Deed Poll

GPT Management Limited

ABN 94 000 335 473
and

Shareholders

MLC Centre Martin Place Sydney New South Wales 2000 Australia
Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000
www.freehills.com DX 361 Sydney
SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH CITY SINGAPORE
Correspondent Offices JAKARTA KUALA LUMPUR

Reference JOF:PP:31F

This Deed Poll

is made on

Date

by

GPT Management Limited

ABN 94 000 335 473
as responsible entity of the General Property Trust
of Level 4, 30 The Bond, 30 Hickson Road, Millers Point, NSW 2000
Australia
(GPT Management)

in favour of

Each Shareholder from time to time

Recitals
A.

On 26 August 2004, LLC and GPT Management entered into the Merger
Implementation Agreement.

B.

In the Merger Implementation Agreement, GPT Management agreed to execute all

documents and take all necessary action within its power to assist LLC to implement
the LLC Scheme and other Transaction Steps as soon as reasonably practicable
subject to any applicable laws and the Listing Rules.

C.

GPT Management makes this deed poll to covenant in favour of Shareholders to issue
Units under the LLC Scheme and complete the other Transaction Steps for which it is
responsible.

This deed poll provides

Interpretation
This deed poll will be interpreted in accordance with schedule 1. Capitalised expressions used
in this deed poll have the meanings set out in schedule 1.

Conditions precedent and termination

2.1

Conditions precedent
GPT Managements obligations under clause 3 are subject to the conditions precedent in
clauses 3.1 and 3.2 of the Merger Implementation Agreement being satisfied or waived in
accordance with clause 3 of the Merger Implementation Agreement.

2.2

Termination
Unless otherwise agreed between GPT Management and LLC, GPT Managements
obligations under this deed poll terminate:
(a)

if any of the conditions in clauses 3.1 and 3.2 of the Merger Implementation
Agreement are not satisfied or waived on or before the Cut-Off Date; or

(b)

automatically on the termination of the Merger Implementation Agreement.

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2.3

Consequences of termination
If this deed poll terminates under clause 2.2, GPT Management is discharged from further
performance of its obligations under this deed poll. This discharge does not apply to:

(a)

any obligations which this deed poll provides expressly survive termination; and

(b)

any liability for a breach of this deed poll occurring before termination.

Issue of Units
3.1

Issue
Promptly on receiving payment under clause 3.3(c) of the LLC Scheme, GPT Management
must issue each LLC Participant the LLC Participants Unit Entitlement on the
Implementation Date and enter in the GPT Register the name and address of the relevant LLC
Participant as the holder of that Unit Entitlement.

3.2

Terms of issue
Consolidated Units issued under clause 3.1 will:

3.3

(a)

rank equally with all other Consolidated Units from the time of issue;

(b)

be issued on the terms set out in the GPT Constitution as modified by the GPT
Constitution Modifications; and

(c)

be Stapled to the relevant LLC Participants Shares on a one-for-one basis with effect
immediately from issue.

Satisfying the obligation to issue Units

GPT Management may satisfy its obligation to issue Consolidated Units to each LLC
Participant by:

(a)

on the Implementation Date, causing the name and registered address (as at the
Record Date) of that LLC Participant to be entered into the GPT Register as holder of
the Consolidated Units issued to that LLC Participant; and

(b)

despatching, or procuring the despatch of, a holding statement in relation to the LLC
Participants entitlement to Stapled Securities:
(1)

in the case of joint Shareholders to the address recorded in the LLC

Register at the Record Date of the person whose name appears first in the
LLC Register in respect of the joint Shareholder; or

(2)

otherwise to the LLC Participants address recorded in the LLC Register at

the Record Date.

Other Transaction Steps

Subject to any applicable laws and the Listing Rules, GPT Management must execute all
documents and take all necessary action within its power to implement the other Transaction
Steps for which it is responsible as soon as reasonably practicable and in the order set out in
the Transaction Steps.

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Warranties
GPT Management makes each of the Warranties to each Shareholder (by reference to the then
current circumstances) on the date of this deed poll, the Record Date and the Implementation
Date. Each of the Warranties is severable and separately enforceable.

GPT Managements capacity and liability

6.1

Capacity
GPT Management makes this deed poll only in its capacity as responsible entity of GPT and
in no other capacity. References in this deed poll to GPT Management are to be construed
accordingly.

6.2

6.3

Limitation of liability
(a)

Liabilities arising under, or in connection with, this deed poll can be enforced against
GPT Management only to the extent to which they can be satisfied out of the assets
of GPT out of which GPT Management is actually indemnified for the liability.

(b)

Shareholders cannot seek recourse to any assets that GPT Management holds in any
capacity other than as responsible entity of GPT. In particular, Shareholders cannot:
(1)

seek appointment of a receiver or receiver and manager (except in relation to

GPTs assets), liquidator, provisional liquidator, administrator or any similar
person to GPT Management; or

(2)

prove in any liquidation, administration or arrangement of, or affecting, GPT

Management (except in relation to GPTs assets).

(c)

GPT Management does not have to incur any obligation under this deed poll unless
its liability in respect of that obligation is limited in the same manner as in this clause
6.2.

(d)

No attorney, agent, receiver or receiver and manager appointed under this deed poll is
authorised to act on behalf of GPT Management in a way that exposes GPT
Management to any personal liability.

(e)

Subject to clause 6.3, the limitations in this clause 6.2 apply despite any other term of
this deed poll, and extend to all GPT Managements liabilities in connection with any
act, error, omission, agreement, transaction, representation or obligation relating to
this deed poll.

Exceptions
Clause 6.2 does not apply to any liability of GPT Management to the extent that it is not
satisfied because:
(a)

the extent of GPT Managements indemnification out of GPTs assets is reduced

under GPTs constitution or by operation of law, as a result of GPT Managements
fraud, negligence or breach of trust; or

(b)

GPT Management failed to exercise any right of indemnity it has under GPTs
constitution in respect of that obligation or liability.

GPT Managements acts, errors or omissions (including related breaches of this deed poll) do
not constitute fraud, negligence or breach of trust by GPT Management for the purposes of
this clause 6.3 to the extent they were caused or contributed to by any act, error or omission of
any other person, other than a person referred to in section 601FB(2) of the Corporations Act.

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6.4

Survival
The limitations and obligations under clause 6 survive termination of this deed poll.

Stamp duty
GPT Management must pay all stamp duty (if any) imposed on this deed poll and on any
instrument or other document executed to give effect to this deed poll.

Notices
8.1

Sending notices
Any notice or other communication including any request, demand, consent or approval, to
GPT Management:
(a)

must be in legible writing and in English addressed as shown below:

Address:

Level 4, 30 The Bond, 30 Hickson Road, Millers Point,

NSW 2000 Australia

Attention:

Company Secretary

Facsimile:

+612 9236 6020

or as specified to the sender by GPT Management by notice;

(b)

where the sender is a company, must be signed by a director or officer or under the
common seal of the sender;

(c)

is regarded as being given by the sender and received by GPT Management:

(1)

if by delivery in person, when delivered to GPT Management;

(2)

if by post, 3 Business Days from and including the date of postage;

(3)

if by facsimile transmission, when legibly received (subject to clause 8.2) by

GPT Management; or

but if the delivery or receipt is on a day which is not a Business Day or is after 4.00
pm (GPT Managements time), it is regarded as received at 9.00 am on the following
Business Day; and
(d)

8.2

can be relied upon by GPT Management, and GPT Management is not liable to any
other person for any consequences of that reliance, if GPT Management believes it to
be genuine, correct and authorised by the sender.

Facsimile transmissions
A facsimile transmission is regarded as legible unless GPT Management telephones the
sender within 2 hours after transmission is received or regarded as received under clause
8.1(c) and informs the sender that it is not legible.

8.3

Addressees
In this clause 8, a reference to GPT Management includes a reference to GPT Managements
directors, officers, employees or agents.

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General
9.1

9.2

Nature of deed poll

(a)

GPT Management acknowledges that any Shareholder from time to time may rely on
and enforce this deed poll in accordance with its terms even though the Shareholders
are not party to it.

(b)

This deed poll is irrevocable and, subject to clause 2, remains in full force and effect
until:
(1)

GPT Management has fully performed all its obligations under this deed
poll; or

(2)

the earlier termination of this deed poll under clause 2.

Business Day
Where the day on or by which any thing is to be done is not a Business Day, that thing must
be done on or by the following Business Day.

9.3

9.4

9.5

Governing law and jurisdiction

(a)

This deed poll is governed by the laws of New South Wales.

(b)

GPT Management irrevocably submits to the non-exclusive jurisdiction of the courts

of New South Wales and irrevocably waives any objection to the venue of any legal
process being New South Wales on the basis that the process has been brought in an
inconvenient forum.

Prohibition and enforceability

(a)

Any provision of, or the application of any provision of, this deed poll or any right,
power, authority, discretion or remedy which is prohibited in any jurisdiction is, in
that jurisdiction, ineffective only to the extent of that prohibition.

(b)

Any provision of, or the application of any provision of, this deed poll which is void,
illegal or unenforceable in any jurisdiction does not affect the validity, legality or
enforceability of that provision in any other jurisdiction or of the remaining
provisions in that or any other jurisdiction.

Waivers
(a)

Waiver of any right arising from a breach of this deed poll or of any right, power,
authority, discretion or remedy arising upon breach of this deed poll or upon the
occurrence of a default must be in writing and signed by the person or persons
granting the waiver.

(b)

A failure or delay in exercise, or partial exercise, of:

(1)

a right arising from a breach of this deed poll or the occurrence of a default;
or

(2)

a right, power, authority, discretion or remedy created or arising upon default

under this deed poll or upon the occurrence of a default,

does not result in a waiver of that right, power, authority, discretion or remedy.
(c)

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A person is not entitled to rely on a delay in the exercise or non-exercise of a right,

power, authority, discretion or remedy arising from a breach of this deed poll, or on
the occurrence of a default, as constituting a waiver of that right, power, authority,
discretion or remedy.

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9.6

(d)

A person may not rely on any conduct of another person as a defence to exercise of a
right, power, authority, discretion or remedy by that other person.

(e)

This clause may not itself be waived except by writing.

Variation
This deed poll may not be varied unless:
(a)

the variation is agreed to by LLC and GPT Management in writing; and

(b)

the Court indicates that the amendment would not itself preclude approval of the LLC
Scheme or preclude judicial advice to the effect that GPT Management is justified in
proceeding with the steps required to implement the Merger.

GPT Management will then execute a further deed poll in favour of the Shareholders giving
effect to such amendment.
9.7

Cumulative rights
Rights, powers, authorities, discretions and remedies under this deed poll are cumulative and
do not exclude any other right, power, authority, discretion or remedy of the party or those for
whose benefit this deed poll is made.

9.8

Assignment
GPT Management and each Shareholder may not:
(a)

transfer the benefit of or any interest in, or create a Security Interest in or against, its
rights, powers, authorities, discretions and remedies under this deed poll; or

(b)

transfer its obligations under this deed poll.

Executed as a deed poll in Sydney

*The attorney executing this deed poll states that he or she has no notice of revocation or suspension of his or
her power of attorney.
Signed by/for
GPT Management Limited
as trustee for the General Property Trust
*by its attorney
in the presence of:
___________________________________
Director/Secretary/*Witness

_____________________________________
Director/*Attorney

___________________________________
Name (please print)

_____________________________________
Name (please print)

* Please delete if not being executed by attorney

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Schedule 1 Glossary
Merger Implementation Agreement means the Merger Implementation Agreement between
LLC and GPT Management dated 26 August 2004.
Warranty means each of the following representations and warranties:
(a)

bodies corporate: GPT Management is duly incorporated and validly existing under
the Corporations Act.

(b)

power and authority: GPT Management has full power and authority to enter into,
perform its obligations and exercise its rights under this deed poll and to carry out the
transactions this deed poll contemplates.

(c)

authorisations: GPT Management has taken all necessary action to authorise it to

enter into and perform its obligations under this deed poll and to carry out the
transactions this deed poll contemplates.

(d)

valid obligations: Subject to laws generally affecting creditors rights and the
principles of equity, each of GPT Managements obligations under this deed poll is
valid and binding and is enforceable against GPT Management in accordance with
the terms of this deed poll.

Definitions in Merger Implementation Agreement

Unless expressly defined in this deed poll, expressions defined in the Merger Implementation
Agreement have the same meaning in this deed poll.
Interpretation
In this deed poll, headings and boldings are for convenience only and do not affect the
interpretation of this deed poll and, unless the context requires otherwise:
(a)

words importing the singular include the plural and vice versa;

(b)

words importing a gender include any gender;

(c)

other parts of speech and grammatical forms of a word or phrase defined in this deed
poll have a corresponding meaning;

(d)

an expression importing a natural person includes any company, partnership, joint

venture, association, corporation or other body corporate and any Government
Agency;

(e)

a reference to any thing (including any right) includes a part of that thing, but nothing
in this paragraph implies that performance of part of an obligation constitutes
performance of the obligation;

(f)

a reference to a clause, party or schedule is a reference to a clause of, and a party and
schedule to, this deed poll and a reference to this deed poll includes any schedule;

(g)

a reference to a statute, regulation, proclamation, ordinance or by-law includes all

statutes, regulations, proclamations, ordinances or by-laws amending, consolidating
or replacing it, and a reference to a statute includes all regulations, proclamations,
ordinances and by-laws issued under that statute;

(h)

a reference to an agreement includes an undertaking, deed, agreement or legally

enforceable arrangement or understanding whether or not in writing;

(i)

a reference to a document includes all amendments or supplements to, or

replacements or novations of, that document;

(j)

a reference to a document includes any agreement in writing, or any certificate,

notice, instrument or other document of any kind;

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(k)

a reference to a party to a document includes that partys successors and permitted

assigns;

(l)

a reference to an asset includes all property of any nature, including a business, and
all rights, revenues and benefits;

(m)

a reference to dollars and $ is a reference to the lawful currency of the

Commonwealth of Australia;

(n)

a reference to any time is a reference to that time in Sydney; and

(o)

a reference to a body (including an institute, association or authority), other than the

party, whether statutory or not:
(1)

that ceases to exist; or

(2)

whose powers or functions are transferred to another body,

is a reference to the body that replaces it or substantially succeeds to those of its

powers or functions that relate to the subject matter of this deed poll;
(p)

(q)

a reference to anything that the party must do, or not do, includes:
(1)

its acts, defaults and omissions, whether direct or indirect, and whether on its
own account, or for or through any other person; and

(2)

acts, defaults and omissions that it permits or suffers to be done, or not done,
by any other person; and

a reference to anything done or not done by a trust includes a reference to things done
or not done by the trustee of the trust in the trustees capacity as trustee of the trust.

Use of include and in particular

Use of the expressions include and in particular does not limit the generality of the
preceding words, or exclude anything not expressly included or particularised, unless this
deed poll expressly provides otherwise.

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