GPT GROUP — AGM Information 2007

Mar 27, 2007

NOTICE OF MEETING AND EXPLANATORY MEMORANDUM

NOTICE OF MEETING

Annual General Meeting of the Shareholders of GPT Management Holdings Limited and Meeting of the Unitholders of General Property Trust

Notice is given that a meeting of Shareholders of GPT Management Holdings Limited (ACN 113 510 188) (the Company) will be held in conjunction with a meeting of Unitholders of General Property Trust (ARSN 090 110 357) Ithe Trustl at:

Time: 2.00pm

Date: Wednesday 9 May 2007

Place: Grand Ballroom, Westin Hotel, No.1 Martin Place, Sydney, New South Wales

The Responsible Entity of the Trust is GPT RE Limited (ACN 107 426 504, AFSL 286511).

BUSINESS OF MEETING

Ordinary Business

Item 1	Directors' Report and Financial Statements
	To receive the Directors' Report and Financial Statements for the year ended 31 December 2006 together with the Auditor's Report.
Item 2	Resolutions
Resolution 1	Re-election of Ms Anne McDonald as a Director
	To consider and, if thought fit, pass the following ordinary resolution of the Company:
	"THAT Ms Anne McDonald, retiring from office, be re-elected a Director of the Company."
Resolution 2	Re-election of Mr Ian Martin as a Director
	To consider and, if thought fit, pass the following ordinary resolution of the Company.
	"THAT Mr Ian Martin, retiring from office, be re-elected a Director of the Company."
Resolution 3	Remuneration Report
	To consider and, if thought fit, pass the following ordinary resolution of the Company:
	"THAT the Remuneration Report for the year ended 31 December 2006 be adopted."

Other Business

Resolution 4 Approval of acquisition of GPT Securities by Mr Nic Lyons

To consider and, if thought fit, pass the following resolution as separate ordinary resolutions of each of the Company and the Trust:

"THAT approval is given for the making of a loan to Mr Nic Lyons for the acquisition of GPT Securities by Mr Lyons under the GPT Employee Long Term Incentive Scheme for all purposes under the Corporations Act."

Resolution 5 Directors' Remuneration

To consider and, if thought fit, pass the following ordinary resolution of the Company:

"THAT effective from the close of the Meeting, the total amount that may be paid in aggregate and in any one year by the Company to the Non-executive Directors as remuneration for services be increased by \$50,000 from \$1,450,000 to \$1,500,000."

Voting Exclusion

1. The Company will disregard any votes cast on resolution 5 by a Director of the Company or any associate of those persons.

However, the Company need not disregard a vote if it is cast by:

• a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form, or
• the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
• 1. The Company and the Responsible Entity will disregard any votes cast on resolution 4 by Mr Nic Lyons or an associate of Mr Nic Lyons.

However the Company and the Responsible Entity need not disregard a vote if it is cast by Mr Nic Lyons as proxy for a person who is entitled to vote in accordance with the directions on the proxy form.

1. The Responsible Entity and its associates are not entitled to vote their interest on a resolution if they have an interest in the resolution or matter other than as a member.

James Coyne Company Secretary

27 March 2007

NOTES

Voting Entitlement

The Directors have determined that for the purposes of the Meeting, the GPT Securities are held by the holders of GPT Securities appearing in the Security register at 7pm [Sydney time] on Monday, 7 May 2007.

Constitutions

If you have any questions or would like a copy of the Company or Trust Constitutions, please contact the GPT Securityholder Service Centre information line on 1800 025 095 (if in Australia) or +61 02 8280 7176 (if outside Australia), between 8.30am and 5.30pm (Sydney time] Monday to Friday.

How do you Exercise your Right to Vote?

The vote on each resolution will be decided on a show of hands or a poll as determined by the directors subject to any requirements of the Corporations Act and the Constitutions of the Company and the Trust.

In a resolution of the Company or Trust determined by a show of hands, each Securityholder present in person or by proxy has one vote.

In a resolution of the Company determined by poll, each Securityholder present in person or by proxy has one vote for each share held.

In a resolution of the Trust determined by poll, each Securityholder present in person or by proxy has one vote for every dollar of the total interest they have. The value of a Securityholder's total interest in GPT will be calculated by reference to the last sale price of GPT Securities on Australian Stock Exchange on 7 May 2007.

Jointly Held GPT Securities

If your GPT Securities are jointly held, only one of the joint holders is entitled to vote. If more than one Securityholder votes in respect of jointly held GPT Securities, only the vote of the Securityholder whose name appears first in the register will be counted. You need not exercise all of your votes in the same way, nor need you cast all of your votes.

Individuals

If you plan to attend the Meeting, we ask that you arrive 30 minutes prior to the time designated for the Meeting so that we may check the value of your GPT Securities against the register of Securityholders and note your attendance.

For catering purposes, if you propose to attend the Meeting, please telephone the GPT information line on 1800 025 095 (if in Australia or +61 2 8280 7176 (if outside Australia) prior to 1 May 2007.

Corporations

In order to vote at the Meeting [other than by proxy], a corporation that is a Securityholder must appoint a person to act as its representative. The appointment must comply with sections 250D (for the meeting of the Company) and 253B (for the meeting of the Trust) of the Corporations Act. The representative must bring to the Meeting evidence of his or her appointment, including any authority under which it was signed.

Voting by Proxy

If you cannot or do not wish to attend the Meeting, you may appoint a proxy to attend and vote for you. The proxy does not need to be a Securityholder. If you appoint two or more proxies, you must specify the proportion or number of votes that each proxy is entitled to exercise. If you do not, each will be entitled to vote half your votes.

Proxies should be completed and returned by no later than 2pm [Sydney time] on Monday, 7 May 2007. As a practical matter, if you are posting your proxy form, the proxy would need to be received by first mail on Monday 7 May 2007.

To ensure that all Securityholders can exercise their right to vote on the resolutions, a Proxy Form is enclosed together with a reply paid envelope. You can lodge the proxy by sending it in the reply paid envelope or otherwise posting, delivering or faxing it to:

Línk Market Servíces Limíted Level 12, 680 George Street Sydney NSW 2000 Fax: +61 2 9287 0309

The Proxy Form tells you what you need to do. Any undirected proxies in favour of the Chairman will be voted "FOR" each resolution, subject to the Voting Exclusions.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum contains information about the resolutions contained in the Notice of Meeting dated 27 March 2007 and that will be considered at GPT's Annual General Meeting to be held at 2.00pm on Wednesday 9 May 2007 [Meeting]. The Meeting is important. You should read the Notice of Meeting and Explanatory Memorandum carefully, and seek your own independent advice on issues that you are not certain about.

Ordinary Business

Item 1 - Directors' Report and Financial Statements

This item calls for the receipt of the Directors' Report and financial statements for the year ended 31 December 2006.

In accordance with the Corporations Act 2001, an opportunity will be given to Securityholders to ask questions about or make comments on the management of GPT at the Meeting.

GPT's external auditor, PricewaterhouseCoopers [the Auditor], will be present at the Meeting and will able to answer questions on the content of the Auditor's Report and the procedures used to conduct the audit. Additionally, an opportunity will be given to Securityholders to ask the Auditor questions relevant to:

• fal the conduct of the audit:
• [b] the preparation and content of the Auditor's Report;
• (c) the accounting policies adopted by GPT in relation to the preparation of its financial statements; and
• [d] the independence of the Auditor in relation to the conduct of the audit.

Securityholders may also submit a written question to the Auditor if the question is relevant to the content of the Auditor's Report or the conduct of its audit of GPT's financial statements for the year ended 31 December 2006. Relevant written questions for the Auditor must be received by no later than 5:00pm (Sydney time) on Monday 1 May 2007. A list of those relevant written questions will be made available to Securityholders who attend the Meeting. The Auditor will either answer the questions at the Meeting or table written answers to them at the Meeting. If written answers are tabled at the Meeting, they will be made available to Securityholders as soon as practicable after the Meeting.

Please send any written questions for the Auditor to:

• GPT's registered office at Level 52, 19 Martin Place, Sydney, NSW 2000, Attention Company Secretary
• Link Market Services Limited at the address included in the Notice of Meeting, or
• by facsimile to +61 2 9287 0309

by no later than 5.00pm (Sydney time) on Monday 1 May 2007.

Item 2 – Resolutions

Re-election of Directors

Resolution 1 - Re-election of Ms Anne McDonald as a Director

Ms Anne McDonald is eligible to be re-elected as Director of the Company and offers herself for re-election.

Ms McDonald was appointed to the Board on 2 August 2006. Ms McDonald is currently a Non-executive Director of Westpac's Life Insurance companies and St Vincent's and Mater Health Sydney Limited. Ms McDonald is a chartered accountant and was previously a partner of Ernst & Young for fifteen years specialising as a company auditor and advising multinational and Australian companies on transaction due diligence, risk management and accounting issues. She was a Board Member of Ernst & Young Australia for seven years and a previous Director of the Private Health Insurance Administration Council. Ms McDonald is the Chairman of the Audit and Risk Management Committee.

Resolution 2 - Re-election of Mr Ian Martin as a Director

Mr Ian Martin is eligible to be re-elected as Director of the Company and offers himself for re-election.

Mr Martin was appointed to the Board in May 2005 on the internalisation of GPT. Mr Martin is currently a Non-executive Director of Babcock & Brown Limited, Argo Investments Limited and St Vincent's and Mater Health Sydney Limited. Mr Martin is a former Chief Executive Officer of the BT Financial Group and Global Head of Investment Management and Member of the Management Committee of Bankers Trust Corporation. Mr Martin spent eight years as an economist with the Australian Treasury, Canberra, and was the inaugural Chairman of the Investment and Financial Services Association. Mr Martin is the Chairman of the Nomination and Remuneration Committee.

Resolution 3 - Adoption of the Remuneration Report

This Resolution calls for the adoption of the Remuneration Report for the year ended 31 December 2006.

The Corporations Act requires listed companies to provide a Remuneration Report to shareholders and to put a resolution at the Annual General Meeting seeking its adoption. However, this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report commences on page 66 of the Annual Report and is available on GPT's website (www.gpt.com.au). In accordance with the Corporations Act, the Report contains details about the Board's policies and disclosure requirements in relation to the remuneration paid to Directors and Executives of GPT.

An opportunity for discussion of the Remuneration Report will be provided at the Meeting.

For those Securityholders who do not have a copy of the Annual Report, copies can be obtained from GPT's website or by contacting Link Market Services at the address included in the Notice of Meeting, calling the GPT Securityholder Service Centre on 1800 025 095 (if in Australia) or calling +61 2 8280 7176 (if outside Australia).

Other Business

Resolution 4 - Approval of Acquisition of GPT Securities by Mr Nic Lyons under GPT's Long Term Incentive Scheme [LTI Scheme]

At the 2006 Annual General Meeting, Securityholders approved the introduction of the GPT Employee Incentive Scheme. One element of this Scheme is the Long Term Incentive Scheme [LTI Scheme] under which toans are made annually to fund the acquisition of GPT Securities on behalf of eligible participants and, subject to meeting specified performance hurdles, awards are made to eligible participants at the end of three years. The LTI Scheme's performance hurdles are designed to link rewards to GPT's performance and Securityholders' returns. The LTI Scheme also provides an incentive to maximise the return to Securityholders over the long term by further aligning the interests of management and Securityholders and to assist in the attraction and retention of key employees.

Subject to Securityholder approval, it is intended to make a further loan of \$2,224,000 to Mr Lyons to acquire additional GPT Securities under the LTI Scheme (2007 LTI). The amount of the loan has been determined by the Directors of GPT (excluding Mr Lyons who has a direct interest) by reference to market practice and the framework of GPT's remuneration philosophy as set out in its Remuneration Report.

At the price prevailing at the close of business on 15 March 2007 a loan of \$2,224,000 would enable the acquisition of 444,800 GPT Securities. The actual acquisition price will be the market price of GPT Securities at the time acquired.

As the only executive Director, Mr Lyons is the only Director entitled to participate in the LTI Scheme.

The Directors of GPT (excluding Mr Lyons who has a direct interest) believe that the participation in the 2007 LTI Scheme by Mr Lyons on the terms and conditions described below is an appropriate equity based incentive scheme given the responsibilities and commitment of Mr Lyons. The Directors consider that participation:

• provides Mr Lyons with a long-term incentive to create value for Securityholders, by aligning his interests more closely;
• provides a means through which Mr Lyons can participate, over the longer term, in the ongoing success of GPT; and
• assists in the attraction and retention of Mr Lyons by providing the potential to receive a competitive total remuneration package, subject to performance.

It is proposed that the GPT Securities are acquired on-market. While ASX Listing Rules do not require Securityholder approval in such circumstances, the Directors consider it appropriate to seek Securityholder approval. The approval is being sought for all purposes including:

• best practice corporate governance, and
• in the possibility that the waiver of the loan (and accrued interest) amounts on retirement, death or total permanent disability of Mr Lyons, or redundancy without cause of Mr Lyons, would be a termination benefit requiring shareholder approval, for the purposes of section 200E of the Corporations Act.

Structure and terms of the LTI Scheme

Due to its stapled structure, GPT introduced a loan based employee scheme because of the fringe benefits tax liability that would have occurred as the result of implementing an equity based employee incentive scheme involving the acquisition of shares in a company and units in a trust (as opposed to the acquisition of shares in a company only).

Under the LTI Scheme, loans are made available to Mr Lyons on an annual basis to fund the acquisition of GPT Securities by a scheme administrator acting on Mr Lyons' behalf. The scheme administrator must use the loan proceeds to acquire those GPT Securities onmarket at the price prevailing at the time of acquisition.

A loan under the LTI Scheme will be of no fixed term. After deducting amounts for tax on Mr Lyons' income, distributions on the GPT Securities acquired will be applied to reduce and repay the loan. While a loan remains outstanding, the GPT Securities will be held subject to a holding lock and will not be able to be transferred or otherwise dealt with.

Loans under the LTI Scheme are interest bearing. Interest will be calculated on a simple basis at GPT's funding cost on the balance of the loan.

At the time a loan is granted, the Board will determine the potential range of LTI Scheme awards that may be made based on available market data and advice from our external advisor, Godfrey Remuneration Group Pty Limited. LTI Scheme awards actually made will be subject to satisfying specified financial performance measures set annually at the time each LTI is granted, and that are tested over the ensuing three-year period.

For each of the financial performance measures, performance criteria will be determined at the time a loan under the LTI Scheme is made. If below threshold performance for a particular performance measure is achieved at the end of the three-year period, no amount of the LTI Scheme award allocated to that performance measure would be payable. Above threshold level of performance, pro rata awards will occur up to stretch outcomes.

If an LTI award is made, the cost of the loan (ie interest) will first be deducted from that amount. If the LTI award is insufficient to cover the interest, that part of the remaining loan cost will be capitalised and added to the outstanding loan.

If an LTI award exceeds the accrued interest cost of the loan GPT will waive an amount of the loan equal to the remainder of the LTI award after deducting the amount payable by GPT for the fringe benefits tax.

Except in defined circumstances, a loan under the LTI Scheme is full recourse to the participant. If Mr Lyons leaves GPT, the loan and the accumulated cost of providing the loan at that time must be repaid leither by the sale of Securities or some other source of funds). However, at the discretion of the Board loans made to Mr Lyons and outstanding interest may be waived in the following circumstances:

• on retirement of the employee;
• death or total permanent disability of the employee;
• redundancy without cause of the employee; or
• takenver

Performance Conditions giving rise to an LTI Award and Loan Waiver under the 2007 LTI

As discussed above, an LTI award will be made [and, after allowing for FBT, a portion of the outstanding amount of a loan will be waived by the GPT Board) if specified performance measures set by the GPT Board are met.

In designing the performance measures for the LTI Scheme, the Board determined that, given the nature of GPT, it was important to devise measures which provided a direct link to GPT's distributions and their rate of growth which in turn are the performance drivers of total Securityholder return. The Board also considered that some element of external benchmarking was required.

The Board believes that these requirements have been met through the mix of performance measures that have been adopted for the tranche of GPT Securities to be acquired by Mr Lyons under the 2007 LTI.

For the 2007 LTI (with performance to be reviewed based on the 2007, 2008 and 2009 financial years) the performance measures approved by the GPT Board are as follows:

• Growth in Earnings per Stapled Security 50% of the potential LTI award
• Return on Contributed Equity 30% of the potential LTI award
• Performance relative to Listed Property Trust Index 20% of the potential LTI award.

(a) Growth in Earnings per Stapled Security (EPS)

Growth in EPS will be measured as the percentage increase in earnings per GPT Security. EPS is the base earnings per GPT Security adjusted for significant items and other items determined by the GPT Board and as disclosed in GPT's Statement of Financial Performance for the financial years ended 31 December 2007, 31 December 2008 and 31 December 2009.

If EPS growth is below 4% on average over the three years, no part of the LTI award available for this performance measure will be awarded. If EPS growth is above 4%, pro rata awards will occur up to stretch outcomes [6%].

These targets have been adopted having regard to the higher distribution base that has been set during the course of the last 18 months with distributions growing from 24.4 cents per security for the 12 months to December 2005 to 27.5 cents per security for the 12 months to December 2006 - an increase of 12.7%.

(b) Return on Contributed Equity (RoE)

RoE measures the total return on equity employed and takes into account both capital appreciation of the assets of GPT and cash distributions of income.

If RoE is below 8.5% on average over the three years, no part of the LTI award available for this performance measure will be awarded. If RoE is above 8.5%, pro rata awards will occur up to stretch outcomes [12.5%].

(c) Performance Relative to LPT Index

An index award may be granted if GPT outperforms against the S&P ASX 200 Listed Property Trust Index (LPT index). Due to the size of GPT within this Index, GPT and its performance is excluded for the purpose of calculating the LPT Index and its performance.

Below Index performance, no part of the total LTI award available for this performance measure will be awarded. Above Index performance, pro rata awards will occur up to stretch outcomes [2% outperformance]. The Board may substitute another index if there is a material change in the composition of the LPT Index during the measurement period.

-7

Benefits

The benefit accruing to Mr Lyons under the 2007 LTI is an amount equal to the 2007 LTI awarded.

To the extent that GPT's cost of funding is at an interest rate that is less than that obtainable by Mr Lyons (noting also that the cost is not compounded), that is a benefit.

If the value of GPT Securities rises during the LTI period that is also a benefit, though this potential benefit is coupled with the risk of falls in the value of GPT Securities due to the full recourse nature of the LTI Scheme.

Valuation

The value of the compensation acquired under the 2007 LTI will be determined at grant date. In determining the fair value of the 2007 LTI for the purposes of reporting on the 2007 LTI in subsequent financial statements, an assessment will be made of the probability that the performance hurdles will be met and part of the 2007 LTI awarded. As the benefit is to be earned over several reporting periods, the total benefit determined at grant date will be apportioned over the periods in which it is expected to be earned. In addition, the net value of GPT Securities held by Mr Lyons under the LTI Scheme at the end of each financial year will be reported. The net value of GPT Securities held by Mr Lyons will be determined by deducting the loan balance as at the end of each financial year from the value of the GPT Securities at the prevailing security price on that date.

Example

The table below represents an estimate of the value that would be provided by GPT to Mr Lyons in respect of his participation in the 2007 LTI should the resolution be approved and a Target level of performance be achieved ¹. The key assumptions in determining this value are as follows:

• Purchase price of GPT Securities is \$5.20
• Distributions on the GPT Securities growing at 5% pa-
• The "interest" cost on the loan to be deducted from the LTI award based on a cost of funding rate of 6.0%
• No changes in applicable taxation rates and laws $\sim$
• The acquisition of GPT Securities having taken place on 1 January 2007
• Mr Lyons remains employed by GPT at the end of 2009
• Target performance being achieved across all three performance measures (ie at the end of 2009 on average 5% EPS growth, 10.5% RoE and 1% outperformance of the LPT index]

Target performance would result in a gross LTI award of \$1,135,000 being detivered to Mr Lyons - the gross LTI award being made up of the following elements:

	- Accrued Interest		S	400,320
$\sim$ .	FBT on the LTI award		S	341.600
	- Net LTI award [ie loan waiver after interest and FBT]		S	393,080
Opening Loan Balance:				$\approx$ \$ 2.224,000
Less
$ \,$	Net LTI award (ie loan wavier after interest and FBT)	$=$ $$$		393.080
	Distributions used to reduce loan balance	$\mathbb{R}^{n-1}$	S	244.400
Closing Loan Balance:				$=$ \$1.586.520

Previous Securities acquired by Mr Lyons under the LTI Scheme

Details of Securities previously acquired by Mr Lyons under the LTI Scheme are as follows²

2006 LTI (opening loan	Total Net Distributions applied to reduce loan	Closing Loan Balance at	Gross LTI award Accrual 3	Net Value of Equity at $31/12/06^4$
balance)	in 2006	31/12/06
\$2,874,997	\$54,898	\$2,820,099	\$432,500	\$1,010.951

1. It is noted that the example is given by way of illustration only and should not be taken as a forecast of future outcomes. The example does not reflect any movement in net value in GPT Securities due to the full recourse nature of the L?I Scheme. Any movement in value in GPT Securities over the period would be cost or benelit to Mr Lyons. 2. GPT Securities acquired under the 2006 LTE were purchased on market following the 2006 Annual General Meeting for \$4.20 per security. The total number of Securities acquired on behalf or Mr Eyons was 684,136.

2. Given that at the end of 2006 all performance conditions for the 2006 LTI had been exceeded, a pro-rata accrual was taken up in the Financial Statements of the GPT Group for the period to 31 December 2006. This accrual does not represent funds actually paid to Mr Lyons, as actual awards under the 2006 LTI plan will only be made at the end of 2008 if the performance conditions set for the 2006 LTf are met or exceeded for the full three year period. In the event they are not met no award would be payable

3. Net value of equity at 31 December 2006 is determined by deducting the loan balance as at 3? December 2006 from the value of the Securities held at the prevailing security price on that date of \$5.60.

Benefits to Securityholders for Mr Lyons to receive the maximum 2007 LTI

For Mr Lyons to receive the maximum stretch level 2007 LTI [a gross LTI award of \$2,270,000] and based on the assumptions outlined above, GPT would have delivered the following results to Securityholders over the three-year period to December 2009.

$EPS$ Growth $-6\%$	Additional \$340 million in underlying earnings over the three-year period
Return on Contributed Equity 12.5%	Total return on equity of \$3.1 billion over the three-year period
2% outperformance of the LPT Index	Additional \$680 million value to Securityholders, relative to the Index over the three-year period

The actual value of benefits received by Mr Lyons under the 2007 LTI will differ from any estimated values and will depend on a range of factors including GPT's funding cost over the term of the loans and GPT's performance for the relevant period.

Total remuneration of Mr Lyons

Details of the total remuneration of Mr Lyons for the period to 31 December 2006 and his holding of Securities under the LTI Scheme are set out on pages 72 and 75 of the Annual Report.

For the purpose of showing Mr Lyons' remuneration profile should Resolution 4 be approved, set out below are details of Mr Lyon's total remuneration potential for the year to 31 December 2007 as recently approved by the Board. The chart depicts three possible scenarios highlighting the variability of all at-risk elements of Mr Lyons' total remuneration package [ie short term incentive compensation and long term incentive] and the level of the gross 2007 LTI award within that mix. In reviewing this chart, Securityholders should note the following:

• While the chart shows the 2007 LTI for the purposes of illustrating Mr Lyons' potential remuneration profile, no part of the 2007 LTI will be awarded unless the performance measures that have been set are met or exceeded for the full three year period measured at the end of 2009.
• The chart shows the gross LTI that may be awarded. For the scenarios shown, the net LTI award that may be made to Mr Lyons (ie loan waiver after interest and FBT) is: Target \$393,080, and Stretch \$1,000,280.
• The chart does not include a retention award that becomes due on 30 June 2007 assuming that Mr Lyons remains with GPT until that date. This retention of \$1,350,783 was put in place prior to the internalisation of GPT in June 2005 as part of the Board's strategy to retain employees critical for the ongoing successof the newly formed independent GPT. Detail of this retention for Mr Lyons is further disclosed in GPT's 2005 and 2006. Remuneration Reports.

Changes in law

Due to its stapled structure, GPT introduced a loan based scheme because of the fringe benefits tax liability that would have occurred as the result of implementing an equity based employee incentive scheme that involved the acquisition of shares in a company and units in a trust (as opposed to the acquisition of shares in a company only). Previously foreshadowed amendments to the current regulations that differentiate the treatment of stapled securities from shares for the purposes of employee incentive schemes have recently been passed. The Board will consider the impact of these changes on GPT's current loan based employee incentive schemes and will seek further advice from its external advisors on the ongoing adequacy and competitiveness of its employee incentive schemes in future years.

Resolution 5 - Directors' Remuneration

The Constitution of the Company permits an increase in the payments made to Directors as remuneration provided that such increase is approved at a General Meeting. This resolution seeks to increase the amount by \$50,000 to an aggregate amount of \$1,500,000 per annum.

Details of the total remuneration of Non-executive Directors for the period to 31 December 2006 are set out on page 75 of the Annual Report. The Board has determined that an increase of 5% be applied to all Board and Committee fees for the year commencing 1 January 2007. This increase of approximately \$60,000 in total recognises; that GPT's Directors are required to invest considerable amounts of time into governing GPT; the fact that Directors' roles require the acceptance of increased responsibility and legal liability; and market movements in Directors' fees generally.

GPT is committed to securing Directors with adequate qualifications and experience. The increase in Directors' remuneration is aimed at allowing GPT to attract and retain Directors who are appropriately qualified and have the skills necessary for such a position.

Questions for the External Auditor PricewaterhouseCoopers

Please use this form to submit any questions concerning the Audit Report in the GPT Annual Report that you would like the Auditor to answer at the Annual General Meeting and return in the reply paid envelope provided or fax it to +61 2 9287 0309. Please note that written questions for the Auditor must be received no later than 5.00pm (Sydney time) on Monday 1 May 2007.

Written answers tabled at the Meeting will be made available to the website as soon as practicable after the Meeting.

Securityholder's name ____________________________________

Address_{____}

Security Reference Number (SRN) or Holder Identification Number (HIN) [18] [19] [19] [19] [19] [19] [19] [19] [19

Question[s] ____________________________________

GPT MANAGEMENT HOLDINGS LIMITED ACN 113 510 188 GPT RE LIMITED ACN 107 426 504; AFSL 286511 As Responsible Entity for GENERAL PROPERTY TRUST ARSN 090 110 357 (The GPT GROUP)

APPOINTMENT OF PROXY

If you would like to attend and vote at the Annual General Meeting and Unitholders Meeting, please bring this form with you. This will assist in registering your attendance

Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney, NSW, 2000 Locked Bag A14, Sydney South, NSW, 1235 Telephone: 1800 025 095 Facsimile: (02) 9287 0309 ASX Code: GPT Email: registrars@linkmarketservices.com.au Website: www.linkmarketservices.com.au

I/We being a member(s) of the GPT Group and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered Securityholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of GPT Management Holdings Limited and General Property Trust to be held at to be held at the Grand Ballroom, Westin Hotel 1 Martin Place Sydney 2:00pm on Wednesday, 9 May 2007 and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the security registry. Proxies will only be valid and accepted by the GPT Group if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vo

in the appropriate box below. To direct your proxy how to vote on any resolution please insert
	For	Against	Abstain*		For	Against	Abstain'
Resolution 1 Re-election of Ms Anne McDonald as a Director				Resolution 4 Approval of acquisition of GPT Securities by Mr Nic Lyons
Resolution 2 Re-election of Mr Ian Martin as a Director				Resolution 5 Directors' Remuneration
Resolution 3 Remuneration Report

D

IMPORTANT: FOR ITEM 5 ABOVE

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Item 5 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Item and that votes cast by him/her for that Item, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 5 and your votes will not be counted in calculating the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 5.

* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poil and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS - THIS MUST BE COMPLETED

Securityholder 1 (Individual)

Joint Securityholder 2 (Individual)

Joint Securityholder 3 (Individual)

Sole Director and Sole Company Secretary

Director/Company Secretary (Delete one)

Director

This form should be signed by the Securityholder. If a joint holding, either Securityholder may sign. If signed by the Securityholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the Securityholder's constitution and the Corporations Act 2001 (Cwith).

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a Securityholder (including your name, address and details of the GPT Securities you hold) to be included in the public register of the entity in which you hold GPT Securities. Information is collected to administer your Security holding and if some or all of the information is not collected then it might not be possible to administer your Securityholding. Your personal information may be disclosed to the entity in which you hold GPT Securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

GPT PRX742