5 million using 6.78%).

Melbourne Central

Construction commenced in November 2002 on the \$260 million redevelopment of Melbourne Central. The development has opened in progressive stages throughout 2004, and the final level 3 leisure and entertainment precinct is programmed for completion mid-2005. An expansion and refurbishment of the office tower lobby was completed in August 2004.

Macarthur Square

Construction commenced in September 2004 on the \$200 million (GPT's share \$100 million) expansion of Macarthur Square. The first stage of the development is programmed for completion in late 2005 and the second stage in early 2006.

Penrith Plaza

Construction commenced in June 2004 on the \$138 million expansion of Penrith Plaza, and is programmed for completion in late 2005.

Forestway Shopping Centre

The upgrade of Forestway was completed in March 2004. The final development cost was \$4.7 million.

Homemaker City Aspley

Construction commenced in April 2004 on the \$8 million remix of Homemaker City Aspley. This work was completed in November 2004.

Rouse Hill Town Centre

A Masterplan Development Application was approved in March 2004 for the Rouse Hill Regional Centre. Construction on the town centre component is expected to commence in mid-2005 and is programmed for completion mid-2007.

National@Docklands Stage 1 and Stage 2

Stage 1 of the new National Australia Bank (NAB) 56,000 sqm office development in Docklands, Melbourne achieved practical completion in October 2003. Stage 2 achieved practical completion in May 2004. The end cost of the development after enhancements agreed with the NAB is expected to be approximately \$242 million.

Australia Square, Sydney

Major upgrade works to the public areas and to the Plaza Building at an estimated cost of \$12 million (GPT's share \$6 million) were completed in June 2004.

The Quad, Parkview Drive, Homebush Bay

Construction of The Quad 3 building was completed in June 2004 at a cost of \$15.8 million.

6. Investment properties (Continued)

Avers Rock Resort

During the year, a new retail outlet was added to the Outback Pioneer Hotel (\$0.5 million) and the resort conference centre was refurbished (\$0.4 million). In addition, Longitude 131 reopened after closure due to bushfire damage in October 2003. The replacement cost of Longitude 131 was fully insured, although approximately \$1.5 million of enhancements were included in the rebuild at GPT's cost (primarily increased fire protection and an improved arrival area).

Four Points Hotels - Retail/Commercial Precinct

In September 2004, the Corn Exchange building which adjoins the Four Points Hotel was converted into office space. This space had previously been used for restaurant and retail uses. The cost of conversion was approximately \$2.0 million. The building is now tenanted by Voyages Hotels & Resorts. In the hotel, approximately \$0.7 million was expended on the refurbishment of the main kitchen.

Purchase of Investments

Darling Park Stage 3

In April 2004, GPT purchased the Darling Park 3 leasehold and entered a development agreement with Lend Lease Development to develop the 29,000 sqm final tower of the Darling Park complex. Approximately 60% of the space has been precommitted to Marsh and Mercer. Forecast cost to completion in May 2006 is \$228 million.

Homemaker City Fortitude Valley - Stage 2

In March 2004, GPT acquired a land parcel on which Stage 2 of the Homemaker City Fortitude Valley will be developed. The completed centre is being acquired for approximately \$52 million, including land. The centre is programmed for completion in early 2005.

The Quad, Parkview Drive, Homebush Bay

The Quad 4 leasehold title was acquired in June 2004 for \$2.7 million including acquisition costs. Quad 4 site forms part of the Quad Business Park complex which is being developed by GPT.

8 Herb Elliott Avenue, Homebush Bay

In August 2004, GPT purchased an investment in Homebush Bay NSW for \$8.5 million including acquisition costs.

7 Figtree Drive, Homebush Bay

In July 2004, GPT purchased an investment in Homebush Bay NSW for \$10.2 million including acquisition costs.

P&O Resorts

In July 2004, GPT in conjunction with Voyages Hotels & Resorts Pty Limited (Voyages) purchased P&O Australian Resorts, the largest owner-operator of nature-based resorts in Australia. The portfolio includes Silky Oaks Lodge and the Dunk, Bedarra, Brampton, Lizard, Heron and Wilson Island resorts, all located in Queensland as well as Cradle Mountain Lodge in Tasmania. At the time of acquisition, Wrotham Park Station, located in western Queensland, was also under construction. GPT's and Voyages' investment, including acquisition and project completion costs (in respect of the new Dunk Island rooms and Wrotham Park) and working capital is approximately \$217.6 million.

Disposal of Investments

IKEA Building, Prospect

The IKEA Building, Prospect was divested in November 2004 for \$7.5 million.

Homemaker City, Springwood

Homemaker City, Springwood was divested in November 2004 for \$13.0 million.

6. Investment properties (Continued) Joint venture investment arrangement Sunshine Plaza

GPT and Australian Prime Property Fund Retail (APPFR) entered into a JVIA with the Commonwealth Bank of Australia (CBA) in 1994. Under the terms of the JVIA:

• (a) A ground lease was granted to the CBA for land owned by GPT and APPFR.
• (b) GPT and APPFR made deposits with the CBA and received a return on those deposits based on the income of the Centre. These deposits were repayable in 2006 or on termination of the ground lease or at its expiry.
• (c) GPT had a right to terminate the ground lease each year over a five year period commencing June 2002.

The right was exercised in September 2004. A payment was made to CBA under a formula based on the valuation of the Centre at development completion (\$284 million) and termination date, and the CBA refunded the deposits made by GPT and APPFR. The total cost to unwind the JVIA was \$111.6 million (net of annual deposits, \$55.8 million GPT's share) including incidental costs. GPT's obligations in the JVIA are limited to its 50% share.

Other information

Ayers Rock Resort, P&O Resorts and Cape Tribulation Resorts

These properties (excluding Brampton and Lizard Island resorts which currently remain owned by Voyages) are owned by GPT and leased to Voyages. The hotel businesses are owned and operated by Voyages, which is wholly owned by GPT Hotel Management Pty Limited. GPT Hotel Management Pty Limited is a company with A and B Class shares. The A Class shares of GPT Hotel Management Pty Limited carry only voting rights and they are owned by GPT Operating Company Trust on behalf of the Unitholders of GPT. The B Class shares of GPT Hotel Management Pty Limited are owned by GPT and carry the income entitlement.

Four Points by Sheraton Hotel

The property is wholly owned by GPT. GPT also has a 40% interest in an associated company, 161 Sussex Street Pty Limited (the Company) which leases and operates the hotel. Starwood Pacific Hotels Pty Limited (Starwood), a wholly owned subsidiary of Starwood Hotels and Resorts Worldwide Inc. owns the remaining 60% interest.

In May 2000, the Company leased the hotel from GPT for 10 years, with the Company having an option to extend the lease for a further term of five years. After May 2005 the lease may be terminated by GPT if the hotel is sold. The Company has provided a security deposit of \$7.0 million.

At the time of acquisition, GPT provided a loan to the Company to fund its purchase of business assets, the payment of the security deposit and initial working capital requirements. The loan balance at December 2004 was \$2.8 million. Since acquisition GPT has invested an additional \$2.6 million in equity in the Company.

	CONSOLIDATED		GPT
	31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 SM	\$M	ŜΜ	\$M.
7. Commitments
(a) Capital expenditure At balance date capital expenditure approved but not provided for in the financial report:
Directly held investment properties
Australia Square	1.0	5.2	1.0	5.2
Casuarina Square	1.0	0.7	1.0	0.7
Charlestown Square	1.5	$\rightarrow$	1.5	$\rightarrow$
Citi-West Industrial Park		3.0		3.0
Erina Fair		0.2		0.2
11 Grand Avenue, Camellia		0.6		0.6
MLC Centre	4.7	4.6	4.7	4.6
Penrith Plaza	98.0	5.7	98.0	5.7
Plaza Parade		0.2		0.2
Quad 3	$\overline{\phantom{0}}$	8.6	$\overline{\phantom{a}}$	8.6
Quad 4	1.0	$\overline{\phantom{m}}$	1.0
Riverside Centre	3.9	3.9	3.9	3,9
Sunshine Plaza		0.1		0,1
Woden Plaza	1.3	0.3	1.3	0.3 2.9
Other properties		2.9
Unlisted controlled entities
530 Collins St	1.0	0.8
Austrak Business Park, Somerton	6.5	5.6
Ayers Rock Resort		0.9
Darling Park Stage 3	143.9	$\overline{\phantom{a}}$
Floreat Forum		1.1
Homemaker City Aspley	1.5
Homemaker City Bankstown	1.1 2.7	-
Homemaker City Castle Hill Homemaker City Fortitude Valley Stage 2	7.9
Homemaker City Jindalee	2.9
Homemaker City Windsor	0.7
HSBC Centre, 580 George St	0.8
Macarthur Square	75.0	$\overline{\phantom{0}}$
Melbourne Central	28.1	124.5
Parkmore Shopping Centre		1.4
The National, Stages 1 and 2		59.5
Wollongong Central	1.9
Other properties	1.2	6.5
Investments in Associates
Darling Park and Darling Park Property Trust		4.3
Erina Property Trust		0.1
1 Farrer Place	4.9	$\sim$
Horton Trust		0.1
2 Park St Trust		2.1
	392.5	242.9	112.4	36.0
Due within 1 year	321.9	241.3	103.7	34.4
Due between 1 and 5 years	70.6	1.6	8.7	1.6
	392.5	242.9	112.4	36.0

			CONSOLIDATED		GPT
		SM	SM	\$M	31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 SM.
7.	Commitments (Continued)
	(b) Investments At balance date deposit commitments existed in respect of interests in JVIA contracted but not provided for in the financial report (refer Notes 6 and 9):
	Sunshine Plaza
	Due within 1 year		4.7		4.7
	Due between 1 and 5 years		9.0		9.0
			13.7		13.7
	(c) Operating leases Estimated aggregate amount of operating lease expenditure agreed or contracted but not provided for in the financial report. Due within 1 year Due between 1 and 5 years Due between 5 years and expiry date of leases	0.2 0.9 2.2	0.3 0.9 2.6	0.1 0.5 0.7	0.1 0.5 0.8
		3.3	3.8	1.3	1,4
8.
	Shares in Associates (Masterplanned Urban Communities)	8.2	5.5
	Lend Lease (Twin Waters) Pty Limited Lend Lease GPT (Rouse Hill) Pty Limited	$3.3\,$	1.0

Rouse Hill Regional Centre

In October 2003, a joint venture company owned 49% by GPT and 51% by Lend Lease entered into an agreement with the Department of Infrastructure, Planning and Natural Resources (DIPNR) and Landcom to jointly develop, under a land management model, a regional centre at Rouse Hill. The project includes over 1,500 residential lots, a mixed use Town Centre and supporting infrastructure. GPT will develop and own the Town Centre, consisting of a retail market place, home living retail, commercial and learning space.

Twin Waters Resort

In October 2003, a joint venture company owned 49% by GPT and 51% by Lend Lease acquired the Twin Waters Resort and golf course for redevelopment into a resort and residential community. The re-development will include 370 dwellings, whilst the golf course, central and leisure facilities are to be on-sold to specialist operators.

	CONSOLIDATED			GPT
	SM	31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 \$M	ŜΜ	SM.
9. Other assets
Deposits
Deposits at cost – Sunshine Plaza		74.6		74.6
Loans to Associates
Lend Lease (Twin Waters) Pty Limited	16.5	16.7
Lend Lease GPT (Rouse Hill) Pty Limited	8.1	2.9
	24.6	19.6
Loans to Voyages Hotels & Resorts Pty Limited
Working Capital Loan	18.5	10.9
Acquisition Loan	48.1		48.1
	66.6	10.9	48.1
Leasing costs
Leasing costs at cost	5.3		3.1
Less accumulated amortisation.	(0.5)	-	(0.3)
	4.8		2.8
	96.0	105.1	50.9	74.6

Reconciliation

Reconciliations of the carrying amounts of other assets at the beginning and end of the current and previous financial year are set out below.

Carrying amount at start of the financial year Additions/(repayments) to deposits	105.1 (74.6)	88.8 4.6	74.6 (74.6)	70.0 4.6
Additions to Loans to Associates Additions/(repayments) to Loans to Voyages Hotels & Resorts Pty Limited	5.0 55.7	19.6 (7.9)
Additions to Leasing Costs	4.8		2.8
Carrying amount at end of the financial year	96.0	105.1	2.8	74.6.

The Sunshine Plaza JVIA with the Commonwealth Bank of Australia was terminated on 30 September 2004.

GPT has provided Voyages with a working capital loan which was drawn to \$18.5 million at December 2004 and an acquisition loan of \$48.1 million to fund its purchase of Brampton and Lizard Island resorts. It is anticipated that GPT will acquire Brampton and Lizard Island resorts from Voyages in 2005 and Voyages will repay the acquisition loan at that time.

10. Pavables - Current

Trade creditors	180.8	135.4	80.2	66.8
Creditors – other	3.0	3.3	2.1	1.3
- related party	0.1	2.2	0.1	2.2
Loans from controlled entities		$\overline{\phantom{a}}$	$\overline{\phantom{0}}$	26.5
Responsible Entity's fee	8.2	6.4	4.9	4.
	192.1	147.3	87.3	100.9

		CONSOLIDATED		GPT
	SM	31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 \$M	\$Μ	\$M.
11. Interest bearing liabilities – Current
Short and Medium Term Notes (refer Note 1(e) and Note 20)	940.0	775.0	940.0	775.0
Commercial Bills (refer Note 1(e) and Note 20)	131.6		130.0
	1,071.6	775.0	1,070.0	775.0
12. Provisions
Distributions payable	112.9	105.3	112.9	105.3
13. Interest bearing liabilities – Non-current
Medium Term Notes (refer Note 1(e) and Note 20)	1,502.0	1.227.0	1,502.0	1,227.0
CPI Coupon Indexed Bonds	125.0	125.0	125.0	125.0
	1.627.0	1.352.0	1,627.0	1,352.0
14. Contributed equity
2.016,716.610 (Dec 2003: 1,949,716,610) units	4,598.5	4.400.8
Movements in units at issue price
		CONSOLIDATED 31 DEC 2004
	MILLIONS	NUMBER OF AMOUNT AT UNITS ISSUE PRICE SM
Balance at the beginning of the financial year	1.949.7	4.400.8
New issues:
Private placement
Proceeds from issue of units (net of transaction costs)	67.0	200.3
Less: distribution entitlement relating to pre issue		(2.6)
Balance at the end of the financial year	2,016.7	4,598.5

On 2 April 2004, 67 million units were issued via a private placement to raise \$203 million. Units were allotted on 8 April 2004 at \$3.03 under the placement, representing a 1.5% discount to three day volume weighted average (VWAP) of \$3.077. The units were entitled to the full March 2004 quarter distribution and subsequent distributions.

	CONSOLIDATED 31 DEC 2003
	NUMBER OF MILLIONS	AMOUNT AT UNITS ISSUE PRICE \$M
Balance at the beginning of the financial year	1.949.7	4.400.8
New issues:
Balance at the end of the financial year	1.949.7	4.400.8

Ordinary units

Ordinary units entitie the holder to participate in distributions and the proceeds on winding up of the Trust in proportion to the number of and amounts paid on the units held.

On a show of hands every holder of ordinary units present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each unit is entitled to one vote.

	CONSOLIDATED			GPT
	SM	\$M	31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 ŜΜ	\$M.
15. Asset revaluation reserve
Nature and purpose of reserve
Asset revaluation reserve
The asset revaluation reserve is used to record increments and decrements on the revaluation of non-current assets, as described in accounting policy Note 1(d). The reserve is predominantly comprised of unrealised gains resulting from the revaluation of the Trust's property investments. The balance, or any part of the balance, standing to the credit of the reserve may be transferred to the Trust's distributions. During the financial year \$15.6 million (Dec 2003: \$Nil) was transferred to distributions.
Balance at the beginning of the financial year	907.1	672.1	907.1	672.1
Increases/(decreases):
Directly held investment properties
Citi-West Business Estate		(1.9)		(1.9)
Australia Square	(9.3)		(9.3)
Bonner House	2.9	1.7	2.9	1.7
Borec House		0.1		0.1
11 Grand Ave, Camelia		2.1		2.1
Casuarina Square Charlestown Square	61.4 53.6	$\overline{\phantom{a}}$ 51.5	61.4 53.6	51.5
Charlestown Convenience Centre		(0.1)		(0.1)
Dandenong Plaza		2.0		2.0
Erina Fair	33.9	24.3	33.9	24.3
15 Berry Street, Granville		0.8		0.8
19 Berry Street, Granville		1.6		1.6
MLC Centre	(22.5)		(22.5)
Penrith Plaza	129.2	17.7	129.2	17.7
Plaza Parade	(1.0)	0.4	(0.1)	$0.4^{\circ}$
Riley Square		0.2		0.2
Quad 1, Homebush	1.0		1.0
Quad 2, Homebush	2.9		2.9
Sunshine Plaza	41.0	4.6	41.0	4.6
Woden Plaza	90.8	31.0	90.8	31.0

	CONSOLIDATED			GPT
	SM	SM.	31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 SΜ	SM.
15. Asset revaluation reserve (Continued)
Reserves attributable to controlled entities
Ayers Rock Resort	10.2
Wildman River	(0.5)
Carlingford Court	21.2
Chirnside Park	33.5	10.4
Wollongong Central	33.3	20.0
Floreat Forum	(0.7)
Forestway Shopping Centre	11.7
Macarthur Square	40.4	18.4
Melbourne Central	(3.5)
Parkmore Shopping Centre	42.9
Homemaker City Bankstown	$\overline{\phantom{0}}$	4,4
Homemaker City Cannon Hill		1.2
Homemaker City Castle Hill	(6.4)	$\equiv$
Homemaker City Fortitude Valley		0.5
Homemaker City Jindalee	6.9	6.2
Homemaker City Maribyrnong	$\equiv$	8.7
IKEA Building, Prospect		0.5
Homemaker City Springwood	(4.0)	$\overline{\phantom{a}}$
10 & 12 Mort Street 530 Collins Street & 120 King Street		(1.0) (3.2)
179 Elizabeth Street	$\overline{\phantom{0}}$	10.1
HSBC Centre, 580 George St	2.3
The National, Stage 1	7.3
The National, Stage 2	5.1		$\overline{\phantom{0}}$
GEM Trusts			190.0	76.2.
GPT Hotel Trust			9.7
Reserves attributable to Associates
Brisbane Transit Centre	4.0		4.0
Darling Park	(9.5)	(7.7)	(9.5)	(7.7)
Erina Fair	17.0	12.1	17.0	12.1
1 Farrer Place	(4.0)		(4.0)
Horton Parade/Maroochydore Superstore	3.7	0.2	3.7	0.2
Citigroup Centre		18.2		18.2
Net increase in valuations	594.8	235.0	594.8	235.0
Transfer (to)/from distribution: Net book profit on sale of IKEA Building, Prospect	0.9		0.9
Costs associated with merger proposals	(16.5)	$\qquad \qquad -$	(16.5)
Net transfer to distribution	(15.6)	$\equiv$	(15.6)	$\overline{\phantom{m}}$
Balance at the end of the financial year	1,486.3	907.1	1,486.3	907.1

	CONSOLIDATED		GPT
	SM	\$M	31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 ŜΜ	\$M.
16. Total equity
This represents amounts subscribed for units and options
together with total reserves resulting in a net tangible asset
backing of \$3.02 (Dec 2003: \$2.73) per unit based on the
number of GPT current units	6,093.4	5,315.5	6,093.4	5,315.5
17. Notes to the Statement of Cash Flows
(a) Reconciliation of net operating income to net cash
provided by operating activities
Net operating income	426.4	420.2	426.4	420.2
Loss/(gain) on disposal of properties	(0.9)
Amortisation of leasing fees	0.5		0.3
Net decrease in provisions:
Provision for doubtful debts			(0.2)	0.3
Interest capitalised Net cash provided by operating activities before changes	(20.3)	(17.6)	(20.3)	(17.6)
in assets and liabilities	405.7	402.6	406.2	402.9
Responsible Entity's fee	1.8	(2.2)	0.8	(1.8)
(Increase)/decrease in receivables	(12.7)	9.4	(3.3)	9.7
Increase/(decrease) in payables	(4.7)	(13.1)	12.5	6.0
Net cash provided by operating activities	390.1	396.7	416.2	416.8
(b) Reconciliation of cash
Disclosed in Statement of Financial Position as:
Cash	50.9	44.0	45.2	42.5
18. Earnings per unit
Basic earnings per unit - (cents)	21.3	21.6
(Net operating income including book profits divided
by weighted average number of units)
Basic earnings per unit - (cents)	22.0	21.6
(Net operating income excluding book profits and costs
associated with merger proposals divided by weighted
average number of units)
Weighted average number of ordinary units on issue
during the reporting period used in the calculation of
basic earnings per unit - (millions)	2.004.8	1,949.7

		CONSOLIDATED
		31 DEC 2004 31 DEC 2003 \$M.	SM.
19. Investments in controlled entities and Associates
NAME OF ENTITY	INTEREST	CONTRIBUTION TO NET OPERATING INCOME
Parent entity
General Property Trust		73.6	121.9
Controlled entities
GPT Hotel Trust	100
Ayers Rock Resort Trust	100	42.5	33.2
GPT Hotel (Darling Harbour) Trust	100	14.4	13.3
GPT Industrial Trust (formerly known as Wales House Trust)	100	$\overline{\phantom{0}}$
GPT Industrial (Somerton) Trust	100	2.4
GPT Pty Limited	100
GPT Residential Trust (formerly GPT Office Trust)	100
GPT Residential (Rouse Hill) Trust	100	0.4
GPT Residential (Twin Waters) Trust	100	1.3
GPT Subsidiary Holding Trust	100
GEM Retail Property Trust	100	62.7	61.5
Homemaker Retail Property Trust	100	35.0	32.0
Whitnall Pty Ltd	100
GEM Commercial Property Trust	100	(1.7)	1.4
Growth Equities 530 Collins Street Trust	100	24.7	24.4
Growth Equities 580 George Street Trust	100	17.7	16.9
New Property Investment Trust No. 1	100	5.6	5.5
GEM Allendale Trust	100
GPT Victoria Harbour No 1B Trust	100
GPT Victoria Harbour No 1A Trust	100	10.7	2,1
GPT Victoria Harbour No 2B Trust	100
GPT Victoria Harbour No 2A Trust	100	5.6
Melbourne Central Holdings Pty Ltd	100
Melbourne Central Unit Trust	100	43.2	44.3
Melbourne Central Custodian Pty Ltd	100	-
		264.5	234.6
Associates
Erina Property Trust	50	7.5	4.8
Darling Park Trust	50	22.2	19.4
Darling Park Property Trust	50	14.3	14.1
1 Farrer Place Trust	50	16.2	$0.6\,$
Horton Trust	50	1.2	1,0
Roma Street Trust	50	5.1	5,1
Lend Lease GPT (Rouse Hill) Pty Limited	49
Lend Lease Twin Waters Resort Pty Limited	49	1.2	0.1
2 Park Street Trust	50	20.1	19.5
161 Sussex St Pty Limited	40	0.5	(0, 9)
		88.3	63.7
		426.4	420.2

19. Investments in controlled entities and Associates (Continued)

All equity interests, as described in Note 6, issued by GPT and its controlled entities are ordinary interests.

All Associates have a reporting period of 30 June, except for Horton Trust and 161 Sussex St Pty Limited which have a reporting period of 31 December.

		CONSOLIDATED
	31 DEC 2004 31 DEC 2003 ŜΜ.	\$M
Beserves attributable to Associates
Asset revaluation reserve
Balance at the beginning of the financial year	56.3	33.5
Revaluations during the financial year	11.2	22.8
Balance at the end of the financial year	67.5	56.3
Movements in carrying amount of investments in Associates
Carrying amount of investments at the beginning of the financial year	1.209.3	882.9
Net operating income attributable to associates	88.3	63.7
Less: Distributions received/receivable	(88.3)	(63.7)
Incidental costs on acquisition
Issue of equity	19.0	303.6
Redemption of equity
Share of movements in asset revaluation reserve	11.2	22.8
Carrying amount of investments at the end of the financial year	1,239.5	1,209.3
Summary of the financial position of Associates
The recognised amounts of aggregate assets and liabilities of associates are:
Assets	1.294.3	1.248.9
Liabilities.	(54.8)	(40.6)
Share of net assets of Associates	1,239.5	1.208.3
Incidental costs on acquisition prior to latest revaluation of Associates' assets		1.0
Carrying amount of investments at the end of the financial year	1,239.5	1,209.3

Share of Associates' financing facilities - refer Note 6

		CONSOLIDATED
	31 DEC 2004 31 DEC 2003 SΜ	SM.
20. Finance facilities
Bank stand-by facilities	400.0	400.C

The Trust has stand-by facilities of \$400 million (Dec 2003: \$400 million) to provide liquidity backup for the Short Term/Medium Term Note Program which were not utilised at balance date. \$200 million matures on 30 April 2005 and a further \$200 million matures on 22 May 2005, It is anticipated that it will be possible to extend all facilities.

Short Term Note/Medium Term Note Program

The Short Term/Medium Term Note Program (the Program) is a revolving, non-underwritten, debt program. The Program provides flexible short term and medium term funding to enable the Trust to fund commitments and to act promptly on investment opportunities. The Program can be terminated at the discretion of the Trust and is unsecured. The value of the notes issued under the Program is limited by the Trust Constitution. The Constitution limits the amount of debt to no more than 40% of the total assets. At 31 December 2004 the percentage of debt to total assets is 29.7%. The Trust issued \$250 million 18 month callable Medium Term Notes in August 2004 which the Trust may call and cancel after six months or investors may call if GPT is downgraded to a 'BBB+' or lower.

Maximum amount of Short Term Notes on issue during the financial year	790.0	595.0
Amount of Short Term Notes outstanding at the end of the financial year	615.0	595.0
Maximum amount of Medium Term Notes on issue during the financial year	1.827.0	1.407.0
Amount of Medium Term Notes outstanding at the end of the financial year	1.827.0	1.407.0

Commercial Bills

On 28 July 2004, the Trust obtained a \$500 million Bridging Finance Facility which will expire on 28 July 2005. As at 31 December 2004, \$130 million has been drawn down.

On 7 September 2004, the General Property Trust/Austrak Joint Venture obtained a \$5 million (GPT's share \$2.5 million) Bill Facility to fund the capital expenditure requirements of Austrak Business Park, Somerton. This facility is secured by a mortgage over Austrak Business Park, Somerton. As at 31 December 2004, \$3.2 million (GPT's share \$1.6 million) has been drawn down.

CPI Coupon Indexed Bonds

On 10 December 1999, the Trust issued CPI Coupon Indexed Bonds totalling \$125 million. The securities will expire on 10 December 2029 and have a current coupon of 6.95%. The coupon compounds quarterly at the rate of CPI.

20. Finance facilities (Continued)

Finance facilities as at 31 December 2004

						FIXED INTEREST MATURING IN
	NOTES	TOTAL ŜΜ	NON-INTEREST BEARING SM.	FLOATING INTEREST RATE SM	1 YEAR OR LESS SM	OVER 1 YEAR TO 5 YEARS SM	MORE THAN 5 YEARS \$Μ.
Financial assets
Cash and deposits		50.9		50.9
Receivables	4	58.9	58.9
		109.8	58.9	50.9
Weighted average interest rate.				5.2%
Financial liabilities
Interest bearing liabilities	11, 13	2,698.6		1,778.6	100.0	620.0	200.0
Trade and other payables.	10.	192.1	192.1
Interest rate swaps				(1,475.0)	(50.0)	1,345.0	180.0
Forward start interest rate swaps		(1,100.0)			(450.0)	(650.0)
l c orward start interest rate
swap maturities		1,100.0			50.0	350.0	700.0
		2,890.7	192.1	303.6	(350.0)	1,665.0	1,080.0
Weighted average interest rate				5.8%	4.7%	5.7%	$5.6\%$
Net financial liabilities		(2,780.9)	(133.2)	(252.7)	350.0	(1,665.0)	(0.080, 1)

Unrealised losses on interest rate swaps totalling \$15.5 million (Dec 2003: \$3.8 million unrealised losses) have not been recognised in the financial statements as it is intended the Trust will retain these swaps to maturity.

The net fair value of all other financial assets and liabilities approximates their carrying value.

Finance facilities as at 31 December 2003

						FIXED INTEREST MATURING IN
	NOTES	TOTAL \$M	NON-INTEREST BEARING \$Μ	FLOATING INTEREST RATE \$M	1 YEAR OR LESS \$M	OVER 1 YEAR TO 5 YEARS SΜ	MORE THAN 5 YEARS \$M.
Financial assets
Cash and deposits		44.0		44.0
Receivables	4	46.0	46.0
		90.0	46.0	44.0
Weighted average interest rate				4.8%
Financial liabilities
Interest bearing liabilities	11, 13	2.127.0		1,217.0	100.0	610.0	200.0
Trade and other payables	10	147.3	147.3
Interest rate swaps				(730.0)	190.0	640.0	(100.0)
Forward start interest rate swaps		(435.0)			(285.0)	(100.0)	(50.0)
l c orward start interest rate
swap maturities		435.0				185.0	250.0
		2.274.3	147.3	487.0	5.0	1.335.0	300.0
Weighted average interest rate				5.7%	5.7%	5.9%	6.5%
Net financial liabilities		(2, 184.3)	(101.3)	(443.0)	(5.0)	(1, 335.0)	(300.0)

	RETAIL SM.	OFFICE SM.	INDUSTRIAL SM	HOTEL AND SМ	MASTER- PLANNED URBAN TOURISM COMMUNITIES CONSOLIDATED SM	SM
21. Segment information
Primary reporting - business segments
Year ended 31 December 2004
Total segment revenue	403.2	198.1	27.3	60.4	1.6	690.6
Share of net profit of Associates	8.7	77.3		1.1	1.2	88.3
Unallocated revenue						1.9
Revenue from ordinary activities						780.8
Segment result	288.5	225.7	23.0	61.7	2.8	601.7
Responsible Entity's fee and other						(40.1)
Borrowing costs Costs associated with merger proposals						(118.7) (16.5)
Net operating income						426.4
Segment assets	4,772.2	3,092.6	330.6	725.9	36.1	8,957.4
Unallocated assets						139.6
Total assets						9,097.0
Segment liabilities	113.8	33.6	$3.5\,$	8.3	0.1	159.3
Unallocated liabilities						2,844.3
Total liabilities						3,003.6
Investments in Associates	146.2	1,047.8	$\qquad \qquad \blacksquare$	9.4	36.1	1,239.5
Additions to investment properties	369.2	228.5	34.1	180.3		812.1
Additions included in shares to
Associates and other assets			-	55.7	10.0	65.7
Year ended 31 December 2003 Total segment revenue	359.8	182.4	21.7	48.0		611.9
Share of net profit of Associates	5.8	58.5		(0.7)	0.1	63.7
Unallocated revenue						46.0
Revenue from ordinary activities						721.6
Segment result	266.7	195.2	18.5	47.0	0.1	527.5
Responsible Entity's fee and other						(27.1)
Borrowing costs						(80.2)
Net operating income						420.2
Segment assets	3,817.9	2,971.7	292.5	534.3	26.2	7,642.6
Unallocated assets						52.5
Total assets						7,695.1
Segment liabilities	68.5	49.9	4.8	4.0		127.2
Unallocated liabilities						2,252.4
Total liabilities						2,379.6
Investments in Associates	124.5	1,050.5	$\overline{\phantom{0}}$	8.2	26.1	1,209.3
Additions to investment properties	201.0	419.8	83.1	30.7	$\qquad \qquad -$	734,6
Additions included in shares to
Associates and other assets					26.1	26.1

22. Transactions with Lend Lease Group

The Responsible Entity of the Trust is GPT Management Limited, a wholly owned subsidiary of Lend Lease Corporation Limited.

Details of the Responsible Entity's fee are disclosed in Note 3. The Responsible Entity's immediate and ultimate holding company is Lend Lease Corporation Limited.

All dealings between the Trust and Lend Lease Corporation Limited and its controlled entities and related parties (Lend Lease) are on normal commercial terms and conditions and material dealings are reviewed by the Audit and Risk Management Committee. All contracts are subject to commercial appraisal, on a basis acceptable to the Responsible Entity, by an external valuer or a qualified external party approved by the Responsible Entity.

The following transactions have taken place with the Lend Lease Group during the financial year:

		CONSOLIDATED		GPT
	SM	31 DEC 2004 31 DEC 2003 31 DEC 2004 31 DEC 2003 \$M.	SΜ	SM
Capital expenditure in relation to contracts for development.
refurbishment and upgrades	256.9	242.0	105.6	127.4
Purchase of Darling Park Stage 3	30.0	-0.9		0.9
Property management including property maintenance
and insurance	30.0	28.0	16.9	15.1
Rental income from Lend Lease Group	5.7	8.2	5.7	8.2
Income guaranteed by Lend Lease under development
and sale agreements	0.2	0.4
GPT's share of Associates Responsible Entity fee/(reimbursement)	(0.6)	1.6

Lend Lease Group companies or trusts managed by a Lend Lease Group company held units in the Trust at 30 June 2004 as follows:

	31 DEC 2004 31 DEC 2003 UNITS	UNITS
GPT Management Ltd as Trustee and Responsible Entity
for the GPT Split Trust		20.832.742 22.109.712
Lend Lease Corporation Limited	17.300.373	$\qquad \qquad$

23. Executives' and directors' disclosures

(a) Compensation policy

Directors and senior executives

All GPT Management Limited directors, executives and employees are paid by Lend Lease Corporation. GPT Management Limited receives a fee for managing GPT.

Lend Lease's Compensation and Benefits Policy is determined by the Lend Lease Board's Personnel and Organisation Committee (P&O Committee). The policy is to reward senior executives with market competitive compensation and benefits, taking into account the performance of the individual, GPT and Lend Lease. In assessing these benchmarks, Lend Lease takes account of expert advice and the relevant external comparators in the real estate and related sectors.

Lend Lease's approach to executive compensation is to provide a balance of fixed and performance based cash elements with an emphasis on increasing 'at risk' compensation for senior executives and executive directors. Outlined below are the elements and the philosophy behind them.

Compensation paid by Lend Lease is designed to be appropriate and competitive on such issues as incentives, pensions, superannuation and other benefits.

23. Executives' and directors' disclosures (Continued)

(a) Compensation policy (Continued)

Base salarv

Salaries are set at competitive levels, targeted at median against comparable companies, with annual reviews to reflect market conditions and personal performance. For guidance, the P&O Committee and various business based executives use information available in published job matched surveys of similar companies. As appropriate, they also commission surveys to supplement the published information. To ensure proper process is followed for all Senior Executives, all proposed packages for direct reports of the Lend Lease Executive Management Team members require prior approval from the Lend Lease Chief Executive Officer (CEO).

The salaries of the executive directors and specified executives are set by the P&O Committee. These are determined in July of each year. The Committee is assisted in this review by the Lend Lease Corporation CEO and the Head of Human Resources.

Short term incentives (STIs)

Annual bonus payments are based upon actual achievement measured against challenging financial, corporate and individual performance targets approved by the P&O Committee. Although the performance criteria are different for each executive, the principles are similar and involve assessment of performance across three areas:

• Financial achievement of profitability, earnings, total shareholder return and other relevant financial targets;
• Personal achievement of personal objectives related to specific non-financial business targets; and
• Environment, Health and Safety a number of senior executives are also measured and rewarded according to the Group's performance on Environment, Health and Safety Key Performance Indicators and their personal commitment to them.

If the full target bonus is earned, annual cash compensation will normally reach the upper quartile of the relevant employment market.

Annual bonuses may be awarded in a number of ways:

• Cash
• Shares or awards issued under Lend Lease Employee Share Plans (ESP).

Long term incentives (LTIs)

The current Long Term Incentives were introduced and approved by the Board in 1999 and updated and extended in 2001, 2002, 2003 and 2004.

LTI grants are normally made in July each year and are based on competitive remuneration practice. Grants also depend upon personal contribution and potential, and are designed to retain and motivate high performing and key executives. The LTIs are in the form of an Australian dollar figure 'grant', which is notionally 'invested' over time to deliver value depending on:

• whether the executive remains with the Group if the executive resigns before vesting, the grant will lapse;
• whether performance hurdles are achieved over the plan period if the hurdles are not achieved, the grant will lapse; and
• the performance of the Lend Lease share price the value of the grant on maturity, assuming performance hurdles have been met, will be determined in part by the rise in the Lend Lease share price. Current plans have hurdles which require above median performance against a basket of Lend Lease's peer group companies (with 25% vesting at median performance rising to 100% at 75th percentile).

LTIs are a cash program with payments made upon maturity if performance hurdles are met.

23. Executives' and directors' disclosures (Continued)

(a) Compensation policy (Continued)

Long term incentives (LTIs) (Continued)

Under the 2001 and 2002 LTIs, a senior executive's initial dollar 'grant' is normally allocated equally, or otherwise at the discretion of the senior executive or Board, between:

• Performance Shares (PSs) the value of these will rise or fall with the value of Lend Lease shares; and
• Share Appreciation Rights (SARs) these are payable only if the price of Lend Lease shares at the date of maturity is higher than at the date of the grant. The senior executive will receive nothing in respect of these rights if the share price is lower than the price at the date of the grant.

For the purposes of the allocation, PSs are attributed a value equivalent to the Lend Lease share price at or about the date of the allocation, while SARs are valued at approximately one third of PSs, which reflects their greater risk profile.

Under the 2003 and 2004 LTI, the initial grant was made solely in PSs.

Retention awards

When the Board believes that an employee is an outstanding performer and that Lend Lease Corporation and its shareholders will gain from incentivising him or her to remain with Lend Lease, a retention award may be made.

Superannuation/pension plans

Pension plan arrangements are in place. In the past, senior executives (and other employees) joined either a defined benefit or a defined contribution plan. Entry into all defined benefit plans has now ceased across the Group. All new executive directors and senior executives have the opportunity to join defined contribution plans.

Non-executive directors

Compensation policy

Directors' fees have been set at \$60,000 per annum for each director covering all GPT Management Board duties. The Chairman's fees are two times the standard fees paid to a director and the Chairman of the Audit and Risk Management Committee receives an additional \$20,000 per annum. Other members of the Audit and Risk Management Committee receive \$15,000 per annum. These directors' fees are only payable to non-executive directors other than Eric Goodwin, who receives remuneration from Lend Lease on a per diem basis under a separate consultancy agreement.

All directors' fees are paid by GPT Management and not by GPT.

Peter Joseph, Malcolm Latham, Ken Moss and Elizabeth Nosworthy received additional amounts for the period from 24 May 2004 to 17 November 2004 of \$180,000, \$72,000, \$60,000 and \$60,000 respectively for considerable additional work undertaken in relation to the Lend Lease Corporation/GPT merger proposal. For the period from 6 August 2004, supplementary per diem fees of \$2,000 have been paid to Mr Latham, Mr Moss and Ms Nosworthy, and \$6,000 has been paid to Mr Joseph, for preparation for and attendance at each substantive meeting. Additional overseas travel time is paid at \$2,000 per day.

Brian Norris is a non-executive director of Lend Lease Real Estate Investments Limited and receives remuneration from Lend Lease in that capacity. Mr Norris is also entitled to a retirement benefit (2004; \$208,967) from GPT Management equal to the total of the director's fees paid to him during the three year period prior to his retirement. No other directors are entitled to retirement benefits.

23. Executives' and directors' disclosures (Continued)

(b) Remuneration details

Details of the remuneration of the directors of GPT Management Limited and specified executives of GPT for the year ended 31 December 2004 are set out in the following tables:

			PRIMARY			POST EMPLOYMENT	EQUITY OTHER BENEFITS			TOTAL
	SALARY AND FEES Ś.	SHORT TERM INCENTIVE BONUS® \$	LONG TERM INCENTIVE BONUS \$	NON- Ŝ	MONETARY ANNUATION \$	SUPER-RETIREMENT \$	\$	BENEFITS ESP/OTHER TERMINATION PRESCRIBED \$	\$	DEC 2004 \$
Specified directors
Executive directors Non-continuing Ross Taylor (appointed 28 April 2004, retired
24 November 2004) 38	426,100	450,917	259,501	3,733	39,650		18,941	سد	$\overline{\phantom{a}}$	1,198,842
	426,100	450,917	259,501	3,733	39,650	u.	18,941	$\overline{\phantom{a}}$	÷,	1,198,842
Non-executive directors 21 Continuing Peter Joseph – Chairman Eric Goodwin (appointed 24 November 2004) Malcolm Latham Ken Moss Brian Norris Elizabeth Nosworthy	258,750 4,000 132,000 140,000 80,000 135,000 749,750	÷.	ш,	ă.	aas.	$\overline{\phantom{a}}$	ш,	ш,	ă.	258,750 4,000 132,000 140,000 80,000 135,000 749,750
Non-continuing Richard Longes - Chairman (retired 24 November 2004)	110,000 110,000	÷.	ш,	ш,	ш,	ш.	ш,	$\overline{\phantom{a}}$	ш,	110,000 110,000
Total specified directors	1,285,850	450,917	259,501	3,733	39,650		18,941		ł	2,058,592

(1) Employed by Lend Lease Management Services Limited. Disclosure refers to the period of time served as a director on the GPT Board. Boriuses and other
payments have been pro-rated over this time unless earned directly w

(2) Salary and fees for non-executive directors includes fees for attending, chairing and travelling to Board and Board Committee meetings.
(3) All Short Term Incentive bonuses have been paid in cash and based upon the per

23. Executives' and directors' disclosures (Continued)

(b) Remuneration details (Continued)

		PRIMARY			POST EMPLOYMENT	EQUITY	OTHER BENEFITS
	AND FEES Ŝ	SHORT TERM SALARY INCENTIVE BONUS® \$	LONG TERM INCENTIVE BONUS \$	NON- Ŝ	SUPER- MONETARY ANNUATION \$	\$	ESP/OTHER TERMINATION PRESCRIBED s	\$	OTHER Ś.	DEC 2004 \$
Specified executives
Continuing
Nic Lyons - CEO Michael O'Brien	455,632	377,025	212,034	6,400	38,992	12,807			سد	1,102,890
- Fund Manager	339,835	169,137	54,366	12,233	29,730	13,931			ىمە	619,232
Kieran Pryke - CFO Donna Byrne - Investor Relations and Marketing	259,253	91,599	25,497	6,400	22,441	10,405				415,595
Manager James Coyne - General Counsel and Secretary (appointed	182,379	66,502	14,255	ł	15,555	7,295				285,986
1 July 2004)	108,970	28,806	÷	75	8,233	4.362	Ĩ.	معد	L	150,446
	1,346,069	733,069	306,152	25,108	114,951	48,800	÷.	÷		2,574,149
Non-continuing Michael Nellson – General Counsel and Secretary
(retired 30 June 2004) 122,187		49,047		9,186	10,452	5,255	18,574			214,701
	122,187	49,047		9,186	10,452	5,255	18,574	سد	سد	214,701
Total specified
executives	1,468,256	782.116	306,152	34,294	125,403	54.055	18,574			2,788,850

(1) All Short Term Incentive bonuses have been paid in cash and based upon the performance criteria as outlined in Note 23(a). Bonuses relate to the full year ended 30 June 2004, as the six months to 31 December 2004 is not determinable at reporting date.

(c) Long Term Incentives

Performance Shares (PS), Retention Shares and Stock Appreciation Rights (SAR) Year ended 31 December 2004

	SERVICE CRITERIA	PERFORMANCE CRITERIA	INCENTIVE GRANTED®	GRANT DATE	EXPIRY OR EXERCISE DATE	EXERCISE PRICE ®	GRANTED	AWARD VALUE NUMBER AT GRANT DATE
Specified executives
Nic Lyons	Criteria 1	Criteria 2	PS	July 2003	June 2006	N/A	23,816	203.520
	Criteria 1	Criteria 2	PS	July 2004	June 2007	N/A	41.477	428.395
Michael O'Brien	Criteria 1	Criteria 2	PS	July 2003	June 2006	N/A	7.723	65.997
Kieran Pryke	Criteria 1	Criteria 3	ЦC	July 2002	June 2005	N/A	3.987	41.864
	Criteria 1	Criteria 3	SAR	July 2002	June 2005	10.50	13,955	41.864
Donna Byrne	Criteria 1	Criteria 3	ЦC	July 2002	June 2005	N/A	2.229	23,405
	Criteria 1	Criteria 3	SAR	July 2002	June 2005	10.50	7.802	23.405
James Coyne	Ni	Νil	Νĭ	Nii	Nil	Nil	Nil	Nil

(1) Performance Shares (PS), Retention Shares (LLC) or Stock Appreciation Rights (SAR).

(2) Performance and Retention Shares do not have an exercise price, as they are paid out at the share price at exercise date.

Ross Taylor is not included due to retiring from the Board 24 November 2004.

Criteria 1: Forfeiture on resignation or termination. Pro rata on other service cessation.

Criteria 2: Total Shareholder Return (TSR) of Lend Lease Corporation shares at or above median when compared to the TSR for 18 comparator organisations. Criteria 3: Dependent upon the executive remaining with Lend Lease until the vesting date.

23. Executives' and directors' disclosures (Continued)

(d) Equity holdings and transactions

GPT Unitholdings Year Ended 31 December 2004

	UNITS HELD	บผมร RECEIVED AS 1 JAN 2004 REMUNERATION	OTHER NET CHANGE TO UNITS	UNITS HELD 31 DEC 2004
Non-executive directors
Peter Joseph	50,000			50,000
Eric Goodwin (appointed 24 November 2004)	Nil			Nil
Malcolm Latham	13,195			13,195
Richard Longes (retired 24 November 2004) 10	15,702			N/A
Ken Moss	25,000			25,000
Brian Norris	4.097			4.097
Elizabeth Nosworthy	5,000			5,000
Specified executives
Nic Lyons	Nil			Nil
Michael O'Brien	Nil			Nil
Kieran Pryke	53			53
Donna Byrne	10,000		(10,000)	Nil
James Coyne	Nil			Nil
Michael Neilson (retired 30 June 2004) 16	Nil			N/A
	123.047		(10,000)	97.345

(1) Holding not disclosed as at 31 December 2004 due to retirement from the Board during the year.

.
Floss Taylor's holdings have not been disclosed due to his period of service on the Board falling during the 2004 year.

(e) Service agreements

Specified executive directors and executives

The major provisions of the service agreements held with the specified executive directors and executives are as follows:

• there are no fixed terms of agreement;
• standard notice periods apply;
• remuneration is reviewed annually. Refer to Note 23(a) for further details and conditions;
• executives are eligible for STIs. Refer to Note 23(a) for further details and conditions;
• executives are eligible for LTIs. Refer to Notes 23(a) and 23(c) for further details and conditions;
• unless otherwise stated termination payment includes base salary for remainder of notice period not served (up to 12 months), pro-rated STI entitlements and LTI entitlements per LTI rules.

Specified non-executive directors

Independent directors are endorsed by Unitholders upon appointment and every three years thereafter.

24. International Financial Reporting Standards

The Trust will prepare its audited financial statements for the half year ending 30 June 2005 and the year ending 31 December 2005 in compliance with Australian equivalents to International Financial Reporting Standards (IFRS). The financial statements for 2004 will be the last annual financial statements to be prepared according to Australian Generally Accepted Accounting Practices (AGAAP). The financial statements for the half year ending 30 June 2005 and the year ending 31 December 2005 will include comparative amounts that have been restated to comply with the Australian equivalents to IFRS. Most adjustments required on transition to IFRS will be made retrospectively against opening retained earnings on 1 January 2004.

GPT Management Limited, the Responsible Entity of the Trust, started a project to address IFRS conversion in early March 2003, under the management of its Chief Financial Officer. IFRS training of personnel has been initiated and will continue during 2005. The differences between AGAAP and IFRS identified to date as potentially having a significant effect on GPT's financial performance and financial position are summarised below.

24. International Financial Reporting Standards (Continued)

Investment properties Initial impact on retained earnings at 1 January 2004	Investment properties will continue to be measured at fair value however, movements in fair value will be recognised in the Statement of Financial Performance Instead of being recorded directly in equity.
Volatility in future earnings	Certain real estate investments currently classed as investment property, such as properties under construction, may not meet the IFRS definition of investment property. Therefore, a separate class of assets may be shown on the Statement of Financial Position.
Lease incentives Initial impact on retained earnings at 1 January 2004 May change the timing on the recognition of lease rental income	GPT will recognise the aggregate cost of incentives in the form of cash, rent free periods or lessee owned fitout as a reduction of rental income over the lease term on a straight line basis unless another systematic basis is representative of the time pattern over which the benefit of the leased asset is diminished.
Lease rental income Initial impact on retained earnings at 1 January 2004	GPT may be required to recognise rental income under leases which contain fixed increases (even if those fixed increases are a proxy for CPI) on a straight line basis unless another systematic basis is representative of the time pattern over which the benefit of the leased
May change the timing on the recognition of lease rental income	asset is diminished.
Units on issue Initial impact on balance sheet at 1 January 2004	Units on issue may be classed as debt under the new definition of financial liability. This arises because GPT has a fixed life of 80 years from the date of establishment under its Trust Deed even though that life can be extended.
Units may be reclassified as debt
Hedging Initial impact on retained earnings at 1 January 2005	GPT currently uses derivative contracts to economically hedge exposures to interest rates. Under current Australian Accounting Standards, all derivative contracts are accounted for as hedges.
Volatility in future earnings New assets and liabilities	Under IFRS, all derivative contracts, whether used for hedging purposes or not, will be required to be carried on the Statement of Financial Position at fair value.
recognised	For derivative contracts that do not qualify for hedge accounting GPT will be required to recognise any subsequent changes in fair value in the Statement of Financial Performance. In order to qualify for hedge accounting strict requirements over hedge designation, documentation and effectiveness must be satisfied. Derivative contracts that qualify for hedge accounting will be accounted for as cashflow or fair value hedges.
	Cashflow hedges are measured at fair value with changes in fair value recorded in equity, to the extent that the hedge is deemed effective, until the hedged transaction occurs. Any ineffective portion is recorded in the Statement of Financial Performance immediately.
	Fair value hedges are measured at fair value with changes in fair value recorded in the Statement of Financial Performance. Any offsetting changes in fair value of the designated hedged item are also recorded in the Statement of Financial Performance.
Accounting policies	Changes in accounting policies will be recognised by restating comparatives rather than making current year adjustments with note disclosure of prior year effects.

The differences described above should not be regarded as a complete list of changes in accounting policies that will result from the transition to IFRS. Regulatory bodies that promulgate AGAAP and IFRS have significant ongoing projects that could affect the differences between AGAAP and IFRS described above and the impact of these differences relative to the entity's financial reports in the future. For these reasons it is not yet possible to quantify the impact of the transition to IFRS on the Group's financial position and reported results.

24. International Financial Reporting Standards (Continued)

While the application of IFRS may introduce volatility into GPT's reported results this will not affect GPT's cash position or the distributions that it pays to Unitholders, in April 2004, Unitholders approved an amendment to the GPT Constitution which enables GPT to continue to distribute underlying earnings rather than its accounting income as determined under IFRS.

25. Matters subsequent to the end of the financial year

Takeover proposal from Stockland

On 8 November 2004, the Stockland Group announced an unsolicited takeover offer for GPT, the offer is subject to a number of conditions. As at 10 February 2005 Stockland had received acceptances of less than 0.9% of GPT units and has extended the time for acceptance of its offer to 4 March 2005.

26. Other information

Commencement date of the Trust

The Trust was constituted on 27 November 1970.

Life of the Trust

The Trust ends on the earlier of: the 80th anniversary of the date of its establishment; the date determined by GPT Management as the date on which the Trust is to be terminated; and the date on which the Trust is terminated under GPT Constitution or by law.

The principal activities of the Trust

GPT was established to provide a vehicle for investors to own a share in a diversified portfolio of Australian property. During the financial year the Trust principally invested in property investments.

Policies for investments and borrowings by the Trust

The Trust invests in investment grade property to achieve income combined with the opportunity for capital growth for investors over a period of years. Investments in land and buildings are purchased at independent valuation plus acquisition costs. Investments in refurbishments and upgrades are at cost.

Deposits made under development agreements are at normal commercial money market terms.

Under the terms of the Trust Constitution, the Trust may borrow money unsecured or secured by the investments of the Trust. Trust borrowings at 31 December 2004 totalled \$2,698.6 million which is approximately 29.7% (Dec 2003: 27.6%) of total assets. This is within GPT's current policy range of 20-30% of total assets.

Property jointly owned

Retail

Erina Fair is owned 50% by the Trust, through its interest in the property and its 50% interest in Erina Property Trust. The other 50% is owned by Lend Lease Real Estate Investments Limited (LLREI), on behalf of the Unitholders in the Australian Prime Property Fund Retail (APPFR).

Macarthur Square is owned 50% by the Trust. The remaining 50% of Macarthur Square is held by LLREI on behalf of the Unitholders in the APPFR.

The Trust and LLREI have an equal interest in Sunshine Plaza. LLREI holds the interest on behalf of the Unitholders in the APPFR.

Horton Parade and the Maroochydore Superstore Plaza are owned 50% by the Trust through its 50% interest in Horton Trust. The remaining 50% of Horton Trust is held by LLREI on behalf of the Unitholders in the APPFR.

Plaza Parade in Maroochydore is owned 50% by the Trust. The remaining 50% of Plaza Parade is held by LLREI on behalf of the Unitholders in the APPFR.

26. Other information (Continued)

Property jointly owned (Continued) Office

Australia Square is owned 50% by the Trust. The remaining 50% is owned by Paladín Australia Limited on behalf of the Unitholders in the Deutsche Office Trust.

The Trust has a 50% interest in Stages 1 and 2 and Cockle Bay Wharf of the Darling Park Complex. This interest comprises a 50% interest in the Darling Park Trust (through GEM Commercial Property Trust) which holds a 60% interest in the Complex and a 50% interest in Darling Park Property Trust (through GEM Commercial Property Trust) which holds a 40% interest in the Complex. An additional 50% interest in the Complex is held by funds comprising the remaining 50% interest in the Darling Park Trust owned by the Onyx Property Group, and the remaining 50% Interest in Darling Park Property Trust is owned by AMP Capital Investors Limited on behalf of the AMP Wholesale Office Fund.

The MLC Centre is owned 50% by the Trust. The remaining 50% is owned by Queensland Investment Corporation.

Citigroup Centre is owned 50% by the Trust. The remaining 50% is owned by Macquarie Office Management Limited on behalf of the Unitholders in the Macquarie Office Trust.

1 Farrer Place is owned 50% by the 1 Farrer Place Trust, of which GPT has a 50% interest and the other 50% being owned by LLREI on behalf of the Unitholders in the Australian Prime Property Fund Commercial (APPFC). The remaining 50% is owned by Deutsche Asset Management (Australia) Limited on behalf of the Unitholders of Deutsche Office Trust.

Industrial

The Austrak Business Park is owned 50% by GPT (through the GPT Industrial Trust) with the remaining 50% being owned by Austrak AFM Pty Ltd.

Mixed

The Brisbane Transit Centre is owned by the Roma Street Trust. Roma Street Trust and the B Class shares of Roma Street Operations Pty Limited are owned 50% by the Trust. The remaining 50% interest in Roma Street Trust is held by LLREI on behalf of the Unitholders of APPFC.

Hotel and Tourism

The Trust owns a 40% interest in the assets of 161 Sussex Street Pty Limited. The remaining 60% interest is held by Starwood Pacific Hotels Pty Limited.

Masterplanned Urban Communities

The Trust has a 49% interest in the Twin Waters Resort (through the GPT Residential (Twin Waters) Trust). The remaining interest is held by Lend Lease Development Pty Limited.

The Trust has a 49% interest in the residential and communities facilities components of the Rouse Hill Regional Centre project (through the GPT Residential (Rouse Hill) Trust). The remaining interest is held by Lend Lease Development Pty Limited.

Buy-back arrangement

As the Trust is listed buy-back arrangements are not required.

Bonus issues

No bonus issues were made during the year.

Directors' Declaration

The directors of the Responsible Entity declare that the financial statements and notes of the Trust and its controlled entities (the consolidated entity) set out on pages 67 to 100:

• (a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
• (b) give a true and fair view of the Trust and the consolidated entity's financial position as at 31 December 2004, and of their performance as represented by the results of their operations and their cash flows, for the financial year ended on that date.

In the directors' opinion:

• (a) the financial statements and notes are in accordance with the Corporations Act 2001, and
• (b) there are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

reph

Peter Joseph Director

GPT Management Limited

Sydney 10 February 2005

In Carman

Malcolm Latham Director

PRICEWATERHOUSE COPERS

Independent audit report to the unitholders of General Property Trust

Matters relating to the electronic presentation of the audited financial report

This audit report relates to the financial report of General Property Trust (the trust) for the financial year ended 31 December 2004 included on General Property Trust's website. The directors of GPT Management Limited (the responsible entity) are responsible for the integrity of the General Property Trust website. We have not been engaged to report on the integrity of this website. The audit report refers only to the financial report identified below. It does not provide an opinion on any other information which may have been two stinked to from the financial report. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited financial report presented on this website.

Audit opinion

In our opinion, the financial report of General Property Trust:

• gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of General Property Trust and the General Property Trust Group (defined below) as at 31 December 2004, and of their performance for the year ended on that date, and
• is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Regulations 2001.

This opinion must be read in conjunction with the rest of our audit report.

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for both General Property Trust (the trust) and the General Property Trust Group (the consolidated entity), for the year ended 31 December 2004. The consolidated entity comprises both the trust and the entities it controlled during that year.

The directors of GPT Management Limited (the responsible entity) are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit in order to express an opinion to the unitholders of the trust. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent kratations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected. For further explanation of an audit, visit our website http://www.pwc.com/au/financiaistatementaudit.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the trust's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

• examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
• assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

When this audit report is included in an Annual Report, our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

constitutions

Richard Deutsch Partner

Sydriey 10 February 2005

Liability is limited by the Accountant's Scheme under the Professional Standards Act 1994 (NSW)

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999

PricewaterhouseCooners ABN 52 780 433 757

GPT Split Trust Financial Report

		NOTE 31 DEC 2004 31 DEC 2003 \$'006	\$'000
Statement of Financial Performance
Year ended 31 December 2004
Revenue
Distributions from General Property Trust	3	4,621	4,717
Net Operating Income		4.621	4,717
Statement of Financial Position
As at 31 December 2004
Current Assets
Receivable - distribution from General Property Trust		1,167	1,194
		1,167	1,194
Non-current Assets
Investments - 20,832,742 units in General Property Trust (Dec 2003: 22,109,712)
with net asset backing at 31 December 2004 of \$3.02 (Dec 2003: \$2.73)	4	62,915	60,360
		62,915	60,360
Total Assets		64,082	61,554
Current Liabilities
Provision - distribution payable		1,167	1,194
		1,167	1,194
Net Assets		62,915	60,360
Equity
Contributed equity		62,915	60,360
Units on issue at book value being the value of the underlying investment		62,915	60,360
Statement of Cash Flows
Year ended 31 December 2004
Cash flows from operating activities
Distributions received from General Property Trust		4,648	4,699
Net cash inflow from operating activities		4.648	4,699
Cash flows from financing activities
Distributions paid		(4, 648)	(4,699)
Net cash outflow from financing activities		(4, 648)	(4,699)
Net increase in cash.
Cash at the beginning of the reporting period
Cash at the end of the reporting period

The above Statements of Financial Performance, Financial Position and Cash Flows should be read in conjunction with the accompanying notes.

1. Summary of accounting policies

This general purpose financial report for the year ended 31 December 2004 has been prepared in accordance with the Trust Constitution, Accounting Standard AASB 1029 Interim Financial Reporting, other mandatory professional reporting requirements (Urgent Issues Group Consensus Views), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 in Australia.

Investments in General Property Trust are valued in accordance with the underlying net assets of the Trust at the current balance date. The Financial Statements comply with applicable Accounting Standards.

2. Segment information

The revenue of the Trust is derived from investing in GPT units (primary segment). The investment is located within Australia (secondary segment).

3. Distribution to Unitholders

Income Units

Each Income Unit is entitled to the first 9.0 cents of the cash distribution of a fully paid unit in General Property Trust for each six monthly distribution period. In addition each Income Unit is also entitled to 25% of that amount of the General Property Trust distribution exceeding the amount of 9.0 cents referred to above.

Growth Units

Each Growth Unit is entitled to 75% of the cash distribution which exceeds the first 9.0 cents of the General Property Trust distribution for each six monthly distribution period.

		INCOME UNITS		GROWTH UNITS		TOTAL
	CENTS	\$'000	CENTS	\$'000	CENTS	\$'000
Year ended 31 December 2004
Paid 24 May 2004	4.725	1,001	0.675	144	5.400	1,145
Paid 23 August 2004	4.750	990	0.750	156	5.500	1,146
Six months to 30 June 2004	9.475	1.991	1.425	300	10.900	2,291
Paid 22 November 2004	4.750	1.005	0.750	158	5.500	1.163
Payable 25 February 2005	4.775	995	0.825	172	5.600	1,167
Six months to 31 December 2004	9.525	2,000	1.575	330	11.100	2,330
Year ended 31 December 2004	19.000	3,991	3.000	630	22.000	4,621
Year ended 31 December 2003
Paid 23 May 2003	4.675	1.049	0.525	117	5.200	1,166
Paid 25 August 2003	4.700	1.048	0.600	134.	5,300	1,182
Six months to 30 June 2003	9.375	2.097	1.125	251	10,500	2,348
Paid 21 November 2003	4.700	1.042	0.600	133.	5.300	1,175
Paid 23 February 2004	4.725	1.045	0.675	149.	5,400	1,194
Six months to 31 December 2003	9.425	2,087	1.275	282.	10.700	2,369
Year ended 31 December 2003	18.800	4.184	2.400	533.	21,200	4,717

31 DEC 2004 31 DEC 2003 $$'000$ $$'000$

62,915

4. Investments

Units in General Property Trust

During the year unitholders in GPT Split Trust redeemed 1,276,970 (Dec 2003: 503,463) GPT Growth Units and a corresponding number of GPT Income Units on the basis laid down in the Trust Constitution, whereby one GPT Growth Unit and one GPT Income Unit shall together entitle the unitholder to one unit in General Property Trust. Investments cannot be sold by the Trustee except upon the winding up of the Trust.

The market value of the investment held based upon the official quotation of the closing price as at 31 December 2004 was \$77,914,455.08 (Dec 2003: \$66,108,039).

60,360

	31 DEC 2004		31 DEC 2003
	INCOME UNITS '000	GROWTH UNITS '000	INCOME UNITS 1000	GROWTH UNITS 000'
5. Contributed equity
Units on issue at the beginning of the reporting period-	22.110	22.110	22,613	22,613
Units issued during the period
Units redeemed during the period-	(1.277)	(1.277)	(503)	(503)
Units on issue at the end of the reporting period	20,833	20,833	22,110	22,110

6. Auditors' remuneration

No amount for Auditors' remuneration has been charged against the GPT Split Trust since the cost totalling \$14,361 (Dec 2003: \$12,940) is payable by General Property Trust.

7. Transactions with Lend Lease Group

Responsible Entity

The Responsible Entity of the Trust is GPT Management Limited, a wholly owned subsidiary of Lend Lease Corporation Limited. No Responsible Entity fees have been charged against the Trust as this is borne by General Property Trust.

Units held

Lend Lease Group companies or trusts managed by Lend Lease Group companies held units in the Trust at 31 December 2004 as follows:

	31 DEC 2004 31 DEC 2003 NO. OF UNITS	NO. OF UNITS
GPT Management Limited
– Income Units	1.000	1,000
– Growth Units	1.000	1.000

8. International Financial Reporting Standards

GPT Split Trust

The Trust will prepare its audited financial statements for the half year ending 30 June 2005 and the year ending 31 December 2005 in compliance with Australian equivalents to International Financial Reporting Standards (IFRS). The financial statements for 2004 will be the last annual financial statements to be prepared according to Australian Generally Accepted Accounting Practices (AGAAP). The financial statements for the half year ending 30 June 2005 and the year ending 31 December 2005 will include comparative amounts that have been restated to comply with the Australian equivalents to IFRS. Most adjustments required on transition to IFRS will be made retrospectively against opening retained earnings on 1 January 2004.

GPT Management Limited, the Responsible Entity of the Trust, started a project to address IFRS conversion in early March 2003, under the management of its Chief Financial Officer. IFRS training of personnel has been initiated and will continue during 2005. The differences between AGAAP and IFRS identified to date as potentially having a significant effect on GPT's financial performance and financial position are summarised below.

Investment in GPT Units	This investment will be recorded as a financial asset under IFRS. Under IFRS these assets
Initial impact on retained	will be stated at fair value on the Statement of Financial Position and movements in fair
earnings at 1 January 2004	value will be recorded in either equity or the Statement of Financial Performance.
Units on issue	Units on issue may be classed as debt under the new definition of financial liability. This
Initial impact on balance sheet	arises because units on issue may give the Unitholder a right to redemption and therefore
at 1 January 2004 .	may be considered a liability rather than equity.

Units may be reclassified as debt

The key differences described above should not be regarded as a complete list of changes in accounting policies that will result from the transition to IFRS. Regulatory bodies that promulgate AGAAP and IFRS have significant ongoing projects that could affect the differences between AGAAP and IFRS described above and the impact of these differences relative to the entity's financial reports in the future. For these reasons it is not yet possible to quantify the impact of the transition to IFRS on the Group's financial position and reported results.

While the application of IFRS may introduce volatility into GPT Split's reported results this will not affect GPT Split's cash position or the distributions that it pays to Unitholders. As allowed under the Constitution, GPT Split will continue to distribute underlying distributions received from GPT rather than its accounting income as determined under IFRS.

9. Executives' and directors' disclosures

(a) Compensation policy

Directors and senior executives

All GPT Management Limited directors, executives and employees are paid by Lend Lease Corporation. GPT Management Limited receives a fee for managing GPT.

Lend Lease's Compensation and Benefits Policy is determined by the Lend Lease Board's Personnel and Organisation Committee (P&O Committee). The policy is to reward senior executives with market competitive compensation and benefits, taking into account the performance of the individual, GPT and Lend Lease, In assessing these benchmarks, Lend Lease takes account of expert advice and the relevant external comparators in the real estate and related sectors.

Lend Lease's approach to executive compensation is to provide a balance of fixed and performance based cash elements with an emphasis on increasing 'at risk' compensation for senior executives and executive directors. Outlined below are the elements and the philosophy behind them.

Compensation paid by Lend Lease is designed to be appropriate and competitive on such issues as incentives, pensions, superannuation and other benefits.

9. Executives' and directors' disclosures (Continued)

(a) Compensation policy (Continued)

Base salary

Salaries are set at competitive levels, targeted at median against comparable companies, with annual reviews to reflect market conditions and personal performance. For guidance, the P&O Committee and various business based executives use information available in published job matched surveys of similar companies. As appropriate, they also commission surveys to supplement the published information. To ensure proper process is followed for all senior executives, all proposed packages for direct reports of the Lend Lease Executive Management Team members require prior approval from the Lend Lease Chief Executive Officer (CEO).

The salaries of the executive directors and specified executives are set by the P&O Committee. These are determined in July of each year. The Committee is assisted in this review by the Lend Lease Corporation CEO and the Head of Human Resources.

Short term incentives (STIs)

Annual bonus payments are based upon actual achievement measured against challenging financial, corporate and individual performance targets approved by the P&O Committee. Although the performance criteria are different for each executive, the principles are similar and involve assessment of performance across three areas:

• Financial achievement of profitability, earnings, total shareholder return and other relevant financial targets;
• Personal achievement of personal objectives related to specific non-financial business targets; and
• Environment, Health and Safety a number of senior executives are also measured and rewarded according to the Group's performance on Environment, Health and Safety Key Performance Indicators and their personal commitment to them.

If the full target bonus is earned, annual cash compensation will normally reach the upper quartile of the relevant employment market.

Annual bonuses may be awarded in a number of ways:

• Cash
• Shares or awards issued under Lend Lease Employee Share Plans (ESP).

Long term incentives (LTIs)

The current Long Term Incentives were introduced and approved by the Board in 1999 and updated and extended in 2001, 2002, 2003 and 2004.

LTI grants are normally made in July each year and are based on competitive remuneration practice. Grants also depend upon personal contribution and potential, and are designed to retain and motivate high performing and key executives. The LTIs are in the form of an Australian dollar figure 'grant', which is notionally 'invested' over time to deliver value depending on:

• whether the executive remains with the Group if the executive resigns before vesting, the grant will lapse;
• whether performance hurdles are achieved over the plan period if the hurdles are not achieved, the grant will lapse; and
• the performance of the Lend Lease share price the value of the grant on maturity, assuming performance hurdles have been met, will be determined in part by the rise in the Lend Lease share price. Current plans have hurdles which require above median performance against a basket of Lend Lease's peer group companies (with 25% vesting at median performance rising to 100% at 75th percentile).

LTIs are a cash program with payments made upon maturity if performance hurdles are met.

9. Executives' and directors' disclosures (Continued)

(a) Compensation policy (Continued)

Long term incentives (LTIs) (Continued)

Under the 2001 and 2002 LTIs, a senior executive's initial dollar 'grant' is normally allocated equally, or otherwise at the discretion of the senior executive or Board, between:

• Performance Shares (PSs) the value of these will rise or fall with the value of Lend Lease shares; and
• Share Appreciation Rights (SARs) these are payable only if the price of Lend Lease shares at the date of maturity is higher than at the date of grant. The senior executive will receive nothing in respect of these rights if the share price is lower than the price at the date of the grant.

For the purposes of the allocation, PSs are attributed a value equivalent to the Lend Lease share price at or about the date of the allocation, while SARs are valued at approximately one third of PSs, which reflects their greater risk profile.

Under the 2003 and 2004 LTI, the initial grant was made solely in PSs.

Betention Awards

When the Board believes that an employee is an outstanding performer and that Lend Lease Corporation and its shareholders will gain from incentivising him or her to remain with Lend Lease, a retention award may be made.

Superannuation/Pension Plans

Pension plan arrangements are in place. In the past, senior executives (and other employees) joined either a defined benefit or a defined contribution plan. Entry into all defined benefit plans has now ceased across the Group. All new executive directors and senior executives have the opportunity to join defined contribution plans.

Non-executive directors

Compensation policy

Directors' fees have been set at \$60,000 per annum for each director covering all GPT Management board duties. The Chairman's fees are two times the standard fees paid to a director and the Chairman of the Audit and Risk Management Committee receives an additional \$20,000 per annum. Other members of the Audit and Risk Management Committee receive \$15,000 per annum. These Directors' fees are only payable to non-executive directors other than Eric Goodwin, who receives remuneration from Lend Lease on a per diem basis under a separate consultancy agreement.

All directors' fees are paid by GPT Management and not by GPT.

Peter Joseph, Malcolm Latham, Ken Moss and Elizabeth Nosworthy received additional amounts for the period from 24 May 2004 to 17 November 2004 of \$180,000, \$72,000, \$60,000 and \$60,000 respectively for considerable additional work undertaken in relation to the Lend Lease Corporation/GPT merger proposal. For the period from 6 August 2004, supplementary per diem fees of \$2,000 have been paid to Mr Latham, Mr Moss and Ms Nosworthy, and \$6,000 has been paid to Mr Joseph, for preparation for and attendance at each substantive meeting. Additional overseas travel time is paid at \$2,000 per day.

Brian Norris is a non-executive director of Lend Lease Real Estate Investments Limited and receives remuneration from Lend Lease in that capacity. Mr Norris is also entitled to a retirement benefit (2004: \$208,967) from GPT Management equal to the total of the director's fees paid to him during the three year period prior to his retirement. No other directors are entitled to retirement benefits.

9. Executives' and directors' disclosures (Continued)

(b) Remuneration details

Details of the remuneration of the directors of GPT Management Limited and specified executives of GPT for the year ended 31 December 2004 are set out in the following tables:

		PRIMARY			POST EMPLOYMENT		EQUITY OTHER BENEFITS		TOTAL
	SALARY AND FEES Ŝ	SHORT TERM INCENTIVE BONUS® \$	LONG TERM INCENTIVE BONUS \$	NON- \$	MONETARY ANNUATION \$	SUPER- RETIREMENT \$	\$	BENEFITS ESP/OTHER TERMINATION PRESCRIBED \$	\$	DEC 2004 \$
Specified directors
Executive directors Non-continuing Ross Taylor (appointed 28 April 2004, retired
24 November 2004) 14	426,100	450,917	259,501	3,733	39,650	ш.	18,941			1,198,842
	426,100	450,917	259,501	3,733	39,650	u.	18,941	÷.		1,198,842
Non-executive directors 21
Continuing
Peter Joseph
- Chairman	258,750									258,750
Eric Goodwin (appointed
24 November 2004)	4,000									4.000
Malcolm Latham	132,000									132,000
Ken Moss	140,000									140,000
Brian Norris	80,000									80,000
Elizabeth Nosworthy	135,000									135,000
	749,750	÷.	ш,	i.	ă.	u.	÷,	÷,	÷.	749,750
Non-continuing Richard Longes - Chairman (retired
24 November 2004)	110,000									110,000
	110,000		$\overline{\phantom{a}}$	÷	i.	ш.	i.	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	110,000
Total specified
directors	1,285,850	450,917	259,501	3,733	39,650		18,941		$\overline{\phantom{a}}$	2.058.592

(1) Employed by Lend Lease Management Services Limited. Disclosure refers to the period of time served as a director on the GPT Board. Bonuses and other
payments have been pro-rated over this time unless earned directly wi

(2) Salary and fees for non-executive directors includes fees for attending, chairing and travelling to Board and Board Committee meetings.
(3) All Short Term Incentive bonuses have been paid in cash and based upon the per

9. Executives' and directors' disclosures (Continued)

(b) Remuneration details (Continued)

		PRIMARY			POST EMPLOYMENT	EQUITY	OTHER BENEFITS			TOTAL
	SALARY AND FEES 5	SHORT TERM INCENTIVE BONUS® s	LONG TESM NCENTIVE BONUS \$	NON- MONETARY 5	SUPER- ANNUATION s	ESP/OTHER \$	TERMINATION PRESCRIBED s	\$	OTHER 5	DEC 2004 \$.
Specified executives
Continuing
Nic Lyons - CEO Michael O'Brien	455,632	377,025	212,034	6,400	38,992	12,807			$\overline{\phantom{a}}$	1,102,890
- Fund Manager	339,835	169,137	54,366	12,233	29,730	13,931			سد	619,232
Kieran Pryke - CFO Donna Byrne - Investor Relations and Marketing	259,253	91,599	25,497	6,400	22,441	10,405				415,595
Manager James Coyne - Geseral Counsel and Secretary (appointed	182,379	66,502	14,255	سد	15,555	7,295				285,986
1 July 2004)	108,970	28,806		75	8,233	4,362	Ł		÷	150,446
	1,346,069	733,069	306,152	25,108	114,951	48,800	÷.	$\overline{\phantom{a}}$	ш.	2,574,149
Non-continuing Michael Neilson - Geseral Counsel and Secretary
(retired 30 June 2004) 122,187		49,047	سد	9,186	10,452	5,255	18,574			214,701
	122,187	49,047	i.	9,186	10,452	5,255	18,574		aas.	214,701
Total specified
executives	1,468,256	782,116	306,152	34,294	125,403	54,055	18,574		$\overline{\phantom{a}}$	2,788,850

(1) All Short Term Incentive bonuses have been paid in cash and based upon the performance criteria as outlined in Note 9(a). Bonuses relate to the full year
ended 30 June 2004, as the six months to 31 December 2004 is not

(c) Long Term Incentives

Performance Shares (PS), Retention Shares and Stock Appreciation Rights (SAR) Year ended 31 December 2004

7567 VIBBY 21 BODBIRD LOOT
	CRITERIA	SERVICE PERFORMANCE CRITERIA	INCENTIVE GRANTED®		EXPIRY OR GRANT DATE EXERCISE DATE	EXERCISE PRICE 12	NUMBER	AWARD VALUE GRANTED AT GRANT DATE
Specified executives
Nic Lyons	Criteria 1	Criteria 2	₽S	July 2003	June 2006	N/A	23.816	203,520
	Criteria 1	Criteria 2	₽S	July 2004	June 2007	N/A	41.477	428.395
Michael O'Brien	Criteria 1	Criteria 2	₽S	July 2003	June 2006	N/A	7.723	65.997
Kieran Pryke	Criteria 1	Criteria 3	LLC.	July 2002	June 2005	N/A	3.987	41.864
	Criteria 1	Criteria 3	SAR	July 2002	June 2005	10.50	13,955	41.864
Donna Byrne	Criteria 1	Criteria 3	ЩC	July 2002	June 2005	N/A	2,229	23,405
	Criteria 1	Criteria 3	SAR	July 2002	June 2005	10.50	7.802	23.405
James Coyne	Nil	Nil	Νiί	Ni	Nil	Nil	Nil	Nil

(1) Performance Shares (PS), Retention Shares (LLC) or Stock Appreciation Rights (SAR).

(2) Performance and Retention Shares do not have an exercise price, as they are paid out at the share price at exercise date.

Ross Taylor is not included due to retring from the Board 24 November 2004.
Criteria 1: Forfeiture on resignation or termination. Pro rata on other service cessation.

Criteria 2: Total Shareholder Return (TSR) of Lend Lease Corporation Shares at or above median when compared to the TSR for 18 comparator organisations. Criteria 3: Dependent upon the executive remaining with Lend Lease until the vesting date.

9. Executives' and directors' disclosures (Continued)

(d) Equity holdings and transactions

GPT Unitholdings year ended 31 December 2004

	UNITS HELD 1 JAN 2004	UNITS RECEIVED AS REMUNERATION	OTHER NET CHANGE TO UNITS	UNITS HELD 31 DEC 2004
Non-executive directors
Peter Joseph	50,000			50,000
Eric Goodwin (appointed 24 November 2004)	Nii			Nil
Malcolm Latham	13,195			13,195
Richard Longes (retired 24 November 2004) 33	15.702			N/A
Ken Moss	25,000			25,000
Brian Norris	4,097			4,097
Elizabeth Nosworthy	5,000			5,000
Specified executives
Nic Lyons	Nil			Nil
Michael O'Brien	Nii			Nil
Kieran Pryke	53			53
Donna Byrne	10,000		(10,000)	Nil
James Coyne	Nil			Nil
Michael Neilson (retired 30 June 2004) 35	Nii			N/A
	123,047		(10,000)	97,345

(1) Holding not disclosed as at 31 December 2004 due to retirement from the Board during the year.

Floss Taylor's holdings have not been disclosed due to his period of service on the Board falling during the 2004 year.

(e) Service agreements

Specified executive directors and executives

The major provisions of the service agreements held with the specified executive directors and executives are as follows:

• there are no fixed terms of agreement;
• standard notice periods apply; $\equiv$
• remuneration is reviewed annually. Refer to Note 9(a) for further details and conditions; $\overline{\phantom{a}}$
• executives are eligible for STIs. Refer to Note 9(a) for further details and conditions;
• executives are eligible for LTIs. Refer to Notes 9(a) and 9(c) for further details and conditions;
• unless otherwise stated termination payment includes base salary for remainder of notice period not served (up to 12 months), pro-rated STI entitlements and LTI entitlements per LTI rules.

Specified non-executive directors

Independent directors are endorsed by Unitholders upon appointment and every three years thereafter.

Directors' Declaration

The directors of the Responsible Entity declare that the financial statements and notes of the Trust set out on pages 104 to 112:

• (a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
• (b) give a true and fair view of the Trust's financial position as at 31 December 2004, and of its performance as represented by the results of its operations and its cash flows, for the financial year ended on that date.

In the directors' opinion:

• (a) the financial statements and notes are in accordance with the Corporations Act 2001, and
• (b) there are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

breph

Peter Joseph Director GPT Management Limited Sydney 10 February 2005

In Carman

Malcolm Latham Director

RICEWATERHOUSE COPERS

Independent audit report to the unitholders of GPT Split Trust

Matters relating to the electronic presentation of the audited financial report

This audit report relates to the financial report of GPT Split Trust (the trust) for the financial year ended 31 December 2004 included on GPT Split Trust's website. The directors of GPT Management Limited (the responsible entity) are responsible for the integrity of the GPT Split Trust website. We have not been engaged to report on the integrity of this website. The audit report refers only to the financial report identified below. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial report. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the audited financial report to confirm the information included in the audited tinancial report presented on this website.

Audit opinion

In our opinion, the financial report of GPT Split Trust:

• gives a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of GPT Split Trust as at 31 December 2004. and of its performance for the year ended on that date, and
• is presented in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, and the Corporations Regulations 2001.

This opinion must be read in conjunction with the rest of our audit report.

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for GPT Split Trust (the trust) for the year ended 31 December 2004.

The directors of GPT Management Limited (the responsible entity) are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect traud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit in order to express an opinion to the unitholders of the trust. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent kratations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit caranot quarantee that all material misstatements have been detected. For further explanation of an audit, visit our website http://www.pwc.com/au/financiaistatementaudit.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the trust's tinancial position, and of its performance as represented by the results of its operations and cash tlows.

We formed our audit opinion on the basis of these procedures, which included:

• examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
• assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

When this audit report is included in an Annual Report, our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

otherhadows

PricewaterhouseCoopers

Richard Deutsch Partner

Sydney 10 February 2005

Liability is limited by the Accountant's Scheme under the Professional Standards Act 1994 (NSW)

PricewaterhouseCoopers ABN 52 780 433 757

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999

GPT Issue of Units

The following table lists all issues of GPT units since 1995. A complete list of all units issued since GPT's inception in 1971 can be obtained from the Trust's website (at www.gpt.com.au) or by calling the Unitholder Service Centre on Freecall 1800 025 095.

DATE	RATIO	NUMBER OF UNITS	PRICE \$	AMOUNT \$
31 December 1994		621,498,332		1,233,686,671
Various 1995	Distribution Reinvestment Plan	27,427,055	Various	59.647,433
Various 1996	Manager's Fee Units	4,639.130	Various	10,554,675
05.07.95	Exercise of Options (1996)	2,422,018	2.03	4,922,200
03.10.95	Exercise of Options (1996)	58,104,904	1.84	107,061,800
19.01.96	Exercise of Options (1996)	2,614.035	1.89	4,930,800
19.04.96	Exercise of Options (1996)	627,294	1.93	1,209,400
27.06.96	Exercise of Options (1996-1998)	83,693,011	1.84	166,022,274
12.07.96	Exercise of Options (1996)	678.834	1.77	1,203,900
15.08.96	GEM Acquisition	312,978,299	2.25	704,201,173
03.09.96	GEM Acquisition	30,636,989	2.24	68,626,855
Various 1996	Manager's Fee Units	3,993,662	Various	9,271,399
01.07.97	Exercise of Options (1996-1998)	76,521,770	2.01	166,053,931
27.11.97	Private Placement	60,000,000	2.50	148,875,000
03.12.97	Ayers Rock Purchase	2,850,196	2.55	7,268,000
Various 1997	Manager's Fee Units	3,151,747	Various	7,847,684
Various 1998	Distribution Reinvestment Plan	38,874,312	Various	107,426,512
Various 1998	Manager's Fee Units	1,763,679	Various	4,913,184
06.07.98	Exercise of Options (1996-1998)	63,808,671	2.41	166,231,132
Various 1999	Distribution Reinvestment Plan	52,208,394	Various	138,119,897
28.04.99	Manager's Fee Units	373,816	2.78	1,039,208
21.05.99	Private Placement	88,709,678	2.48	218,762,401
Various 2000	Distribution Reinvestment Plan	61,230,010	Various	154,088,103
15.06.00	Darling Park Purchase	80,071,710	2.51	200,979,992
30.08.00	Private Placement	76,045,627	2.63	197,500,000
Various 2001	Distribution Reinvestment Plan	66,871,458	Various	175,265,269
02.01.01	Darling Park Purchase	27,600,000	2.38	65,688,000
27.03.01	Darling Park Purchase	17,660,000	2.72	47,998,114
01.01.02	Darling Park Purchase	6,100,000	2.38	14,518,000
Various 2002	Distribution Reinvestment Plan	76,561,979	Various	206,757,361
02.04.04	Private Placement	67,000,000	3.03	197,685,079
TOTAL		2,016,716,610		4,598,355,447

GPT Split Trust Unit Cancellations

GPT Split Trust operates a facility where Unitholders can cancel an equal number of Income Units and Growth Units which are held in the same name and, in return, the Responsible Entity will transfer to the Unitholder an equal number of GPT Ordinary Units.

During the year ended 31 December 2004, 1,276,970 Income Units and 1,276,970 Growth Units were cancelled.

Distribution to GPT Unitholders

The starting period for the table below includes payments made for the 2004 calendar year. Details of all payments made after 19 September 1985 are available from GPT's website (at www.gpt.com.au) or from the Unitholder Service Centre on Freecall 1800 025 095.

3 MONTHS ENDED	DATE PAID	DISTRIBUTION	DIVIDEND	TAX DEFERRED
		(CENTS PER UNIT)	(CENTS PER UNIT)	DEPIN & OTHER ICENTS PER UNIT)
31 Mar 04	24 May 04	-5.400	0.000	2.570
30 Jun 04	23 Aug 04	-5.500	0.000	2.322
30 Sep 04	22 Nov 04	-5.500	0.000	2.266
31 Dec 04	26 Feb 05	-5.600	0.000 1	2.723

The 'Tax Deferred' component, comprising the Depreciation Allowance and distribution of pre-20 September 1985 realised and unrealised capital gain is non-assessable for income tax. However, in determining the capital gain for CGT purposes, it will reduce the cost base or indexed cost base of units acquired after 19 September 1985. In determining a capital loss, the 'Tax Deferred' component will reduce the cost base of units acquired after 19 September 1985.

Distribution to GPT Split Trust Income Unitholders

The starting period for the table below includes payments made for the 2004 calendar year. Details of all payments made after 19 September 1985 are available from GPT's website (at www.gpt.com.au) or from the Unitholder Service Centre on Freecall 1800 025 095.

3 MONTHS ENDED	DATE PAID	DISTRIBUTION	DIVIDEND	TAX DEFERRED
		(CENTS PER UNIT)	ICENTS PER UNIT)	DEP'N & OTHER (CENTS PER UNIT)
31 Mar 04	24 May 04	4.726	0.000	2.249
30 Jun 04	23 Aug 04	4.750	0.000	2.006
30 Sep 04	22 Nov 04	4.750	0.000	1.967
31 Dec 04	25 Feb 05	4.775	0.000

* The tax components of the Split Trust distribution will be included in the annual taxation advice which will be distributed to Unitholders in May 2005.

The 'Tax Deferred' component, comprising the Depreciation Allowance and distribution of pre-20 September 1985 realised and unrealised capital gain is non-assessable for income tax. However, in determining the capital gain for CGT purposes, it will reduce the cost base or indexed cost base of units acquired after 19 September 1985. In determining a capital loss, the 'Tax Deferred' component will reduce the cost base of units acquired after 19 September 1985.

Supplementary Information

Distribution to GPT Split Trust Growth Unitholders

The starting period for the table below includes payments made for the 2004 calendar year. Details of all payments made after 19 September 1985 are available from GPT's website (at www.gpt.com.au) or from the Unitholder Service Centre on Freecall 1800 025 095.

3 MONTHS ENDED	DATE PAID	DISTRIBUTION	DIVIDEND	TAX DEFERRED
		(CENTS PER UNIT)	(CENTS PER UNIT)	DEPIN & OTHER (CENTS PER UNIT)
31 Mar 04	24 May 04	0.675	0.000	0.321
30 Jun 04	23 Aug 04	0.750	0.000	0.317
30 Sep 04	22 Nov 04	0.750	0.000	0.309
31 Dec 04	25 Feb 05	0.825	0.000

The tax components of the Split Trust distribution will be included in the annual taxation advice which will be distributed to Unitholders in May 2005.

The 'Tax Deferred' component, comprising the Depreciation Allowance and distribution of pre-20 September 1985 realised and unrealised capital gain is non-assessable for income tax. However, in determining the capital gain for CGT purposes, it will reduce the cost base or indexed cost base of units acquired after 19 September 1985. In determining a capital loss, the 'Tax Deferred' component will reduce the cost base of units acquired after 19 September 1985.

Spread of Unitholders as at 18 February 2005

HOLDING	GPT NO. OF UNITHOLDERS	GPT SPLIT INCOME NO. OF UNITHOLDERS	GPT SPLIT GROWTH NO. OF UNITHOLDERS
1-1,000	5.866	475	297
1.001-5.000	24.635	1.002	631
5.001-10.000	11.065	567	235
10.001-100.000	7.010	428	223
100,001 and over	211	10	32
Total number of Unitholders	48,787	2.482	1,418

969 GPT Unitholders (representing 46,364 GPT Units) held less than a marketable parcel.

194 GPT Split Trust Income Unitholders (representing 11,664 Income Units) held less than a marketable parcel.

151 GPT Splft Trust Growth Unitholders (representing 15,220 Growth Units) held less than a marketable parcel.

Substantial holders in General Property Trust as at 18 February 2005

UNITHOLDER	NUMBER OF UNITS
Westfield Management	131.755.640
Commonwealth Bank	119,524.607
Barclays Bank	108,821.496

Substantial holders in GPT Split Trust Income Units as at 18 February 2005

UNITHOLDER	NUMBER OF UNITS
Balanced Equity Management	.238.413

Substantial holders in GPT Split Trust Growth Units as at 18 February 2005

UNITHOLDER	NUMBER OF UNITS
Balanced Equity Management	2.273.508

Supplementary Information

20 largest GPT Unitholders as at 18 February 2005

UNITHOLDER	NUMBER OF UNITS	PERCENTAGE OF TOTAL ISSUED UNITS
Westpac Custodian Nominees Limited	317,364.029	15.74%
2. J.P. Morgan Nominees Australia Limited	265,817,647	13.18%
National Nominees Limited З.	210,581.911	10.44%
ANZ Nominees Limited 4.	134,512,560	6.67%
5. Baincor Nominees Pty Limited	122,463,324	6.07%
Citicorp Nominees Pty Limited 6.	85,886,276	4.26%
Citicorp Nominees Pty Limited	71,057,927	3.52%
Cogent Nominees Pty Limited 8.	56,794,184	2.82%
AMP Life Limited 9.	35,434.452	1.76%
10. Cogent Nominees Pty Limited	34,196,533	1.70%
11. Lend Lease Corporation Limited	27,661,144	1.37%
12. HSBC Castody Nominees (Australia) Limited	25,694.408	1.27%
13. Queensland Investment Corporation	25,216.874	1.25%
14. Westpac Financial Services Limited	20,297.327	1.01%
15. Victorian Workcover Authority	20,236.328	1.00%
16. GPT Management Limited	19,643.652	0.97%
17. Bond Street Custodians Limited	17,687,337	0.88%
18. Bond Street Custodians Limited	16,441.345	0.82%
19. Transport Accident Commission	16,043,060	0.80%
20. RBC Global Services Australia Nominees Pty Limited	10,672,035	0.53%
Totai	1,533,702,353	76.05%
Total Units on Issue	2,016,716,610	100.00%

20 largest GPT Split Trust Income Unitholders as at 18 February 2005

UNITHOLDER	NUMBER OF UNITS	PERCENTAGE OF TOTAL ISSUED UNITS
1. Argo Investments Limited	798,600	4.07%
2. J.P. Morgan Nominees Australia Limited	665,363	3.39%
National Nominees Limited 3.	511.757	2.61%
Westpac Custodian Nominees Limited 4.	330,488	1.68%
Permanent Trustee Company Ltd 5.	207,880	1.06%
Bower Pty Ltd 6.	174.920	0.89%
CSFB Fourth Nominees Pty Ltd	147.956	0.75%
Ms Jane Felicity Adare 8.	132,000	0.67%
Mrs Ancharee Ruber 9.	111,300	0.57%
10. RBC Global Services Australia Nominees Pty Limited	105.622	0.54%
11. Mr Garry Bertram Richardson	96,210	0.49%
12. Peter Hanne & Associates Pty Limited	90,000	0.46%
13. Lady Joyce Clarice Wilson.	83.280	0.42%
14. Cafeed Pty Limited	81,000	0.41%
15. Hooper Investments Pty Ltd	80,000	0.41%
16. Gardiner & Richardson Pty Ltd	75,000	0.38%
17. Mrs Beverley Elsa Richardson	75,000	0.38%
18. Richard John Greenfield	62,400	0.32%
19. Asia Union Investments Pty Limited	60.000	0.31%
20. L A Marriott Pty Ltd	60.000	0.31%
Total	3,948,776	20.10%
Total Units on Issue	19,643,652	100.00%

Supplementary Information

20 largest GPT Split Trust Growth Unitholders as at 18 February 2005

UNITHOLDER	NUMBER OF UNITS	PERCENTAGE OF TOTAL ISSUED UNITS
National Nominees Limited	1,053,736	5.36%
Citicorp Nominees Pty Limited 2.	1,049,888	5.34%
Mr Andrew Roy Newbery Sisson 3.	792.000	4.03%
J.P. Morgan Nominees Australia Limited 4.	733,447	3.73%
Westpac Custodian Nominees Limited 5.	712,814	3.63%
UBS Nominees Pty Ltd 6.	525,000	2.67%
Mr Roger lan Heather 7.	508,250	2.59%
Mr Richard Noel Lilly 8.	505,163	2.57%
Mr Michael Plows and Mrs Yvonne Plows 9.	450,000	2.29%
10. Mrs Jill Deiphine Jones	268,000	1.36%
11. Greig & Harrison Pty Ltd	265,000	1.35%
12. Kaos Investments Pty Limited	260,000	1.32%
13. Mr Bruce Gordon McBryde	248.674	1.27%
14. Mrs Jean Emma Kirk	245,000	1.25%
15. Trafalgar Custodians Pty Ltd	219,000	1.11%
16. CSFB Fourth Nominees Pty Ltd	212,220	1.08%
17. Mr Randall Henri Olgers	200,000	1.02%
18. Trafalgar Custodians Pty Ltd	192.782	0.98%
19. Mr David Lloyd Seaton	190,000	0.97%
20. Somoke Pty Limited	190,000	0.97%
Total	8,820,974	44.90%
Total Units on Issue	19,643,652	100.00%

Voting

Unitholders in General Property Trust are entitled to one vote for each dollar of the value of the total units they have in General Property Trust.

At meetings of Unitholders of General Property Trust the Responsible Entity for GPT Split Trust is entitled to vote in respect of the units held on behalf of GPT Split Trust.

Unitholders in GPT Split Trust are entitled to one vote for each dollar of the value of the total units they have in GPT Split Trust.

Directory

General Property Trust

ARSN 090 110 357 ABN 58 071 755 609

GPT Split Trust ARSN 090 110 213 ABN 85 511 466 045

Responsible Entity GPT Management Limited ABN 94 000 335 473

Directors of the Responsible Entity

Peter Joseph OAM (Chairman) Eric Goodwin Malcolm Latham AM Ken Moss Brian Norris Elizabeth Nosworthy AO

Secretary

James Coyne

Audit and Risk Management Committee

Ken Moss (Chairman) Peter Joseph OAM Elizabeth Nosworthy AO

Nomination and Remuneration Committee

Peter Joseph OAM (Chairman) Malcolm Latham AM James Coyne (Secretary)

Registered Office

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

Principal Registry

ASX Perpetual Registrars Limited Level 8, HSBC Centre 580 George Street Sydney NSW 2000

Mail to:

GPT Unit Registrar Locked Bag A14 Sydney South NSW 1235

Solicitors to the Responsible Entity Freehills

Level 38, MLC Centre 19-29 Martin Place Sydney NSW 2000

Auditors of the Trust

PricewaterhouseCoopers 201 Sussex Street Sydney NSW 2000

Stock Exchange Quotation

GPT and GPT Split Trust are listed on Australian Stock Exchange under the following ASX Listing Codes: GPT Ordinary Units: GPT GPT Split Trust Income Units: GSTIN GPT Split Trust Growth Units: GSTCP

For further information, contact our Unitholder Service Centre or visit our website at: www.gpt.com.au

• To arrange changes of address, changes in registration of units, please call our Unitholder Service Centre on 1800 025 095.
• Please quote your Securityholder Reference Number (SRN)/Holder Identification Number (HIN) in all correspondence. The SRN/HIN is found at the top right hand corner of your holding statement.
• All Unitholders must sign any written enquiries or amendments to Unitholdings.
• Written notification is required for changes of name or address, email is not accepted.

www.gpt.com.au