GPT : Notice of Extraordinary General Meeting/Proxy Form

11 April 2022

The GPT Group 2022 Annual General Meeting

The GPT Group ('GPT') provides the following documents in respect of the 2022 Annual General Meeting ('AGM') of The GPT Group to be held on Wednesday 11 May 2022 commencing 10.00am (Sydney time):

1. Notice of Meeting and Explanatory Memorandum

• 2. Proxy Form

3. Letter to Securityholders

These documents and GPT's 2021 Annual Report are available athttps://www.gpt.com.au/annual-general-meetings.

-ENDS-

This announcement was authorised for release by The GPT Group's Managing Director and Chief Executive Officer, Bob Johnston.

For more information, please contact:

INVESTORS AND MEDIA

Penny Berger

Head of Investor Relations and Corporate Affairs +61 402 079 955

Level 51, 25 Martin Place, Sydney NSW 2000

www.gpt.com.au

Dear Securityholders,

I am pleased to provide you with details of The GPT Group's 2022 Annual General Meeting (AGM) which will be held at 10:00am (Sydney time) on Wednesday 11 May 2022.

The AGM will be held at the Swissotel Sydney,

68 Market Street, Sydney NSW 2000 and Securityholders may also participate in the meeting online athttps://meetings.linkgroup.com/GPT22.

Participating in the AGM

We encourage Securityholders to participate in, and vote at the meeting online, in person and by proxy.

The online platform enables Securityholders to view the meeting, vote and ask questions during the AGM. You will find instructions on how to use the online platform in the Notice of Meeting, under the heading 'Participating in the Meeting' and in the AGM Online Guide athttps://gpt.com.au/annual-general-meetings.

The health and safety of all attendees is of paramount importance. We will be observing any government requirements that apply based on the COVID-19 situation at the time of the meeting and may adopt other precautionary measures. Please monitor GPT's website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM.

Proxies must be received no later than 10:00am (Sydney time) on Monday, 9 May 2022. You can lodge your proxy vote online through GPT's registry websitehttps://investorcentre.linkmarketservices.com.au. Further information on other methods for voting and proxy submission are outlined in the Notice of Meeting.

Even if you plan to participate online during the AGM, we encourage you to submit a proxy. This will ensure that your vote will be counted if for any reason circumstances change and you cannot participate on the day.

We welcome the opportunity to engage with our Securityholders during the AGM and encourage you to submit any questions you may have relating to the business of the AGM in advance of the meeting by emailing them togpt@linkmarketservices.com.au no later than 5:00pm (Sydney time) on Wednesday, 4 May 2022. We will endeavour to address the frequently asked questions during our presentations and during question time at the AGM.

Business of the AGM

During the AGM, the Managing Director, Bob Johnston and I will make brief presentations before the formal items of business set out in the Notice of Meeting and associated Explanatory Memorandum are considered.

Two of GPT's Directors will stand for re-election as independent Non-Executive Directors at the AGM. Tracey Horton AO was appointed to GPT's Board in May 2019 and is Chairman of the Human Resources and Remuneration Committee. Tracey's significant strategy, governance, risk management and remuneration experience gained across her executive and non-executive roles enhances the Board's ability to oversee GPT's performance and governance. All the Directors (excluding Tracey Horton AO) unanimously recommend Tracey's re-election. Michelle Somerville who was appointed to the Board in December 2015 is also seeking re-election. Michelle is Chairman of the Audit Committee and her significant accounting and audit capability and experience provide a valuable contribution to the Board and Audit Committee.

All the Directors (excluding Michelle Somerville) unanimously recommend Michelle's re-election.

Anne Brennan will be standing for election to the Board as an Independent Non-Executive Director. Anne's appointment will be effective from 1 May 2022 and she brings extensive financial and public company experience to GPT. All the Directors (excluding Anne Brennan) unanimously recommend Anne's election to the Board.

Angus McNaughton has advised that he will not be seeking re-election and will step down at the conclusion of the AGM. Angus has been a Director of GPT since 2018 and has made a significant contribution to the Board and the Committees on which he has served during his tenure.

Two resolutions relate to remuneration, namely the approval of the Remuneration Report for the period to 31 December 2021 and the granting of performance rights to Bob Johnston under the Long Term Incentive (LTI) scheme. The Remuneration Report commences on page 48 of GPT's 2021 Annual Report, which we encourage you to review in advance of the AGM. This and other reports are available on GPT's websitewww.gpt.com.au. Details of the 2022-2024 LTI grant of performance rights to Bob are set out in the Explanatory Memorandum accompanying the Notice of Meeting.

The Board recommends Securityholders vote in favour of each resolution to be considered at the AGM.

For those attending the AGM in person, at the conclusion of the meeting, I invite you to join the Board and our Leadership Team for refreshments.

I look forward to your participation at the AGM and thank you for your continued support of GPT.

Yours sincerely

CHAIRMAN

1

THE GPT GROUP AGM NOTICE OF MEETING 2022

Notice of Meeting

Annual General Meeting of GPT Management Holdings Limited and Annual General Meeting of the General Property Trust (together, GPT)

Notice is given that a meeting of Securityholders 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) (the Trust) (together, the Meeting) at:

Time: 10:00am (Sydney time)Date: Wednesday, 11 May 2022

Place: Swissotel Sydney, 68 Market Street, Sydney NSW 2000

Securityholders may also participate in the Meeting online athttps://meetings.linkgroup.com/GPT22. If you choose to participate this way, you will be able to view the Meeting, cast an online vote during the Meeting, and ask questions online and via telephone. You will not be able to vote over the telephone.

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

Business of the Meeting

Item 1. Directors' Report, Auditor's Report and Financial Statements

To receive the Directors' Report and Financial Statements for the year ended 31 December 2021 together with the Auditor's Report.

Item 2. Resolutions

Resolution 1: Re-election of Ms Tracey Horton AO as a Director

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

"That Ms Tracey Horton AO, who retires in accordance with rule 49 of the Company's Constitution, and being eligible, be re-elected as a Director of the Company."

Resolution 2: Re-election of Ms Michelle Somerville as a Director

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

"That Ms Michelle Somerville, who retires in accordance with rule 49 of the Company's Constitution, and being eligible, be re-elected as a Director of the Company."

Resolution 3: Election of Ms Anne Brennan as a Director

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

"That Ms Anne Brennan, having been appointed as a Director of the Company since the last Annual General Meeting and who ceases to hold office in accordance with rule 48(d) of the Company's Constitution, and being eligible, is elected as a Director of the Company."

Resolution 4: Adoption of Remuneration Report

To consider and, if thought fit, pass the following non-binding resolution of the Company:

"That the Remuneration Report for the year ended 31 December 2021 be adopted."

Votes on this resolution are advisory only and do not bind the Directors, the Company or the Responsible Entity.

Resolution 5: Grant of performance rights to the Company's Chief Executive Officer and Managing Director, Robert Johnston (long term incentive)

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

"That approval is given for all purposes, to grant to the Company's Chief Executive Officer and Managing Director, Mr Robert Johnston, Performance Rights as his long term incentive under the 2022 - 2024 GPT Group Stapled Security Rights Plan on the terms set out in the Explanatory Memorandum to the Notice of Meeting."

Voting Exclusions

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

Resolution 4 (Adoption of Remuneration Report)

In respect of Resolution 4, in accordance with the Corporations Act 2001 (Cth) (the Corporations Act), the Company will disregard any votes cast: » in any capacity, by or on behalf of a member of the key management personnel (KMP) whose remuneration is disclosed in the Remuneration Report and their closely related parties (such as close family members and any controlled companies); or

» as proxy by a member of the KMP at the date of the Meeting and their closely related parties,

unless the vote is cast as a proxy for a person entitled to vote: » in accordance with a direction on the Proxy Form; or

» by the Chairman of the Meeting in accordance with an express authorisation in the Proxy Form to vote as the proxy decides, even though Resolution 4 is connected with the remuneration of the KMP.

Resolution 5 (Grant of performance rights to the Company's Chief Executive Officer and Managing Director, Robert Johnston)

In respect of Resolution 5, in accordance with the ASX Listing Rules and the Corporations Act:

» the Company and the Trust will disregard any votes cast in favour of

Resolution 5 in any capacity by or on behalf of Mr Johnston or any of his associates; and

» in the case of the Company, the Company will disregard any votes cast as a proxy by a member of the KMP at the date of the Meeting and their closely related parties,

unless the vote is cast on Resolution 5:

• » as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or

• » by the Chairman of the Meeting as proxy for a person entitled to vote on the resolution in accordance with an express authorisation to exercise the proxy as the Chairman decides; or

• » by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  › the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  › the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By order of the Board

GROUP COMPANY SECRETARY

11 April 2022

Attending in person

Securityholders may attend the meeting in person at the Swissotel Sydney, 68 Market Street, Sydney NSW 2000.

The health and safety of all attendees is of paramount importance. We will be observing any government requirements that apply based on the COVID-19 situation at the time of the Meeting and may adopt other precautionary measures. Please monitor GPT's website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM.

Attending via the online platform and telephone Securityholders have the option of viewing the Meeting, voting and asking questions in real-time using the online platform or telephone line. Securityholders will not be able to vote over the telephone.

To attend the meeting and ask questions from your land line or mobile device call:

Within Australia: 1800 717 441 or International Number: +61 2 9189 2004

Prior to calling via your land line or mobile device you will need to obtain a unique PIN by contacting Link Market Services on +61 1800 990 363.

GPT recommends logging in to the online platform at least 15 minutes prior to the scheduled start time for the AGM using the instructions below:

Enter the GPT online Meeting linkhttps://meetings.linkgroup. com/GPT22 into a web browser on a mobile or online device;

• » Securityholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN), which is located on your holding or distribution statement; and

• » Proxyholders will need their proxy code which Link Market Services will provide via email no later than 24 hours prior to the AGM. If proxyholders have not received their proxy code, they can call Link Market Services on 1800 025 095 (free call within Australia) or +61 1800 025 095 (outside Australia) to obtain this code on the day of the meeting; and

• » Read and accept the terms and conditions and click "Login".

More information about online and telephone participation in the AGM is available in the AGM Online Guide athttps://gpt.com.au/annual-general-meetings.

Appointment of proxy

Securityholders may appoint proxies (including the Chairman) to cast their votes on their behalf at the AGM. More information on appointing proxies is available on page 4.

This is an excerpt of the original content. To continue reading it, access the original document here.