GPT GROUP — Regulatory Filings 2008

Aug 28, 2008

GPT RE Limited ABN 27 107 426 504 as Responsible Entity of General Property Trust AFSL 286511

Level 52 MLC Centre 19 Martin Place Sydney NSW 2000 Australia

T: +61 2 8239 3555 F: +61 2 9225 9318 E: gpt@gpt.com.au www.gpt.com.au

29 August 2008

The Manager Companies Section Australian Stock Exchange Limited (Sydney) 20 Bridge Street SYDNEY NSW 2000

By electronic lodgement

Dear Sir

Re: Amendment to Constitution of General Property Trust

GPT has amended the Constitution of General Property Trust by Supplemental Deed Poll dated 29 August 2008.

The amendments to the Constitution relate to corresponding amendments to the Distribution Reinvestment Plan ("DRP") rules. The purpose of the amendments is to:

• Move the DRP pricing period to the 10 business days after the record date of ٠ the relevant distribution.
• Where there is a trading halt during the DRP pricing period, permit the DRP pricing period to be extended by the length of the trading halt.
• Amend the determination of the issue price under the DRP, to be calculated as the arithmetic average of the daily volume weighted average price of securities traded during normal hours on the ASX during the DRP pricing period.

The amendments to the DRP Rules will take effect for the September Quarter Distribution.

Attached are copies of:

• Supplemental Deed Poll
• Revised DRP Rules

Yours sincerely

James Coyne Company Secretary

29-08-08 Constitution Change on DRP.doc

Supplemental Deed Poll

GPT RE Limited

Amending the Constitution for the General Property Trust

Allens Arthur Robinson Deutsche Bank Place Corner Hunter and Phillip Streets Sydney NSW 2000 Australia Tel +61 2 9230 4000 Fax +61 2 9230 5333 www.aar.com.au

© Copyright Allens Arthur Robinson, Australia 2008

Table of Contents

1.	Definitions and Interpretation
	1.1	Definitions
	1.2	Interpretation
	1.3	Benefit of this Supplemental Deed Poll	- 3
2.	Amendment of Constitution - 3
3.		No Resettlement
4.		Governing Law and Jurisdiction

Supplemental Deed Poll

Date	29/8/
Party
	GPT RE Limited (ACN 107 426 504) of 19-29 Martin Place, Sydney, NSW 2000 (the Responsible Entity).
Recitals
A	The Responsible Entity is the responsible entity of the trust known as the General Property Trust (ARSN 090110537) (the Trust). The Trust has been registered pursuant to section 601EB of the Corporations Act 2001 (Cth) (the Corporations Act ) as a managed investment scheme.
$\bf{B}$
$\overline{C}$	Clause 15 of the Constitution provides that, subject to the Corporations Act, the Responsible Entity may amend the Constitution by deed or as otherwise permitted by the Corporations Act.
D	The Responsible Entity amends the Constitution to the extent set out in this Supplemental Deed Poll and reasonably considers such amendments will not adversely affect the Unit Holders' rights.
${\bf E}$	Pursuant to section 601GC(2) of the Corporations Act, the amendments to the Constitution set out in this Supplemental Deed Poll do not take effect until a copy has been lodged with the Australian Securities and Investments Commission (ASIC).

It is declared as follows.

$\mathbf{1}$ . Definitions and Interpretation

$1.1$ Definitions

In this Supplemental Deed Poll including the Recitals, the following definitions apply unless the context otherwise requires.

Constitution means the trust deed constituting the trust dated 27 November 1970, as amended from time to time.

Effective Time means the date and time on which a copy of this Supplemental Deed Poll is lodged with ASIC under section 601GC(2) of the Corporations Act.

Unit Holder means a person registered as a holder of units in the Trust (including persons registered jointly).

$1.2$ Interpretation

• $(a)$ Terms used but not defined in this Supplemental Deed Poll have the same meanings. given to them in the Constitution.
• $(b)$ Clauses 1.1, 1.2, 1.4 and 1.5 of the Constitution apply to this Supplemental Deed Poll as if set out in this Supplemental Deed Poll.

$1.3$ Benefit of this Supplemental Deed Poll

This Supplemental Deed Poll is made by the Responsible Entity with the intent that the benefit of this Supplemental Deed Poll shall enure to the benefit of Unit Holders jointly and severally.

$2.$ Amendment of Constitution

The Responsible Entity amends the Constitution so that, on and from the Effective Time, the Constitution is amended as follows:

• $(a)$ insert a new clause $1.3(e)$ as follows:
• " $(e)$ Notwithstanding clause 1.3(b), for the purposes of clause 5.10, Market Price for an Interest means the arithmetic average of the daily volume weighted average sale prices of all Interests sold on the ASX during normal trading hours in the period of 10 consecutive Business Days (which period may be extended if there is a trading halt during that period by the length of the trading halt) commencing on the Business Day following the record date for the determination of entitlements to income (whether or not a sale was recorded on any particular day)."
• in clause $5.10(e)$ , delete the words "as at the Business Day immediately preceding the $(b)$ record date for the determination of entitlements to income" and replace them with the following:

"where the Market Price is calculated in accordance with clause 1.3(e)"

The Responsible Entity is bound by the Constitution as amended by this Supplemental Deed Poll.

$3.$ No Resettlement

The Responsible Entity confirms that it is not by this Supplemental Deed Poll intending to:

• resettle or redeclare the Trust declared under the Constitution; or $(a)$
• $(b)$ cause the transfer, vesting or accruing of any property comprising the assets of the Trust in any person.

4. Governing Law and Jurisdiction

This Supplemental Deed Poll is governed by the laws of New South Wales and the Responsible Entity submits to the non-exclusive jurisdiction of courts exercising jurisdiction there.

Executed and delivered as a Deed in New South Wales

Signed Sealed and Delivered for GPT RE Limited pursuant to s127 of the Corporations Act

Director Signa Nic Lyons

Direct Secretary Signature

James Anthony Coyne

Print Name

Print Name

The GPT Group Distribution Reinvestment Plan August 2008

The Distribution Reinvestment Plan allows eligible Securityholders to reinvest their quarterly Distributions at a discount of up to 1.5% to the market price.

Participation in the Plan is completely optional.

Cash Distributions used to acquire Stapled Securities under the Plan are taxed in the same manner as cash Distributions paid to Securityholders. Participants in the Plan will receive details on the taxable components of Distributions in their annual tax statement. The amount of cash Distributions applied to acquire new Stapled Securities under the Plan is net of any applicable Australian withholding taxes. Please contact your taxation adviser if you have any questions concerning the taxation consequences of participating in the Plan.

A Securityholder (or a person who has a beneficial interest in a Stapled Security) who is subject to the laws of a country or place other than Australia or New Zealand may not participate in the Plan unless the Plan Administrators, in their absolute discretion, are satisfied that such participation will not constitute a breach of the laws of that country or place, and it is practicable for that Securityholder (or, if applicable, beneficiary) to participate.

This document is not investment advice and does not take into account the investment objectives, financial situation and particular needs of an investor. This document does not constitute an offer of securities.

Rules - Distribution Reinvestment Plan

1.0 Definitions

"Application Form" means the application form attached to the Rules or available from the Registrar or from the GPT website (www.gpt.com.au).

"ASX" means ASX Limited or the exchange operated by ASX Limited, being the Australian Securities Exchange, as the context requires.

"ASX Listing Rules" means the Listing Rules of ASX Limited.

"Business Day" means a day on which the ASX is open for normal business.

"Company Dividend" means any dividend declared and paid by GPTMH.

"Distribution" means a Trust Distribution plus a Company Dividend.

"GPTMH" means GPT Management Holdings Limited (ABN 67 113 510 188).

"GPT" means the Trust and GPTMH.

"GPT RE" means GPT RE Limited (ABN 27 107 426 504).

"Issue Price" means the issue price of a Stapled Security issued to Participants under this Plan calculated in accordance with the Rules.

"Participant" means each eligible Securityholder in GPT who is participating in the Plan.

"Plan" means the Distribution Reinvestment Plan established by the Rules

"Plan Administrators" means the Boards of GPT RE and GPTMH, acting unanimously.

"Record Date" has the meaning given to that term in the ASX Listing Rules.

"Register" means the combined register of Securityholders maintained for GPT.

"Registrar" means the security registrar of GPT from time to time.

"Rules" means these rules governing the operation of the Plan.

"Securityholder" means a registered holder of a Stapled Security on the Record Date.

"Share" means a share in GPTMH.

"Stapled Security" means the stapled security comprising a fully paid ordinary Unit and a fully paid ordinary Share

"Trust" means the trust known as General Property Trust (ARSN 090110537)

"Trust Distribution" means any cash distribution of income and/or capital by the Trust.

"Unit" means a unit in the Trust.

2.0 Participation in the Plan

• Participation in the Plan is subject to these Rules.
• Participation in the Plan is optional and is open to each Participant unless excluded under these Rules.
• All Securityholders whose registered address is in Australia or New Zealand are eligible to participate in the Plan
• A Securityholder (or a person who has a beneficial interest in a Stapled Security) who is subject to the laws of a country or place other than Australia or New Zealand may not participate in the Plan unless the Plan Administrators, in their absolute discretion, are satisfied that such participation will not constitute a breach of the laws of that country or place, and it is practicable for that Securityholder (or, if applicable, beneficiary) to so participate, whether or not that Securityholder has received an invitation to participate in the Plan.
• The issue of Stapled Securities to Securityholders who at the time of issue are not resident in Australia will also be subject to all necessary Australian Government approvals. It will be the responsibility of each Securityholder to obtain any such approvals.
• Securityholders who wish to participate in the Plan must lodge an Application Form with the Registrar.
• Each Application Form received by the Registrar will be effective in respect of the first Distribution payment after receipt of the Application Form, provided it is received on or before 5pm (Sydney time) on the Record Date for that Distribution.
• An Application Form by joint holders of Stapled Securities must be signed by all joint holders.
• An Application Form must be lodged for each Stapled Security holding account and each Stapled Security holding account of a Securityholder will be treated separately for all purposes under the Plan.

3.0 Degree of Participation

• Security holders who do not wish to participate in the Plan need do nothing.
• Participation in the Plan may either be full or partial. Security holders who wish to participate in the Plan must specify on the Application Form the extent to which the Securityholder wishes to participate by marking the appropriate box.
• To elect partial participation in the Plan, Securityholders must mark the appropriate box and enter the number of Stapled Securities they wish to participate. A duly signed Application Form that does not specify the degree of participation will be deemed to be an application for full participation in the Plan.
• If the number of Stapled Securities held by a Securityholder is less than the number specified on the Application Form, this will be deemed to be an application in respect of the lesser number.
• Where a Securityholder elects partial participation, all Stapled Securities subsequently acquired by that Securityholder will only participate in the Plan to the extent that the Securityholder notifies the Plan Administrator by submitting an updated Application Form.

4.0 Subscription for Stapled Securities under the Plan

• The Plan Administrators will hold the designated amount of the net Distribution on behalf of a Participant and on, or as soon as practicable after, the relevant Distribution payment date subscribe for further Stapled Securities to be issued at Issue Price in the name of that Participant.
• Stapled Securities issued under the Plan will be allotted in accordance with the ASX Listing Rules and. from the time of allotment, will rank equally in all respects with existing Stapled Securities.
• For each Participant, the Registrar will establish and maintain an account to hold on behalf of the Participant any fraction of the net Distribution remaining after subscribing for Stapled Securities - such amounts to be applied for future reinvestment in Stapled Securities under the Plan on behalf of the Participant. In the event that a Securityholder elects to withdraw completely from the Plan, any amount held in this account will be credited to that Securityholder. No interest will be payable in respect of such amounts.
• Following each issue of Stapled Securities pursuant to the Plan, the Participant will receive a statement listing:
• The number of Stapled Securities held as at the Record Date.
• The number of Stapled Securities participating in the Plan.
• The total amount of the Distribution. This amount will separately itemise the Trust Distribution and Company Dividend components.
• The net amount of the Distribution (after taxes if appropriate) available for subscription of Stapled Securities.
• The Issue Price for Stapled Securities separately itemising the issue price of a Share and the issue price of a Unit.

• The number of Stapled Securities issued to the Participant.
• The residual amount (if any) to be held for future reinvestment.
• In respect of partial participation in the Plan, the balance of the Distribution to be paid to the Participant.
• Confirmation of Securityholdings allotted pursuant to the Plan will be mailed to Securityholders in accordance with the ASX Listing Rules.

5.0 Issue Price of Stapled Securities

• The Issue Price for each Stapled Security will be the arithmetic average of the daily volume weighted average sale prices of all Stapled Securities sold on the ASX during normal trading hours in the period of 10 consecutive Business Days (which period may be extended if there is a trading halt during that period by the length of the trading halt) commencing on the Business Day following the Record Date, with such average price being:
• reduced by a discount amount determined by the Plan Administrators, however, not exceeding 1.5%; and
  • rounded to four decimal places.
• The Issue Price will be allocated between a Unit and a Share at a rate determined by the Plan Administrators having regard to the relative net asset backing of a Unit and a Share with any adjustments considered necessary by the Plan Administrators.
• While GPT is a stapled entity, no Share may be issued unless a corresponding Unit is issued and the Share and Unit are stapled to each other. From time to time the amount of a Trust Distribution and a Company Dividend available for reinvestment may not be of the level required to acquire an equal number of Units and Shares. In such an event, the Plan Administrators may direct Distributions between GPTMH and the Trust to allow the allotment of an equal number of Units and Shares.
• The determination by the Plan Administrators of the price attributable to the Unit and Share component of the Stapled Security will be binding on all Participants.

6.0 Stock Exchange Quotation

If not already quoted, application will be made for quotation on the ASX of Stapled Securities issued pursuant to the Plan.

7.0 Cost of Participation in the Plan

No brokerage, commissions, stamp duty or other transaction costs will be payable by Participants in respect of the application for, and allotment of, Stapled Securities under the Plan.

8.0 Alterations or Cancellation of Participation by a Security holder

• A Participant may at any time vary participation in the Plan or cancel participation in the Plan by notice in writing to the Registrar. To be effective for an upcoming Distribution any such notice must be received on or before 5pm (Sydney time) on the Record Date for that Distribution.
• If a participant wishes to vary participation in the Plan, any such notice must advise of the revised number of participating Stapled Securities.
• If a Participant disposes of all that person's holding of Stapled Securities, that Participant will be deemed to have cancelled participation in the Plan.
• If a Participant disposes of a part of a holding of Stapled Securities and does not notify the Registrar otherwise, the Stapled Securities disposed will be deemed to be; firstly, Stapled Securities that do not participate in the Plan and secondly, Stapled Securities that do participate in the Plan.
• If the Plan Administrator receives written notice of the death of a Participant such notice will terminate the participation in the Plan of that Participant and of all other Participants (if any) with whom such deceased Participant was a joint Participant.

9.0 Administration of the Plan

• The Plan Administrators will be responsible for the administration of the Plan.
• The Plan will be binding upon each person who is or becomes a Securityholder.
• Without prejudice to the general powers of the boards of the Trust and GPTMH under their respective constitutions, the Plan Administrators may settle in the manner which it sees fit, any difficulty, anomaly or dispute which may arise in connection with, or by reason of, the operation of the Plan, whether generally or in relation to any Securityholder, and the determination of the Plan Administrator will be conclusive and binding upon all Securityholders and other persons to whom the determination relates.

• The Plan Administrators may terminate the participation in the Plan of any Participant by not less than 7 days written notice to the Participant and may terminate the Plan by not less than 30 days written notice to all Participants. In either case termination will take effect on the date specified by the Plan Administrators in the notice.
• The Rules of the Plan may be altered, amended, deleted or added to by the Plan Administrators, provided that Securityholders are notified not less than 30 days before the Record Date. The Plan Administrators will also place any changes to the Plan on its website.
• The non-receipt of any notice under the Plan by a Securityholder will not invalidate any action set out in such notice. Neither the Trust, GPTMH or GPTRE, or the Plan Administrators will be liable under the Plan for any act done in good faith or for any failure to act including, without limitation to the generality thereof, any claim or liability:
• in connection with the establishment or operation of the Plan;
• arising out of failure to terminate a Participant's participation in the Plan upon the Participant's death prior to receipt of notice in writing of such death;
• with respect to the Issue Price of Stapled Securities; or
• in relation to any advice given with respect to participation in the Plan.

10.0 Notices

Any notice or other communication given to the Registrar relating to the Plan will be effective for the purposes of the next relevant Distribution if it is received by the Registrar on or prior to the Record Date for determining the relevant Distribution. Such notice or other communication will be in writing addressed to:

GPT Registry Services Locked Bag A14 Sydney South NSW 1232

Any notice or other communication given by the Plan Administrators to a Participant will be in writing and will be deemed to have been sufficiently given for all purposes by being sent by prepaid post to the Participant at the address which last appears in the Register.

11.0 Proper Law

The terms and conditions of the Plan and its operations will be governed by the State of New South Wales.