Stock Exchange Announcement

The Manager

Companies Section

New Zealand Exchange Limited

Off-Market Buy-Back Documents

In accordance with Listing Rule 3.17, enclosed is a copy of the Off-Market Buy-Back Booklet, Buy-Back Tender Forms and Completed Example Forms to be sent to shareholders in connection with the proposed off-market buy-back in conjunction with the proposed merger with General Property Trust.

Yours faithfully LEND LEASE CORPORATION LIMITED

SJ SHARPE Company Secretary

TANAHANAN ANG PANGANANAN SA PANGANANAN Mariji de Sandarija ( 0..................................... THE REAL PROPERTY AND REAL PROPERTY Umu

YOU ARE INVITED TO TENDER SOME OR ALL OF YOUR
LEND LEASE SHARES IN AN OFF-MARKET BUY-BACK

This Booklet is important
and requires your immediate attention. You should read all of this document. If you and in any doubt as to what
you should do, you should
consult your investment, financial, taxation or other professional adviser

IMPORTANT NOTICES

What is this document

This document (the Off-Market Buy-Back Booklet) provides shareholders of Lend Lease Corporation Limited (ACN 000-226-228) (Lend Lease) with accitional details of the proposed off-market buy-back tender to be offered by Lend Lease in conjunction with its
proposed merger with General Property Trust (ARSN 090-110-357) (GPT) by way of stapling of Lend Lease Shares to GPT Units (the Merger) to form the "Lend Lease Group" (the Merged Group). It provides important information to assist Lend Lease Shareholders in deciding whether to offer to sell their Lend Lease Shares under the Off-Market Buy-Back.

Responsibility statement

The information concerning Lend Lease and the intentions, views and opinions of Lend Lease and its directors contained in each Merger Document and this Off-Market Buy-Back Booklet (the Lend Lease Information) have been prepared by Lend Lease and its directors and is the responsibility of Lend Lease. GPT Management and its directors and officers do not assume any responsibility for the accuracy or completeness of the Lend Lease Information.

The information concerning GPT (including the information contained in section 9 of the Explanatory Memorandum) and the intentions, views and opinions of GPT Management and
its directors contained in this Off-Market Buy-Back Booklet and in each Merger Document (the GPT Information) have been prepared by GPT Management and its directors and are the responsibility of GPT Management. Lend Lease and its directors and officers do not assume any responsibility for the accuracy or completeness of the GFT information The information concerning the Merged Group has been prepared jointly by Lend Lease and GPT Management based on information each entity has provided to the other

US securities law disclaimer

The Merger kwolves an exchange ander the US Securities Act of 1933, as amended ithe Securities Act) of Lend Lease Shares for Stabled Securities that are comprised of Lend Lease Shares and units in GPT which is a non-US entity. The proposed Merger and the issue of Stapled Securities are subject to Australian disclosure requirements, which are different from those of the United States of America (US). Financial statements included in the Off-Market Buy-Back Booklet and the Merger Documents have been prepared in accordance with Australian accounting standards and Australian generally accepted accounting principles (GAAP) which may not be comparable to the financial statements of a US company. For Lend Lease Shareholders resident in the US, there are significant differences between Australian GAAP and US GAAP and these differences.
might be material. The financial information included in the Merger Documents was prepared with a view towards compliance with Australian practice and not US Securities. .
and Exchange Commission (SEC) guidelines and rules. Further information for Lend. Lease Shareholders resident in the US about these matters is set out in section 11.6 of the Explanatory Memorandum.

It may be difficult for you to enforce your rights and any claim you may have arising under the US federal securities laws, as Lend Lease and GPT Management are located $\tilde{k}$ Australia, and some or all of their respective officers and directors may be residents of countries other than the US. You may not be able to sue Lend Lease or GPT Management or their respective officers or directors in a non-US court for violations of the US securities. laws. It may be difficult to compel Lend Lease and GPT Management and their affiliates to subject themselves to a US court's judgment. You should be aware that Lend Lease may
repurchase Lend Lease Shares and subscribe for GPT Units through other transactions which are described in the Merger Documents.

The Stapled Securities have rad been registered under the Securities Act, or any applicable US state securities laws. Such securities may not be offered or sold in the US unless such securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.

Notice to Lend Lease Shareholders in jurisdictions other than Australia

The Off-Market Buy-Back Booklet and the Merger Documents are subject to Australian. disclosure requirements. The financial information in the Off-Market Buy-Back Scokie and the Merger Documents has been prepared in accordance with Australian GAAP and is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act. Australian disclosure requirements and Australian GAAP may be different from those applicable in other jurisdictions. Lend Lease Shareholders who are subject to taxation outside Australia should consult their tax adviser as to the applicable tax consequences of the Off-Market Briv-Back.

This Off-Market Buy-Back Booklet does not constitute an offer to purchase securities in any place in which, or to any person to whom, it would not be lawful to make such an offer, important information in relation to the Off-Market Buy-Back for Lend Lease Shareholders resident in jurisdictions other than Australia is set out in section 6 of this Off-Market Buy-Back Booklet, in particular, Lend Lease Shareholders resident in the United Kingdom, Singapore and Hong Kong should read the additional information set out in sections 6.2, 6.3 and 6.4 respectively.

Privacy

Lend Lease may collect personal information in the process of implementing the Off-Market Bay-Back. Such information may include the name, contact details and security holdings Exploration, continuously in the primary purpose of the collection of personal information
is to assist Lend Lease implement the Off-Market Buy-Back. Personal information of the type described above may be disclosed to the share registry of Lend Lease, print and mail .
service providers, sufhorised securities brokers, related bodies corporate of Lend Lease.
Lend Lease's advisers in relation to the Off-Market Buy-Back and financial institutions in respect of payments to you in connection with the Off-Market Buy-Back. Lend Lease-Shareholders have certain rights to access personal information that has been collected. Lend Lease Shareholders should contact Lend Lease's share registry in the first instance, if they wish to access their personal information.

	Important Dates	2
	Chairman's Letter	3
1	Details of the Buy-Back and tender process	4
2	How do I participate in the Off-Market Buy-Back?	10
3	Australian tax considerations for Shareholders	13
4	Effects of the Off-Market Buy-Back on Lend Lease and the Merger	22
5	Additional information on the Off-Market Buy-Back	26
6.	Additional information for international investors	29
7	Examples of the Off-Market Buy-Back pricing and scale back methodology	31
8	Defined terms and interpretation	34
	Withdrawal/Amendment Form	37

Off-Market Buy-Back

IMPORTANT

Event
Buy-Back Record Date - record date for determining entitlements of Lend Lease Shareholders to participate in the Off-Market Buy-Back
First day on which Eligible Shareholders can submit a Tender under the Off-Market Buy-Back
Meetings of Lend Lease Shareholders held to approve the Merger and the Off-Market Buy-Back
Last day for Lend Lease Shares to trade with entitlement to participate in Merger Dividends
Last day on which Eligible Shareholders can submit a Tender under the Off-Market Buy-Back Tenders must be received by the Share Registry no later than 7.00pm
Record date for determining entitlements to the Merger Dividends
Announcement of Buy-Back Price and number of Lend Lease Shares being bought back under the Off-Market Buy-Back
Buy-Back Date - Off-Market Buy-Back applications processed, transfers registered and shares cancelled
Lend Lease Shares from unsuccessful Tenders released
Last day of trading in Lend Lease Shares on ASX
Sale proceeds paid on or before this date for Lend Lease Shares purchased under the Off-Market Buy-Back

The Off-Market Buy-Back will be open for Tenders to be submitted during the period which commences before, and closes 13 days after, the meetings of Lend Lease Shareholders at which resolutions to approve the Off-Market Buv-Back and the Merger will be considered.

The record date for the Merger Dividends is 3 December 2004. The entitlement to the Merger Dividends of any Lend Lease Shareholder who sells their Lend Lease Shares under the Off-Market Buy-Back will not be affected by the Off-Market Buy-Back, However, since the Lend Lease Shares will trade "ex" the Merger Dividends before the Buy-Back Date, you should take into account, among other things, the impact of the Merger Dividends on the price of Lend Lease Shares in submitting a Tender under the Off-Market Buy-Back.

All dates and times are indicative only and Lend Lease reserves the right to change these dates. Any changes to the above timetable will be notified on Lend Lease's website, www.lendlease.com.au. and announced to the ASX. All references to time in this Off-Market Buy-Back Booklet (including the timetable above) are references to the time in Sydney, New South Wales except where stated otherwise.

CHAIRMAN'S LETTER

Dear Shareholder

On 6 August 2004, Lend Lease confirmed its intention to undertake an off-market share buy-back in conjunction with the proposed merger with General Property Trust. Details of this Off-Market Buy-Back are contained in this Off-Market Buy-Back Booklet together with the Overview of the Off-Market Buy-Back and the Explanatory Memorandum for the upcoming meetings at which Lend Lease will seek shareholder approval for the Off-Market Buy-Back and the Merger, which you should have recently received.

Lend Lease proposes to buy back up to \$388 million of Lend Lease Shares, subject to shareholder approval, under an off-market tender buy-back prior to the Merger. This booklet invites you to offer to sell your Lend Lease Shares to Lend Lease in the Off-Market Buy-Back.

Shareholders may offer to sell some or all of their Lend Lease Shares at:

any of the specified prices within the range of \$10.80 to \$12.40;
at a price determined by the particular shareholder which is a multiple of \$0.10 above \$12.40 by submitting an Outlying Price Tender; or
at the Buy-Back Price determined by Lend Lease through the tender process by submitting a Final Price Tender. The Buy-Back Price will be the lowest price, being a price greater than or equal to \$10.80, that enables Lend Lease to purchase the desired amount of Lend Lease Shares.

This Off-Market Buy-Back differs from recent off-market buy-backs conducted by other major listed companies. Those off-market buy-backs were either funded entirely out of share capital, or contained a franked dividend component. Participating in an off-market buy-back with a franked dividend component offers the benefit of a franking credit "tax offset" (a credit against your tax payments) equal to the franking credit attached to the dividend component. No franking credits are available under this Off-Market Buy-Back. The dividend component in this case will be unfranked.

The treatment of the majority of the Buy-Back Price as an unfranked dividend may make participating in the Off-Market Buy-Back unattractive when compared to selling Lend Lease Shares on the ASX, even if the Buy-Back Price is higher than the price on the ASX. The specific tax implications of participating in the Off-Market Buy-Back will depend on your individual circumstances and accordingly, you should seek your own professional advice.

You may choose whether to offer to sell some, all or none of your Lend Lease Shares through the Off-Market Buy-Back. If you wish to submit a Tender, your completed and signed Tender Form must be received by the Share Registry or, if you hold your Lend Lease Shares in CHESS, your controlling participant must process your Tender, no later than 7pm on Tuesday, 30 November 2004. Further details about how to submit a Tender are contained in section 2 of this booklet and on the back of your personalised Tender Form.

You should note that Lend Lease may choose (at its complete discretion) not to buy back any Lend Lease Shares under the Off-Market Buy-Back. For example, this may occur if the Lend Lease directors in their business judgement consider that the Buy-Back is not reasonable as to price or not otherwise in the interest of holders of Stapled Securities in the Merged Group, In addition, the Off-Market Buy-Back is subject to approval of the Buy-Back Resolution and approval of the Merger at the general meetings on 17 November 2004. If these resolutions are not passed then the Off-Market Buy-Back will not proceed. Shareholders who tender their Lend Lease Shares to Lend Lease in the Off-Market Buy-Back will still be entitled to vote (in accordance with the voting rights attached to their Lend Lease Shares) at the general meetings.

This booklet sets out the terms of the Off-Market Buy-Back and other information to assist you in making a decision as to whether you wish to submit a Tender. Please consider this booklet carefully and, if you are in any doubt as to the action you should take, consult your professional adviser. If you have any queries in relation to the Off-Market Buy-Back, please phone the Lend Lease Merger Information Line in Australia on 1300 302 138 or internationally on +61 2 9240 7468.

Yours sincerely

David Crawford Chairman

This section answers some of the questions that you may have about the Off-Market Buy-Back. Further details are set out elsewhere in this booklet. You should read all of this booklet.

1.1 Why is Lend Lease proposing to buy back Lend Lease Shares off-market?

As a result of the sale of a number of businesses, Lend Lease currently has surplus capital which it was returning to its shareholders through on-market buy-backs. Given the proposed merger with GPT and consistent with the merger terms agreed with the independent directors on behalf of GPT, it is not possible to complete the planned on-market buy-backs before the Merger is implemented. Therefore, Lend Lease proposes to complete its previously announced level of buy-backs through a pre-Merger off-market buy-back. The Lend Lease Directors believe that completing an off-market buy-back before the Merger is completed offers various advantages for Lend Lease Shareholders.

(a) Gearing levels

The Off-Market Buy-Back, together with other measures being undertaken as part of the Merger, will allow the Merged Group to achieve a level of gearing from commencement of the Merger that is within the long term target range of gearing for the Merged Group. Section 4.1 highlights the impact of the Off-Market Buy-Back on gearing of the Merged Group.

(b) Aligns future sources and uses of capital

Lend Lease considers it is more likely that future acquisitions by the Merged Group that require equity funding will be of investment properties that would be held by GPT rather than businesses or development assets that would be owned by Lend Lease. Given this, Lend Lease considers it is appropriate to return capital from where there is currently excess capital (Lend Lease) and, when acquisitions requiring equity funding are made, to raise capital at that time. Future equity raisings would involve the issue of Stapled Securities, which will result in part of the capital being raised from the issue of units in GPT and part from the issue of shares in Lend Lease.

(c) Alternative to participation in stapling

The Off-Market Buy-Back provides an alternative to some Lend Lease Shareholders who do not wish to receive Stapled Securities or participate in the Cash Sale Facility if the Merger proceeds. A summary of advantages and disadvantages of participation in the Off-Market Buy-Back against other available alternatives is set out at sections 1.17 to 1.19 below.

1.2 How many Lend Lease Shares does Lend Lease propose to buy back?

The maximum value of Lend Lease Shares that will be bought back under the Off-Market Buy-Back is \$388 million.

The \$388 million represents the maximum value of Lend Lease Shares that may be repurchased under the Off-Market Buy-Back rather than the actual value of Lend Lease Shares that will definitely be bought back. It does not represent a commitment to repurchase a number of Lend Lease Shares equal to that value. Lend Lease may, in its absolute discretion, decide to buy back less than this amount or no Lend Lease Shares at all.

At the close of the Buy-Back Period, Lend Lease will determine the total value of Lend Lease Shares it wishes to buy back under the Off-Market Buy-Back (Buy-Back Amount) having regard to a number of factors including the number of Lend Lease Shares tendered in the Off-Market Buy-Back, the sale prices tendered and whether some or all of the funds to be applied in the Off-Market Buy-Back may be more appropriately used to fund any identified acquisitions consistent with the Merged Group's strategic objectives.

The number of Lend Lease Shares bought back in the Off-Market Buy-Back will depend on the Buy-Back Amount and the Buy-Back Price (see section 1.5 below) but will not be more than 35,925,925.

1.3 Am I eligible to offer to sell Lend Lease Shares in the Off-Market Buy-Back?

You may offer to sell Lend Lease Shares in the Off-Market Buy-Back that are registered in your name on Tuesday 26 October 2004 and which, in accordance with the ASTC Settlement Rules, confer an entitlement to participate in the Off-Market Buy-Back unless you are an Excluded Foreign Buy-Back Participant (see section 1.4).

The maximum number of Lend Lease Shares you may Tender if you are an Eligible Shareholder is set out on your personalised Tender Form.

1.4 What if I am an Excluded Foreign Buy-Back Participant?

Only Lend Lease Shareholders who:

are resident in Australia, New Zealand, the US or Germany; or
otherwise meet certain eligibility criteria (as set out in section 6),

will be entitled to participate in the Off-Market Buy-Back. All other Lend Lease Shareholders are Excluded Foreign Buy-Back Participants.

If you are an Excluded Foreign Buy-Back Participant you are not entitled to offer to sell Lend Lease Shares in the Off-Market Buy-Back. Some of the alternatives available to Excluded Foreign Buy-Back Participants are set out in section 1.17. Further information in relation to Excluded Foreign Buy-Back Participants is set out in section 6.

1.5 What price will I receive for my Lend Lease Shares?

The Buy-Back Price will be the lowest price within the range of prices tendered (but not necessarily within the Tender Range), being a price greater than or equal to \$10.80 per Share, that will enable Lend Lease to purchase the number of Lend Lease Shares it determines to buy back.

Lend Lease intends to announce the Buy-Back Price to the ASX on 6 December 2004.

You will be paid the Buy-Back Price for each of your Lend Lease Shares that are bought back (even if your Tender Price is below the Buy-Back Price).

1.6 Do I have to sell my Lend Lease Shares?

No. If you do not want to sell any of your Lend Lease Shares in the Off-Market Buy-Back, you do not need to take any action. If you take no action, none of your Lend Lease Shares will be sold to Lend Lease pursuant to the Off-Market Buy-Back.

1.7 How long will the Off-Market Buy-Back be open?

The Off-Market Buy-Back will be open from 1 November 2004 to Tuesday, 30 November 2004. Lend Lease may extend this period, but does not expect to do so. If the Buy-Back Period is extended, the new Closing Date will be announced to the ASX.

1.8 How do I submit a Tender?

See section 2 for details of how to submit a Tender. Detailed instructions are also set out on your Tender Form.

1.9 At what prices can I offer to sell my Lend Lease Shares?

Eligible Shareholders may tender some or all of their Lend Lease Shares at:

specified prices in the range from \$10.80 to \$12.40;
at a price determined by the Eligible Shareholder which is a multiple of \$0.10 above \$12.40 by making an Outlying Price Tender (see section 1.10); or
the Buy-Back Price, whatever it is determined to be, by making a Final Price Tender (see section 1.11).

Shareholders may Tender different blocks of their Lend Lease Shares at different Tender Prices.

You should note that, assuming the conditions to the Merger are satisfied, in addition to the Buy-Back Price you receive in respect of any Lend Lease Shares purchased by Lend Lease under the Off-Market Buy-Back you will receive the Merger Dividends on those shares. Lend Lease Shares will trade "ex" the Merger Dividends (ie without the entitlement to participate in Merger Dividends) after Friday 26 November 2004. As this date occurs before the Buy-Back Date, you should take into account, among other things, the impact of the Merger Dividends on the price of Lend Lease Shares In determining any Tender Prices. In determining any Tender Prices you may also wish to take advice and consider your individual after-tax position in selling Lend Lease shares under the Off-Market Buy-Back compared to other methods of sale (see also the lilustrations and other tax considerations set out in section 4).

1.10 What is an Outlying Price Tender?

An Outlying Price Tender is a Tender at a price above \$12.40 (being the maximum price in the Tender Range) determined by you which is a multiple of \$0.10 above \$12.40 (that is, you may make an Outlying Price Tender at \$12.50, \$12.60, \$12.70, and so on).

Details of how to submit an Outlying Price Tender are set out in section 2.1.

1.11 What is a Final Price Tender?

A Final Price Tender is a Tender that means you are willing to sell your Lend Lease Shares at the Buy-Back Price, whatever it is determined to be under the tender process.

This price will not be lower than \$10.80 per Lend Lease Share. Final Price Tenders are designed to make it easier for shareholders to successfully participate in the Off-Market Buy-Back. Final Price Tenders will only be scaled back if the total number of Lend Lease Shares tendered at \$10.80 and as Final Price Tenders is more than Lend Lease decides to buy back.

1.12 How will Lend Lease determine successful Tenders?

The process for determining successful Tenders will depend on the Buy-Back Price.

If you tender Lend Lease Shares at or below the Buy-Back Price, or as a Final Price Tender, your Tender will be successful and your Lend Lease Shares will be bought back, subject to any scale back (see section 1.13).

If you tender your Lend Lease Shares at a price above the Buy-Back Price, your Tender will not be successful and your Lend Lease Shares will not be bought back.

1.13 What is a scale back?

A scale back mechanism may apply if the total number of Lend Lease Shares tendered at or below the Buy-Back Price and as Final Price Tenders is more than the total number of Lend Lease Shares Lend Lease decides to buy back.

If the Buy-Back Price is \$11.00 or higher and Lend Lease determines that a scale back is required:

Tenders below the Buy-Back Price and Final Price Tenders will be accepted in full:
Priority Tenders (see section 1.14 below) will be accepted in full;
the balance of Tenders at the Buy-Back Price (other than Priority Tenders) will be scaled back on a pro rata basis; and
Tenders above the Buy-Back Price will be rejected.

If the Buy-Back Price is \$10.80 and Lend Lease determines that a scale back is required:

Priority Tenders will be accepted in full;
-- the balance of Tenders at \$10.80 and Final Price Tenders (other than Priority Tenders) will be scaled back on a pro rata basis; and
-- Tenders above the Buy-Back Price will be rejected.

When the scale back is calculated, all fractions will be rounded down to the nearest whole Share. See section 7 for examples of how the scale back mechanism will work in practice.

If you want to reduce the likelihood of any scale back applying to your Tender, you may consider submitting a Final Price Tender.

1.14 What is a Priority Tender?

A Priority Tender is a Tender submitted by an Eligible Shareholder who tenders all of their Eligible Buy-Back Shares at the Buy-Back Price, below the Buy-Back Price and/or as a Final Price Tender and who, where there is a scale back, would have had a Small Holding (500 ordinary shares or fewer) at the close of the Buy-Back Period as a result of the scale back. All Lend Lease Shares registered in your name at the close of the Buy-Back Period will be included in assessing whether your Tender is a Priority Tender. Priority Tenders will be accepted in full.

1.15 How and when will I receive payment for Lend Lease Shares bought back?

Lend Lease will despatch payment for Lend Lease Shares bought back, on or before 20 December 2004.

If you have an existing direct credit authority for the payment of dividends on your Lend Lease Shares recorded on Lend Lease's share register on 3 December 2004, all proceeds due to you under the Off-Market Buy-Back will be credited to your nominated bank account. If you wish to receive payment for Lend Lease Shares bought back in a form that is different from your current direct credit instructions for payment of dividends on your Lend Lease Shares, please contact ASX Perpetual Registrars Limited by 3 December 2004 on 1800 230 300 or +61 2 8280 7123 if you are calling from outside Australia.

In all other cases Lend Lease will send you a cheque for the proceeds. Cheques and direct credit advices will be sent, at your risk, by mail addressed to you at your address as shown on Lend Lease's share register at 7.00pm on 3 December 2004. Payments to the accounts and dispatch of cheques as specified above will satisfy Lend Lease's obligation to pay you for any Lend Lease Shares bought back.

If you are a resident of New Zealand with a direct credit authority recorded on Lend Lease's Share Register on 3 December 2004, or you are a resident of the United Kingdom, and your Lend Lease Shares are bought back, Lend Lease will pay you the Buy-Back Price for each Lend Lease Share bought back by direct credit in New Zealand dollars or cheque in pounds sterling respectively. Otherwise you will be paid in Australian dollars. To determine the amounts payable in currencies other than Australian dollars, the Buy-Back proceeds will be converted into the relevant currency at the applicable exchange rate on 6 December 2004 as determined by Lend Lease.

1.16 What happens if I do not participate?

If you do nothing, the number of Lend Lease Shares you hold will not change as a result of the Off-Market Buy-Back.

In addition, each Lend Lease Share that you hold as at the Stapling Record Date will participate in the Merger and you will hold Stapled Securities and receive the Merger Dividends described in the "Participate in the Merger and Receive Merger Dividends" option in the "Shareholder Choices" section of the Explanatory Memorandum for each Lend Lease Share held at the Stapling Record Date, unless you choose to (or must) participate in the Cash Sale Facility.

Lend Lease Shares held by Excluded Foreign Shareholders on the Stapling Record Date will automatically participate in the Cash Sale Facility and confer an entitlement to the Merger Dividends described in the "Sell for Cash through the Cash Sale Facility" option in the "Shareholder Choices" section of the Explanatory Memorandum.

Further details about the Merger, the Cash Sale Facility and Excluded Foreign Shareholders are set out in the Explanatory Memorandum.

1.17 What alternative means of disposal are available if I do not participate in the Off-Market Buy-Back?

The Off-Market Buy-Back offers an alternative means of disposal of some Lend Lease Shares to those Eligible Shareholders who do not want to (or who cannot) receive Stapled Securities under the Merger.

Other alternatives for Lend Lease Shareholders who do not participate in the Off-Market Buy-Back are:

dispose all or some of their Lend Lease Shares in the Cash Sale Facility, and receive a cash amount for the Stapled Securities they would have otherwise received under the Merger (see section 12 of the Explanatory Memorandum); or
sell their Lend Lease Shares on the ASX at any time before the close of trading on the last day of trading of Lend Lease Shares (expected to be 6 December 2004); or
» sell their Stapled Securities on ASX at any time after implementation of the Merger.

Advantages and disadvantages of participation in the Off-Market Buy-Back compared to these other alternatives are set out below.

However, by making the Tender Invitation and in setting the Tender Range, Lend Lease and its financial advisers are not making any recommendation or giving any advice on the value of Lend Lease Shares or Stapled Securities or whether (or how) you should sell your Lend Lease Shares or Stapled Securities. Before you decide what to do with your Lend Lease Shares or Stapled Securities, Lend Lease recommends that you seek professional advice.

1.18 What are the possible advantages of participating in the Off-Market Buy-Back compared to participating in the Cash Sale Facility?

The possible advantages of participating in the Off-Market Buy-Back compared to participating in the Cash Sale Facility include:

-- the Off-Market Buy-Back will operate as a competitive tender process. It allows you, as an Eligible Shareholder, to tender your shares at specified prices within a tender range or at a price chosen by you above the tender range, meaning that you can propose the minimum price at which you are prepared to have your participating shares bought back. Under the Cash Sale Facility, you have no control over the final sale price. The price obtained under the Cash Sale Facility may be more or less than the Buy-Back Price; and
» you will be sent any proceeds of sale owing to you under the Off-Market Buy-Back by 20 December 2004. Under the Cash Sale Facility, you will need to wait until after the bookbuild process is complete before you receive any money for your participating Lend Lease Shares. This may not occur until 31 December 2004.

1.19 What are the possible advantages of participating in the Off-Market Buy-Back compared to selling on-market?

The possible advantages of participating in the Off-Market Buy-Back compared to selling on-market before the close of trading on the last day of trading of Lend Lease Shares include that the Off-Market Buy-Back will allow you to sell your Lend Lease Shares without necessarily appointing a stockbroker or paying any brokerage fees.

1.20 What are the possible disadvantages of participating in the Off-Market Buy-Back compared to the other alternatives?

The possible disadvantages of participating in the Off-Market Buy-Back compared to the other alternatives include:

for taxation purposes, part of the Buy-Back Price will be treated as capital and the balance will be treated as an unfranked dividend in the hands of participating Lend Lease Shareholders. Some Lend Lease Shareholders may have personal taxation reasons which make participation in the Off-Market Buy-Back (or in particular, below a partícular price) undesirable in their individual circumstances (including, for example, by comparison to sale on market through the ASX). Section 3 includes further details about the tax consequences of participating in the Off-Market Buy-Back to assist consideration of applicable personal tax issues. It is important that Lend Lease Shareholders should seek their own tax advice before deciding to tender shares in the Off-Market Buy-Back and at what price

to tender. The tax treatment of the Off-Market Buy-Back differs materially from other buy-backs conducted in the Australian market (particularly due to the fact that the majority of the Buy-Back Price will be treated as an unfranked dividend):

you may not have all of the Lend Lease Shares tendered under the Off-Market Buy-Back bought back due to the Buy-Back Price and scale back mechanism. Participation in the Cash Sale Facility ensures that all the Lend Lease Shares that a Shareholder has elected to participate in the Cash Sale Facility will be disposed of, although the price that those Lend Lease Shares will be sold for is unknown;
the Buy-Back Price may be less than the price you could have obtained by selling your Lend Lease Shares on-market before 6 December 2004 or participating in the Cash Sale Facility (although the Buy-Back Price could also be higher); and
if you participate in the Off-Market Buy-Back, you may need to wait until 20 December 2004 to be sent any money for your participating Lend Lease Shares. You should receive your sale proceeds sooner if you sell your Lend Lease Shares on-market before 6 December 2004.

1.21 How have Lend Lease's Shares performed recently?

The closing price of Lend Lease Shares on 19 October 2004 was \$11.77.

The highest and lowest closing sale prices of Lend Lease Shares during each of the preceding three months were as follows:

Lend Lease Share price (at close of trade)
Last recorded sale price (as at 19 October 2004)
Previous 3 months:

$1$ OW $\cdot$
Sale price immediately before initial merger proposal announced
by Lend Lease (as at 20 May 2004)

The share price performance of Lend Lease Shares from 1 January 2004 to 19 October 2004 is illustrated in the chart below:

122 Can I withdraw or amend my Tender?

Yes. You may withdraw or amend your Tender prior to the close of the Buy-Back Period by following the procedures set out in section 2.2.

1.23 Can I trade or deal with my Lend Lease Shares after submitting a Tender?

If you have tendered Lend Lease Shares in the Off-Market Buy-Back, you should not sell or offer to sell those Lend Lease Shares unless you have first withdrawn your Tender as set out below. In addition, you should not convert the Lend Lease Shares from an Issuer Sponsored Holding to a CHESS Holding or vice versa or move them between CHESS Holdings (for instance, if you change your HIN (holder identification number) and your controlling participant). Once you have submitted a Tender, the number of Lend Lease Shares you have tendered will be locked and placed in a "subposition" in Lend Lease's share register. You will not be able to effect a dealing in those Lend Lease Shares until those Lend Lease Shares are released from the subposition. For the Lend Lease Shares to be released from the subposition you must withdraw or amend your Tender in accordance with the procedures set out in section 2.2. Withdrawals or amendments made in accordance with these procedures may not take immediate effect. You should take this into consideration if you wish to sell any of the Lend Lease Shares for which you have submitted a Tender. If you sell or offer to sell any Lend Lease Shares after you submit a Tender, and at the Buy-Back Date you do not hold at least the number of Lend Lease Shares you have tendered, Lend Lease will treat your Tender(s) as if you had tendered the number of Lend Lease Shares held by you at the Closing Date.

Lend Lease Shares subject to unsuccessful Tenders will be released from the subposition by 6 December 2004.

This does not however preclude you from lodging an Election Form under the Cash Sale Facility in respect of some or all of your Lend Lease Shares. If you do, then under the terms of the Cash Sale Facility, you will be deemed to have agreed to sell the Lend Lease Shares in respect of which you have lodged an Election Form except to the extent that Lend Lease has accepted your Tender of those Lend Lease Shares under the Off-Market Buy-Back.

1.24 Can I vote at shareholders' meetings if I tender my Lend Lease Shares?

Yes. Shareholders who tender Lend Lease Shares in the Off-Market Buy-Back will still be entitled to vote (in accordance with the voting rights attached to their Lend Lease Shares) at the meetings of Lend Lease Shareholders on 17 November 2004 (including in relation to resolutions relating to the Off-Market Buy-Back and the Merger) and at any other general meeting that is held before the Closing Date.

1.25 What are my dividend entitlements if I tender my Lend Lease Shares?

Shareholders who tender their Lend Lease Shares in the Off-Market Buy-Back will be entitled to any dividends (in accordance with the dividend rights attached to their Lend Lease Shares) where the record date for the dividend occurs prior to the Buy-Back Date. This means that Eligible Shareholders will (assuming that the Merger proceeds) be entitled to receive the Merger Dividends of 56.2 cents per Lend Lease Share (comprising a special fully franked dividend of 23.8 cents and an additional pre-Merger unfranked dividend of 32.4 cents) for any Lend Lease Shares bought back in the Off-Market Buy-Back.

A shareholder will have no further dividend rights from the Buy-Back Date in relation to shares acquired, or to be acquired, by Lend Lease under the Off-Market Buy-Back.

1.26 Will the Off-Market Buy-Back proceed if the Buy-Back Resolution is NOT passed at the Annual General Meeting?

No. If shareholders do not approve the Buy-Back Resolution or do not approve the Merger, the Off-Market Buy-Back will not proceed.

1.27 Is the Off-Market Buy-Back subject to any conditions?

Completion of the Off-Market Buy-Back is subject to:

Lend Lease Shareholders passing the Buy-Back Resolution; and
satisfaction (or, where applicable, waiver) of the Merger Conditions (as outlined in section 10.4 of the Explanatory Memorandum).

These conditions must be satisfied (or waived) on or before the Buy-Back Date (or such later date as Lend Lease may announce to the ASX).

In addition, Lend Lease may, in its absolute discretion, decide to reduce the total dollar amount applied to the Off-Market Buy-Back, not proceed with the buy-back or amend or terminate the buy-back at any time prior to the date on which Lend Lease enters into any buy back agreements (expected to be 6 December 2004), by making an announcement to that effect to the ASX. Before proceeding with the Off-Market Buy-Back, the Lend Lease Directors will need to be satisfied that the Off-Market Buy-Back is reasonable as to price and is in the best interests of proposed holders of Stapfed Securities.

For example, Lend Lease would not proceed with the Off-Market Buy-Back if the Lend Lease Directors formed the view that the capital that would otherwise fund the Off-Market Buy Back would be better used for some other purpose, including if any suitable acquisitions are identified that are likely to provide higher returns to Stapled Security holders than expected returns from the Off-Market Buy-Back.

Shareholders should appreciate that by providing for Tenders to be made at the prices in the Tender Range and Outlying Tender Prices, Lend Lease does not purport to give any indication that the Directors will necessarily form the view that any of these Tender Prices will be reasonable in the circumstances or that proceeding with the Off-Market Buy-Back at any Tender Price will be in the best interests of proposed holders of Stapled Securities.

2.1 How do I submit a Tender?

STEP 1 - Decide how many Lend Lease Shares you wish to sell

The Tender Form accompanying this booklet sets out the maximum number of Lend Lease Shares you can tender in the Off-Market Buy-Back. If you are an Eligible Shareholder, you may Tender any number of Lend Lease Shares up to that maximum number.

STEP 2 - Decide at what price you are willing to sell

You need to indicate on the Tender Form the price or prices at which you are willing to sell those Lend Lease Shares that you decide to sell. You may offer to sell any or all of your Eligible Buy-Back Shares by either:

(a) a Tender at the specified prices from \$10.80 to \$12.40 per Share set out on the Tender Form;

(b) a Final Price Tender (see section 1.11); or

(c) an Outlying Price Tender (see section 1.10) at a price determined by you which is a multiple of \$0.10 above \$12.40.

You may submit Tenders to sell different parcels of your Lend Lease Shares at different prices. For example, you may offer to sell one portion of your Lend Lease Shares at a fixed price (say, \$10.80) and another portion as a Final Price Tender (or as an Outlying Price Tender). You may also submit Tenders to sell different parcels of your Lend Lease Shares at more than one Outlying Tender Price.

If you have a CHESS Holding and you wish to submit an Outlying Price Tender, you will need to instruct your controlling participant (normally your broker) in sufficient time for them:

(a) to process your Tender; and

(b) submit an email to the Share Registry setting out the following information (Outlying Tender Price Instructions):

(1) your Holder Identification Number;
(2) the Outlying Tender Prices at which you wish to sell your Lend Lease Shares;
(3) the number of Lend Lease Shares you wish to sell at each Outlying Tender Price specified;
(4) your controlling participant's PID; and
(5) the Chess Message Reference identifying the Tender or Tenders to which the Outlying Tender Price Instructions relate.

If your controlling participant submits a Tender as an Outlying Price Tender but does not submit Outlying Tender Price Instructions in relation to that Tender so that they are received by the Share Registry by 7pm on 30 November 2004, you will be deemed to have tendered the Lend Lease Shares the subject of that Tender at \$12.50.

STEP 3 - Submit your Tender(s) by 7pm (Sydney time) on 30 November 2004

The way you submit your Tender will depend on the type of holding you have. This will be specified on your Tender Form. (a) Issuer Sponsored Holdings (Green form)

You must complete and sign your Tender Form and send it so it is received by the Share Registry by 7pm Sydney time on Tuesday, 30 November 2004 at:

If sending by mail:

Lend Lease Off-Market Buy-Back ASX Perpetual Registrars Limited Locked Bag A14 SYDNEY SOUTH NSW 1235

If delivering by hand/courier:

Lend Lease Off-Market Buy-Back ASX Perpetual Registrars Limited Level 8 580 George Street SYDNEY NSW 2000

You can use the enclosed reply-paid envelope if you are posting in Australia.

Your Tender Form will not be accepted by Lend Lease unless it is actually received at either of the above addresses by 7pm Sydney time on Tuesday, 30 November 2004. You should allow sufficient time for this to occur.

(b) CHESS Holdings (Blue form)

If you have a CHESS Holding, you must contact your controlling participant (normally your broker) in sufficient time for them to process your Tender, and if required, your Outlying Tender Price Instructions, by 7pm Sydney time on Tuesday, 30 November 2004. Tenders (and, where applicable, Outlying Tender Price Instructions) which are not fully processed before this time will not be accepted. The name of the controlling participant who manages your CHESS Holding as at the Buy-Back Record Date is printed on your Tender Form.

You should not send your Tender Form to the Share Registry as they cannot process your form. Only your controlling participant can tender on your behalf.

If you are a CHESS Holder, you may receive written confirmation from CHESS of the Tenders made on your holding by your controlling participant, Irrespective of its wording, this confirmation is not an acceptance by Lend Lease of any Tender.

2.2 Can I amend or withdraw my Tender?

Once you have submitted a Tender, you may only withdraw or amend your Tender by following the procedures set out below. Withdrawals or amendments made in accordance with these procedures may not take immediate effect. You should take this into consideration if you wish to sell any of the Lend Lease Shares for which you have submitted a Tender.

(a) Issuer Sponsored Holdings

Withdrawal of Tenders

If you wish to withdraw all of your Tenders, you must tick the "Withdrawal Box" on the Withdrawal/Amendment Form at the back of this booklet, complete your shareholder details, sign the form and send it to the Share Registry at the address provided in section 2.1(a) so that it is received by no later than 7pm Sydney time on Tuesday, 30 November 2004. You may not withdraw your Tender after this time.

Amendment of Tenders

If you wish to change the terms of all or some of your Tenders or you wish to withdraw some (but not all) of your Tenders, you must tick the "Amendment Box" on the Withdrawal/Amendment Form at the back of this booklet, complete your shareholder details, complete the details of all of your Tenders on that form in accordance with the instructions shown on it, sign it and send it to the Share Registry at the address provided in section 2.1(a) so that it is received by no later than 7pm Sydney time on Tuesday, 30 November 2004.

If you amend your Tenders by submitting a Withdrawal/Amendment Form, you will be taken to have withdrawn all of your Tenders and to have replaced them with the Tenders detailed on that form. On the Withdrawal/Amendment Form you will need to complete the details of all of the Tenders you wish to submit as if you had not previously submitted them.

(b) CHESS Holdings

If you have a CHESS Holding, you will need to instruct your controlling participant in sufficient time for them to process your withdrawal or amendment by no later than 7pm Sydney time on Tuesday, 30 November 2004.

You should not send a Withdrawal/Amendment Form to the Share Registry as they cannot process this form. Only your controlling participant can amend or withdraw your Tender on your behalf.

The effect of your controlling participant withdrawing or amending one or more of your Tenders will be to withdraw those Tenders and in the case of amendment, to replace the previous Tenders with new Tenders. You will need to give your controlling participant clear instructions in relation to your revised Tender.

If you are a CHESS Holder, you may receive written confirmation from CHESS of the withdrawals/amendments made on your holding by your controlling participant. Irrespective of its wording, this confirmation is not an acceptance by Lend Lease of any Tenders.

2.3 How do I obtain additional Tender and Withdrawal/Amendment Forms?

If you require any replacement Tender Forms or additional Withdrawal/Amendment Forms, please telephone the Lend Lease Merger Information Line in Australia on 1300 302 138 or +61 2 9240 7468 if you are calling from outside Australia.

3.1 Background

This summary of the Australian tax considerations is neither exhaustive nor definitive. It is not intended as advice, and should not be relied upon as advice. It is provided as a guide only and is based upon Australian tax laws and practice in force as at 19 October 2004.

This summary applies to Lend Lease Shareholders who hold their Lend Lease Shares on capital account. This summary does not apply to Lend Lease Shareholders who hold Lend Lease Shares on revenue account such as banks or other trading entities.

Lend Lease has applied for a Class Ruling from the ATO for the benefit of Lend Lease Shareholders whose shares are bought back under the Off-Market Buy-Back. It is anticipated that the ATO will confirm the Australian tax considerations set out below in the Class Ruling.

Lend Lease Shareholders who participate in the Off-Market Buy-Back and acquired their Lend Lease Shares on or before 26 November 2004 will be entitled to receive the Merger Dividends of 56.2 cents per share, comprising a special fully franked dividend of 23.8 cents per share and an additional unfranked dividend of 32.4 cents per share.

Lend Lease Shareholders who tender shares which are not bought back in the Off-Market Buy-Back and which participate in the Merger will receive Stapled Securities and Merger Dividends for each of their participating Lend Lease Shares. The taxation consequences of holding Stapled Securities are outlined in section 6 of the Explanatory Memorandum.

You are strongly encouraged to seek your own professional advice before deciding whether you should participate in the Off-Market Buy-Back.

3.2 Taxation treatment of Off-Market Buy-Back: summary

If you participate in the Off-Market Buy-Back, you will be taken to have disposed of your Lend Lease Shares for CGT purposes on completion of the Off-Market Buy-Back, which is expected to be 6 December 2004.

The taxation consequences of a disposal of Lend Lease Shares under the Off-Market Buy-Back differ from the taxation consequences of a sale of Lend Lease Shares on-market. Typically, when you dispose of your Lend Lease Shares on-market, all of the sale proceeds received by you are treated as capital. If you acquired your Lend Lease Shares on or after 20 September 1985 (when Australia's CGT commenced) you may realise a capital gain, or incur a capital loss.

Where you dispose of your Lend Lease Shares under the Off-Market Buy-Back, the total amount Lend Lease pays you ("the Buy-Back Price") will include two components: an unfranked dividend ("Dividend Component") (which will make up the majority of the Buy-Back Price) and a capital amount ("Capital Component"). If you participate in the Off-Market Buy-Back, you will be required to include the Dividend Component in your assessable income. This is so even if the Buy-Back Price is less than the cost base of your Lend Lease Shares and even if you acquired your shares prior to 20 September 1985. The Dividend Component will be treated as an unfranked dividend for income tax purposes.

This Off-Market Buy-Back differs from recent off-market buy-backs conducted by other major listed companies. Those off-market buy-backs were either funded entirely out of share capital, or contained a franked dividend component. Benefits of participating in an off-market buy-back which provide a franked dividend component include an entitlement to a tax offset (a credit against your tax payments) equal to the franking credit attached to the dividend component. In certain cases, an excess tax offset can give rise to a cash refund. No franking credits are available under this Off-Market Buy-Back.

Off-Market Buy-Back

If you acquired or are taken to have acquired your Lend Lease Shares prior to 20 September 1985 ("Pre-CGT Shares") any capital gain or loss made on disposal of your Pre-CGT Shares will be disregarded. If you acquired or are taken to have acquired your Lend Lease Shares on or after 20 September 1985 ("Post-CGT Shares") you will make a capital gain if the Capital Component of the Buy-Back Price is greater than the cost base of your Post-CGT Shares. You will make a capital loss if the Capital Component is less than the reduced cost base of your Post-CGT Shares.

It is anticipated that the ATO will confirm in the Class Ruling that the Capital Component will be equal to \$3.45. Accordingly, and subject to the discussion in section 3.3, \$3.45 will be treated as the sale proceeds you receive when disposing of your Lend Lease Shares under the Off-Market Buy-Back. If you are a Post-CGT Shareholder you will use this amount to determine whether you have realised a capital gain or loss on disposal of your Post-CGT Shares under the Off-Market Buy-Back.

3.3 Capital Component of the Buy-Back Price may be deemed to be greater than \$3.45

Special deeming rules under the Tax Act may adjust upwards the Buy-Back Price, if the Buy-Back Price is less than the market value of your Lend Lease Shares at the time when your Lend Lease Shares are bought back.

The ATO issued Taxation Determination TD 2004/22 ("TD 2004/22") on 30 June 2004. That determination provides a formula used by the ATO to determine the "market value" of a share at the time the share is bought back.

TD 2004/22 states that the "market value" of the Lend Lease Share at the time the Lend Lease Share is bought back should be determined as the volume-weighted average price ("VWAP") of the Lend Lease Share on the ASX over the last five trading days before the first announcement of the Off-Market Buy-Back, adjusted for the percentage change in the S&P/ASX 200 Index from the commencement of trading on the first announcement date ("the Opening S&P/ASX 200 Index") to the close of trading on the day the Off-Market Buy-Back closes ("the Closing S&P/ASX 200 Index"). The formula is provided below:

.	.

Closina S&P/ASX 200 Index
WWAP over last 5 trading days
	The Opening S&P/ASX 200 Index https://www.com/security.com/security.com/
	.

The first announcement date of the Off-Market Buy-Back was 24 May 2004. The VWAP of the Lend Lease Share on the ASX over the last five trading days before the first announcement of the Off-Market Buy-Back was \$10.58.

On 24 May 2004, the Opening S&P/ASX 200 Index was 3,399.1, which will be the Opening S&P/ASX 200 Index applied in the formula above. At the close of trade on 19 October 2004 the S&P/ASX 200 Index was 3,715.0 (accordingly, up to the close of trading on 19 October 2004, the market value of a Lend Lease Share based on the formula would be \$11.56). However, the Closing S&P/ASX 200 Index applied in the formula above cannot be determined until the close of trading on the day of the Off-Market Buy-Back, which is expected to be 6 December 2004.

In this present case, TD 2004/22 only applies where the Buy-Back Price is less than the market value of the share as determined using the formula. If the Buy-Back Price is less than the market value calculated above, then the Capital Component will be deemed by TD 2004/22 to be more than \$3.45.

The deemed increase to the Capital Component would mean that your sale proceeds for capital gains tax purposes would be deemed to be greater than \$3.45. The effect of this deemed increase in your sale proceeds would be to reduce (or eliminate) the capital loss you would make on disposal of your Lend Lease Shares under the Off-Market Buy-Back (if the cost base of your Lend Lease Shares was more than \$3.45), or to increase your capital gain (if the cost base in your Lend Lease Shares was less than \$3.45).

3.4 Australian resident individuals and complying superannuation entities

Income Tax - Treatment of unfranked dividend

If you are an Australian resident individual or complying superannuation entity who participates in the Off-Market Buy-Back, you will receive a Dividend Component which will be unfranked.

You will be required to include the amount of the Dividend Component in your assessable income.

The Dividend Component of the Buy-Back Price will be equal to the difference between the Buy-Back Price and \$3.45.

Capital Gains Tax - Disposal of Shares

If you dispose of Pre-CGT Shares under the Off-Market Buy-Back, any capital gain or capital loss made on the disposal of your Pre-CGT Shares will be disregarded.

In the commentary below, it is assumed that no adjustment to the \$3.45 Capital Component (as detailed in section 3.3) will occur.

If you are a Post-CGT Shareholder you may make a capital gain or loss on disposal of your Post-CGT Shares under the Off-Market Buy-Back. You will make a capital gain where the cost base of your Post-CGT Share is less than \$3.45. You will make a capital loss where the cost base of your Post-CGT Share is greater than \$3.45.

In broad terms, the cost base for your Lend Lease Shares is the amount you paid to acquire them (including incidental costs of acquisition and disposal). If you were issued Lend Lease Shares under the 1:1 bonus issue on 1 December 1998, the cost base of your original Post-CGT Lend Lease Shares is spread over those shares and the bonus shares.

Australian resident individuals, complying superannuation entities and trusts who have held their Post-CGT Lend Lease Shares for more than 12 months prior to the date of disposal may have their capital gain reduced by the relevant CGT discount. If you calculate your capital gain this way, the cost base of the Post-CGT Share must not be indexed.

If you are an individual and are eligible to apply the CGT discount, your capital gain (after offsetting any current year capital losses and carry forward net capital losses from previous years) will be reduced by one-half (or one-third if you are a complying superannuation entity).

If you are a Post-CGT Shareholder and you acquired your Post-CGT Shares before 21 September 1999 you will have a choice of applying the discount capital gain method described above or, alternatively, you may calculate the capital gain as the difference between \$3.45 and the cost base of your Post-CGT Share indexed for inflation up to 30 September 1999. No allowance for indexation is made if you realise a capital loss upon disposal of your Post-CGT Share.

A capital loss which arises under the Off-Market Buy-Back may be greater than the capital loss which may have arisen under an equivalent sale of your Lend Lease Shares on market. This is because the capital proceeds under the Off-Market Buy-Back are deemed to be equal to \$3.45 rather than the price at which you could have sold your Lend Lease Shares on-market.

For the same reason a capital gain which may have otherwise arisen from a sale on-market may not arise or may be reduced. However, these CGT results only arise under the Off-Market Buy-Back because the majority of the Buy-Back Price will be a dividend, in this case an unfranked dividend.

A capital loss that arises under the Off-Market Buy-Back can only be used to offset capital gains made by you, Capital losses not used may be carried forward and used against future capital gains.

Examples contrasting the after tax position under this Off-Market Buy-Back with a sale on-market are set out in section 3.10 below.

3.5 Australian resident company

assessable income.

Income Tax - Treatment of unfranked dividend If you are an Australian resident company which participates in the Off-Market Buy-Back, you will receive a Dividend Component which will be unfranked. You will be required to include the amount of the Dividend Component in your

The Dividend Component of the Buy-Back Price will be equal to the difference between the Buy-Back Price and \$3.45.

Capital Gains Tax - Disposal of Shares

If you are a Pre-CGT Shareholder and dispose of your Pre-CGT Shares under the Off-Market Buy-Back, any capital gain or capital loss made on the disposal of your Pre-CGT Shares will be disregarded.

In the commentary below, it is assumed that no adjustment to the \$3.45 Capital Component as detailed in section 3.3 will occur.

If you are a Post-CGT Shareholder you may make a capital gain or loss on disposal of your Post-CGT Shares. You will make a capital gain where the cost base of your Post-CGT Share is less than \$3.45. You will make a capital loss where the cost base of your Post-CGT Share is more than \$3.45.

The CGT discount is not available to companies. However, for Lend Lease Shares acquired (or taken to have been acquired) prior to 21 September 1999, the company may choose to calculate any capital gain on disposal using a cost base indexed for inflation. If the company makes a capital loss, the reduced cost base is not indexed. The cost base may only be indexed for inflation up to 30 September 1999.

Examples contrasting the after tax position under this Off-Market Buy-Back with a sale on-market are set out in section 3.10 below.

3.6 Non-residents

Income Tax - Treatment of unfranked dividend

If you are a non-resident who participates in the Off-Market Buy-Back, you will receive a Dividend Component which will be unfranked.

The Dividend Component of the Buy-Back Price will be equal to the difference between the Buy-Back Price and \$3.45.

Generally a non-resident who participates in the Off-Market Buy-Back will not be assessable on the amount of the Dividend Component. However, Lend Lease may be required to withhold tax from the dividend. The tax withheld, in the absence of an exemption or a double tax treaty, will be 30% of the dividend. This rate may be reduced (often to 15%) if you are a resident of a country with which Australia has concluded a double tax treaty.

Capital Gains Tax - Disposal of Shares

If you are a non-resident Shareholder who participates in the Off-Market Buy-Back, you will not have to pay capital gains tax unless you (together with your associates) have, at any time in the five years before your Lend Lease Shares are sold, held at least 10% of the Lend Lease Shares on issue.

3.7 Taxation treatment of Merger Dividends

Whether or not your Lend Lease Shares are disposed of under the Off-Market Buy-Back, you will receive the Merger Dividends.

Treatment of special fully franked dividend

If you are an Australian resident individual, complying superannuation entity or company, you will generally be required to include the amount of the dividend of 23.8 cents plus the attached franking credit in your assessable income. You will generally be entitled to a tax offset equal to the amount of the franking credit.

To be eligible for the franking credit and tax offset accompanying the special fully franked dividend of 23.8 cents per share, you must generally have held your Lend Lease Shares "at risk" for at least 45 days (not including the day of the share's acquisition or disposal). However, this rule does not generally apply to you if you are an individual whose tax offset entitlement (on all shares and interests in shares held) does not exceed \$5,000 for the income year ending 30 June 2005.

If you are a non-resident, you will not generally be subject to Australian income tax (including withholding tax) in relation to the payment of the special fully franked dividend of 23.8 cents per share.

Treatment of additional unfranked dividend

If you are an Australian resident individual, complying superannuation entity or company, you will generally be required to include the amount of the additional unfranked dividend of 32.4 cents per share in your assessable income.

If you are a non-resident you will generally not be assessable on the additional unfranked dividend. However, Lend Lease may be required to withhold tax from the dividend. The tax withheld, in the absence of an exemption or a double tax treaty, will be 30% of the dividend. This rate may be reduced (often to 15%) if you are a resident of a country with which Australia has concluded a double tax treaty.

3.8 Shares not bought back under the Off-Market Buy-Back

The taxation consequences for a Lend Lease Shareholder who receives Stapled Securities are outlined in section 6 of the Explanatory Memorandum.

The taxation consequences for a Lend Lease Shareholder who participates in the Cash Sale Facility are outlined in sections 6 and 12.7 of the Explanatory Memorandum.

3.9 Goods and Services Tax ("GST")

Under the GST legislation, GST will not be payable on the transfer of Lend Lease Shares under the Off-Market Buy-Back. The transfer of Lend Lease Shares will constitute a "Financial Supply" which is an input taxed supply for the purposes of the GST legislation.

3.10 Examples

The examples below contrast the after tax position under this Off-Market Buy-Back with a sale on-market (ignoring any brokerage costs).

The examples are based on an illustrative Buy-Back Price which may not be the final Buy-Back Price. The actual Buy-Back Price will not be known until after the Off-Market Buy-Back closes. The Buy-Back Price is expected to be announced on 6 December 2004. It is likely that the Buy-Back Price will differ from the actual market price on the Off-Market Buy-Back Date.

In these examples, "Your income" is the amount of your taxable income after taking into account the impact of the Off-Market Buy-Back.

In determining the value of any capital loss, it has been assumed that sufficient current year capital gains exist to fully absorb the capital losses.

The examples assume that the Capital Component of \$3.45 will not be increased as a result of TD 2004/22 (see section 3.3 above).

The description "No CGT loss value" refers to a shareholder who places no value on a CGT loss. This may be because the shareholder has no current year CGT gains and does not anticipate deriving future CGT gains. The reference to "Discount CGT" is to a shareholder who can apply any resulting capital loss against current year discount CGT gains, and in respect of a sale on-market has held the Lend Lease Share for more than 12 months and qualifies for discount CGT treatment. The term "Full CGT" refers to a shareholder who can apply any resulting capital loss against nondiscount CGT gains and in respect of a sale on-market has either held the Lend Lease Share for less than 12 months or is otherwise not entitled to discount CGT treatment.

You are strongly advised to make your own comparisons and seek professional advice.

Lend Lease
Corporation

Off-Market
Buy-Back

$$21,601 - $58,000$	\$58,001 - \$70,000	$$70,001 +$

31.5%	43.5%	48.5%
12.00	12.00	-12.00
8.55	8.55	8.55
$-2.69$	$-3.72$	-4.15

$3.45 - 3.45$	$-3.45$ .	3.45
- 3.45 -	ි3.45 :	$\sim$ 3.45 $\sim$ 3.45 $\sim$
3.45	$3.45 - 3.45$	$-3.45$
:5.00-	$-5.00$	$-5.00$ . $-$
$10.00$ 15.00 20.00	$10.00$ 15.00 20.00	$10.00$ 15.00 20.00
-6.55	-1.55	$-1.55$
$-1.55$	-6.55	$-6.55$
$-11.55$	$-11.55$	$-11.55$
$-16.55$	$-16.55$	-16.55

$-9.31$	8.28	$-7.85$
$9.31 -$	8.28.	$17.85$ .
9.31.	8.28	$7.85$ .
$-9.31$	$\pm 8.28$ .	$-7.85$ .
11,13	8.62	8.23
9.55	-9.70	9.44
10.34	10.79	10.65
11.92	11.88	11.86
9.80	895	8.60
14.52	1113	11.03
11.37	13.30	13.45
12.95	16.48	16.88


N/A .	$12.00$	N/A
$N/A$ .	.12.00.	12.00.
12.00.	. N/A	~12.00
-12.00	N/A	:N/A
12.47	10.48	10.30
11.69	11.57	13.94
10.90	12.65	11.52
13.26	13/4	12.73
14.52	8.96	8.61
9.80	13.31	13.46
11.37	11.13	15.88
12.95	15.48	11.03

3.11 Illustrations

The illustrations set out in more detail the results shown in the examples in section 3.10.

(a) \$10 cost base with Full CGT

The three situations illustrated immediately below assume a \$10 cost base and that CGT applies without any discount being available. For a complying superannuation entity, the after tax value under the Off-Market Buy-Back (assuming a Buy-Back Price of \$12) is \$11.70. That amount is also shown in the examples above for a complying superannuation entity with a \$10 cost base and where Full CGT applies. A sale on-market for \$12 would also give rise to an after tax value of \$11.70 (assuming a \$10 cost base and Full CGT) which is also shown in the examples in section 3.10.

1200	12 OO
10.00	1000
12.00.	$-345$
2.OO	(6.55)
0.30.	00
0.00	1.28
11.70	10 $72$
നസ	0.98
11.70	1170.

	On-market sale	Buy-back л
Cash received	12.OO	12.M
Assumed cost base	ាហល	നസ
Assumed sale price	12 M	3.45.
Garr/foss)	200	(6.55)
llax on dain	0.63	0.00
Income tax	നസ	2.60
Net proceeds after tax	1137	9.31
Value of tax loss.	വന	20 ₀
After tax value	$\cdots$	11.SZ

	On-market sale И.	Buy-back 屬
Cash received	ി 2 00.	12 OO.
Assumed cost base	10.00	10 M
Assumed sale price	12 OO	3.45
Gain (loss)	ാന	(6.55)
llax on gain	0.97	(100)
moome tax	nm	$4 + 5$
Net proceeds after tax	1103	7 R.S
Value of tax loss	നസ	8 R
After tax values	1102	11 02

Off-Market Buy-Back

nively lilling defining managing lings of hare gelere edge to the managing managing was the light of ham electron always

(b) \$10 cost base with Discount CGT

The three situations illustrated immediately below assume a \$10 cost base and that Discount CGT treatment is available. For a complying superannuation entity, the after tax value under the Off-Market Buy-Back (assuming a Buy-Back Price of \$12) is \$11.38. That amount is also shown in the examples above for a complying superannuation entity with a \$10 cost base where the loss is applied against discount capital gains. A sale on-market for \$12 would give rise to an after tax value of \$11.80 (assuming a \$10 cost base and discount CGT treatment) which is also shown in the example above.

Tax Rate: 15% Complying Superannuation Entity
	On-market sale s	Buy-back Л,
Cash received	12 QO	1200
Assumed cost base	10.00	10.OO
Assumed sale price	12.00	3.45
Gain/floss)	2.00.	(6.05)
Tax on quin	$()$ $Q()$	0.001
incorne fax	റന	1.28
Net proceeds after tax	11.80	10.72
value of fax loss.	49 M D	0.66
After tax value	11.90	11.38
Margin of sale on-market over off-market buy-back		37%

Tax Rate (including Medicare levy): 31.5% Individual

	On-market sale	Buy-back X.
Cash received	12.00	12.00
Assumed cost base Assumed sale price	ោះ 1200	1000 345
Clain (loss) Tax on gain moomic tax	2.00 0.31 നന	(6.55) 0.00 2.69
Net proceeds after tax Value of fax loss.	1 I BO 000	-9.31 1.03
After tax value		10.34
Margin of sale on market over off-market buy back		13.1%

Tax Rate (including Medicare levy): 48.5% Individual

	On-market sale S	Buy-back
Cash received	12.00	12.00
Assumed cost base	10.00	10.00
Assumed sale price	12 OO	3.45.
Gam (loss)	200	(6.66)
Tax on gain	0.48	0.00
incomo tax	000	410
Net proceeds after tax	11.52	$7R_1$
Value of tax loss	0.00	1.59.
After tax value		9.44
Margin of sale on market over off-market buy back		22.0%

Lend Lease Corporation

EFFECTS OF THE
OFF-MARKET BUY-BACK ŌN LEÑD LEASE AND THE MERGER

4.1 What impact will the Off-Market Buy-Back have on the financial position of the Merged Group?

The table below sets out the pro forma statement of financial position of the Merged Group as at 30 June 2004, together with adjustments to illustrate the impact of the Off-Market Buy-Back.

Statements of Financial Position
As at 30 June
	Consolidated Pro Forma before Buy-Back 2004 'Sm	Effect of Buy-Back of \$388m 2004. \$m	Consolidated Pro Forma after Buy-Back 2004 \$m
Cash.	350		350
Investment properties	8,316		8,316
Inventories	1,696		1,696
Intangible assets	995		-995
Other assets	3,176		3,176
Total assets	14,533		14,533
Interest bearing liabilities	3.891		4,279
Other liabilities	3,402		3,402
Total liabilities	7,293		7,681
Net assets	7,240	(388)	6,852
Gearing
- Net debt to total tangible assets (excluding cash)	26.9%		29.8%
- Total debt to total tangible assets	28.7%		31.6%

Notes:

The above table is based on the consolidated pro forma statement of financial position of the Merged Group as at 30 June 2004 as set out in section 3.10.2 of the Explanatory Memorandum. The table should be read in conjunction with the notes to the statement of financial position set out in section 3.10.3 of the Explanatory Memorandum.

As indicated in the table above, the Off-Market Buy-Back will increase the gearing of the Merged Group. Refer to section 3.11.3 of the Explanatory Memorandum for further detail on the Merged Group's gearing policy.

Lend Lease Corporation

Off-Market Buy-Back

As highlighted in the table below, completion of the Off-Market Buy-Back improves distributions per Stapled Security (DPS) for the Merged Group at all prices within the tender range of \$10.80 to \$12.40 based on the Consolidated Pro Forma Forecast for the year ending 30 June 2005 (assuming 100% payout of Distributable Earnings as set out in the Explanatory Memorandum). The table below also illustrates the impact on DPS assuming the Buy-Back is only 50% completed (by buy-back of \$194 million of shares).

	Consolidated Pro Forma Forecast DPS assuming 100% of the Off-Market Buy-Back is completed	Consolidated Pro Forma Forecast DPS assuming 50% of the Off-Market Buy-Back is completed
	2005	2005
Pre Off-Market Buy-Back	80.5c	80.5c
Post Off-Market Buy-Back @ \$10.80	-81.7c.	81.1c.
Post Off-Market Buy-Back @ \$11.20	181.6c.	81.0c.
Post Off-Market Buy-Back @ \$11.60	181.5c	81.0c
Post Off-Market Buy-Back @ \$12.00	81.4c	-80.90
Post Off-Market Buy-Back @ \$12.40	81.3c	80.9c

Notes:

(1) The above DPS alternatives are based on the underlying Consolidated Pro Forma Forecast for the year ending 30 June 2005 as set out in section 3.2.2 of the Explanatory Memorandum.

The above table and the Consolidated Pro Forma Forecast should be read together with the assumptions underlying their preparation as set out in sections 3.3 to 3.7 of the Explanatory Memorandum, the Investigating Accountant's Report prepared by KPMG Transaction Services (Australia) Pty Limited on the Consolidated Pro Forma Forecast in section 4 of the Explanatory Memorandum, the risk factors set out in section 3.17 of the Explanatory Memorandum, the sensitivities set out in section 3.8 of the Explanatory Memorandum and other information contained in the Merger Documents.

The above table and the Consolidated Pro Forma Forecast, including the assumptions on which they are based and the sensitivity to changes in the assumptions, have been prepared by the management of GPT and Lend Lease and adopted by the GPT Directors and Lend Lease Directors. The GPT Directors and Lend Lease Directors are responsible for the inclusion of all forecast information in the Merger Documents. The above table and the Consolidated Pro Forma Forecast have been presented in the Merger Documents to provide investors with a guide to the potential future financial performance of the Merged Group.

The assumptions underlying the forecasts reflect the best estimates of the GPT Directors and Lend Lease Directors based on present circumstances of anticipated economic and market conditions and the implementation of management's business strategies. While these assumptions are considered to be appropriate and reasonable at the time of prepaiing the above table and the Consolidated Pro Forma Forecast, many factors which may affect the results are exiside the control of the Merged Group and its directors or may not be capable of being foresesn or accurately predicted. Accordingly, actual results and DPS may vary materially from the above table and the Consolidated Pro Forma Forecast, Investors are advised to review the information referred to above and make their own assessment of the future performance and prospects of the Merged Group. No party guarantees the future performance of the Merged Group. Please refer to section 3 of the Explanatory Memorandum for more detailed analysis and assumptions.

4.2 How will the Off-Market Buy-Back be funded?

The maximum cash outlay for Lend Lease (before transaction costs) under the Off-Market Buy-Back is \$388 million and will be funded by debt. Please refer to section 3.11.2 of the Explanatory Memorandum for more detail on Lend Lease's expected funding sources for the Merger, including the Off-Market Buy-Back.

4.3 What effect will the Off-Market Buy-Back have on Lend Lease's issued capital?

As at the date of this Off-Market Buy-Back Booklet, Lend Lease had 398,675,475 ordinary shares on issue.

Assuming a total of \$388 million of Lend Lease Shares are bought back under the Off-Market Buy-Back, the table below sets out the number of Lend Lease Shares and the percentage of total issued ordinary shares which would be bought back at different Buy-Back Prices.

		Percentage of total
Assumed Buy-Back Prices	Number of shares bought back	issued shares bought back
$-$10.80$	35,925,926	9.0%
.\$11.00	35,272,727	-8.8%
\$11.20	$-34,642,857$	-8.7%
\$11.40	.34,035,088	8.5%
\$11.60	33,448,276	8.4%
-\$11.80	32,881,356	8.2%
\$12.00	:32,333,333	8.1%
-\$12.20	31,803,279	8.0%
\$12.40	31,290,323	7.8%

a report summary of process sections of the total of process results summer to the section state of the control

Every 1,000,000 Lend Lease Shares bought back in the Off-Market Buy-Back will represent approximately 0.25% of the total number of Lend Lease Shares on issue.

All Lend Lease Shares bought back under the Off-Market Buy-Back will be cancelled.

4.4 What effect will the Off-Market Buy-Back have on control of Lend Lease?

While each Eligible Shareholder has the same opportunity to participate in the Off-Market Buy-Back, the percentage of each Eligible Shareholder's shareholding which may be bought back will depend on the number of Lend Lease Shares participating in the Off-Market Buy-Back, the Buy-Back Price and the application of any scale back mechanism (if any), and any acquisitions of Lend Lease Shares made which result in substantial holdings, or increase substantial holdings, over the course of the Buy-Back Period.

Accordingly, the effect of the Off-Market Buy-Back on the control of Lend Lease will not be known until the Off-Market Buy-Back is completed. However, having regard to Lend Lease's current widely-held shareholdings and assuming that is maintained, the Off-Market Buy-Back is not expected to have any change of control implications for Lend Lease.

4.5 What effect will the Off-Market Buy-Back have on the interest of Lend Lease Shareholders in the Merged Group?

The number of Lend Lease Shares bought back under the Off-Market Buy Back will affect the percentage of Stapled Securities held in the Merged Group by Lend Lease Shareholders and GPT Unitholders respectively on implementation of the Merger. Essentially, a greater number of Lend Lease Shares bought back under the Off-Market Buy-Back, will result in Lend Lease Shareholders holding a smaller percentage of Stapled Securities in the Merged Group.

	% of Stapled Securities held by Lend Lease Shareholders	% of Stapled Securities held by GPT Unitholders on.
Assumed Buy-Back Prices	on implementation of the Merger	implementation of the Merger
\$10.80	-40.6%	59.4%
\$11.00	40.6%	59.4%
-\$11.20	40.7%	:59.3%
\$11.40	40.7%	-59.3%
-\$11.60.	40.8%	-59.2%
\$11.80.	40.8%	-59.2%
\$12.00	40.8%	59.2%
\$12.20	40.9%	59.1%
\$12.40	40.9%	59.1%

Notes:

(2) If the Off-Market Buy-Back of \$388 million is completed at an Outlying Tender Price then the percentage of Stapled Securities held by Lend Lease Shareholders on implementation of the Merger would increase above that specified for \$12.40 and the percentage held by GPT Unitholders would decrease below that specified for \$12.40.

The number of Lend Lease Shares bought back under the Off-Market Buy-Back will also affect the percentage of Stapled Securities to which Lend Lease Shareholders are entitled. A larger number of Lend Lease Shares bought back under the Off-Market Buy-Back will result in the remaining Lend Lease Shareholders being entitled to a smaller percentage of Stapled Securities in the Merged Group.

⁽¹⁾ Assumes the Off-Market Buy-Back of \$388 million is completed.

			% of Stapled Securities held by Lend Lease Shareholders on implementation of the Merger ^®
Buy-Back Amount		\$291m	\$194m
Buy-Back Price
\$10.80	40.6%	41.2% 41.3%	41.8% -1.8%	42.3%
\$11.20 \$11.60	40.7% 40.8%	41.3%		$-42.4\%$ 42.4%
\$12.00	-40.8%	11 4%	41.9%	42.4%
\$12.40	40.9%	41.4%	41.9%	42.4%

Notes:

(1) Assuming no Lend Lease Shares are sold under the Cash Sale Facility.

If no Lend Lease Shares are bought back, Lend Lease Shareholders would hold 42.9% of the Stapled Securities.

4.6 What effect will the Off-Market Buy-Back have on the index weighting of the Merged Group?

The Off-Market Buy-Back will result in the Merged Group's weighting in indices such as the S&P/ASX 200 Index being lower than if the Off-Market Buy-Back did not occur. However, this should not materially disadvantage Lend Lease Shareholders, especially in light of the weighting the Merged Group is expected to have in the S&P/ASX 200 Index and also the S&P/ASX 200 Property Trust Index.

5.1 What is the effect of submitting a Tender?

A Tender constitutes an offer to sell the tendered Lend Lease Shares to Lend Lease on the terms and conditions of this Tender Invitation and the Tender. A Tender does not, of itself, constitute a binding contract for the sale of those of your Lend Lease Shares which you have offered to sell and cannot be enforced against Lend Lease unless and only to the extent that it is accepted by Lend Lease. However, by tendering Lend Lease shares into the Off-Market Buy-Back you make certain binding undertakings to Lend Lease as set out below. Lend Lease's acceptance of a Tender under the Tender Invitation constitutes a binding agreement between you and Lend Lease on the terms and conditions of this Tender Invitation and the Tender and subject to the warranties and conditions set out below.

By tendering your Lend Lease Shares into the Off-Market Buy-Back, and in consideration for Lend Lease considering your Tender, you irrevocably and unconditionally:

offer to sell to Lend Lease on the Buy-Back Date, the number of Lend Lease Shares nominated for sale in your Tender Form (adjusted in accordance with the terms and conditions of this Tender Invitation) on the terms and conditions set out in this Tender Invitation and the Tender Form;
warrant to Lend Lease that at the time you tender any Lend Lease Shares for sale in the Off-Market Buy-Back you w. are the registered holder of the Lend Lease Shares which you have tendered and that they are free from any mortgage, charge, lien or other encumbrance (whether legal or equitable) and from any third party rights;
authorise Lend Lease (or its officers or agents) to correct any error in or omission from your Tender Form or your Withdrawal/Amendment Form, and to insert any missing details;
warrant to Lend Lease that you are a person to whom the Tender Invitation may lawfully be made and a person whose participation in the Off-Market Buy-Back is permitted, under the laws of Australia and the jurisdiction in which you are resident;
warrant that you are not an Excluded Foreign Buy-Back Participant;
waive any requirement to receive notice from Lend Lease of its acceptance of any Tender made by you before a Buy-Back Contract is entered into and becomes binding on you;
agree that Lend Lease's announcement on the Buy-Back Date is effective notice of communication of Lend Lease's acceptance of those of your Tenders that are accepted in accordance with the terms and conditions of this Tender Invitation and the rejection of any other Tenders. You waive any requirement to receive any other notice or communication from Lend Lease of its acceptance or rejection of any Tender submitted by you;
» if Lend Lease accepts your Tender, warrant to Lend Lease that on the Buy-Back Date, you are the registered holder of the Lend Lease Shares the subject of the Tender and that they are free from any mortgage, charge, lien or other encumbrance (whether legal or equitable) and from any third party rights;
agree that if you breach any of the covenants, undertakings, agreements, warranties and authorisations set out above, you will indemnify Lend Lease for all of its costs arising from the breach;
» agree that Lend Lease's decision to accept your Tender is conditional upon:
(a) you complying with the covenants, undertakings, agreements, warranties and authorisations set out above; and
(b) the acceptance of your Tender not being or resulting in a breach of the laws of Australia or any other jurisdiction or a breach of the Listing Rules.

You will be taken to have tendered your nominated Lend Lease Shares in the Off-Market Buy-Back when we receive your validly signed and completed Tender Form or, if you have a CHESS Holding, when your controlling participant processes your Tender through CHESS.

5.2 Lend Lease's rights to waive requirements and correct errors

Lend Lease may, in its sole discretion and at any time, deem any Tender it receives to be a valid Tender, disregard any Tender it believes should be disregarded or waive any or all of the requirements for making a Tender.

It may do each of these things in relation to some, all or any number of Tenders it receives, in its absolute discretion.

If you are an Eligible Shareholder, you can sell into the Off-Market Buy-Back the lesser of:

-- the number of Eligible Buy-Back Shares registered in your name on 26 October 2004; and
-- the number of Eligible Buy-Back Shares you hold on the Buy-Back Date,

(your Entitled Shares).

If you submit a Tender or Tenders for more than your Entitled Shares, you will be deemed to have offered only the number of your Entitled Shares and, if you have nominated more than one price:

(a) it will be deemed, first, that the excess Lend Lease Shares were offered at the highest price you selected or are deemed to have selected; and
(b) if, after applying (a) above, there are still excess Lend Lease Shares, it will be deemed that those excess Lend Lease Shares were offered at the next highest price you selected or are deemed to have selected and this process will be reapplied until there are no longer any excess Lend Lease Shares.

If you submit an Outlying Price Tender but:

(a) you fail to nominate the Tender Price in relation to that Outlying Price Tender (including, if you are a CHESS Holder, where the Share Registry does not receive Outlying Price Tender Instructions from your controlling participant in relation to that Outlying Price Tender or all of the Lend Lease Shares the subject of that Outlying Price Tender); or

(b) you nominate a Tender Price of \$12.40 or below,

It will be deemed that you have offered the relevant Lend Lease Shares at \$12.50.

If you nominate in your Tender an Outlying Price Tender but nominate an Outlying Tender Price that is not a multiple of ten cents (\$0.10), your Outlying Tender Price will be rounded down to the nearest multiple of ten cents (\$0.10).

5.3 Variation or termination of the Off-Market Buy-Back

The Board may, in its complete discretion, terminate the Off-Market Buy-Back at any time on or before the Buy-Back Date by making an announcement to that effect to ASX.

Lend Lease may also in its absolute discretion, extend or vary the dates and times set out in the Buy-Back Documents without notifying you personally. Lend Lease will make a public announcement of any such extensions or variations to the ASX.

5.4 Manager of the Off-Market Buy-Back

The Off-Market Buy-Back will be processed by the Share Registry and managed on behalf of Lend Lease by ABN AMRO Corporate Finance Australia Limited and Carnegie, Wylie & Company Pty Ltd, financial advisers to Lend Lease.

5.5 Shareholders with more than one holding of Lend Lease Shares

You will be sent a personalised Tender Form for each separate registered holding of Lend Lease Shares (for example, if you hold some Lend Lease Shares in your name and some Lend Lease Shares jointly with your spouse, you will receive two Tender Forms). You may tender Lend Lease Shares in the Off-Market Buy-Back from any or all of your separate registered holdings provided that you complete and submit a Tender Form and follow the instructions on each Tender Form for each holding you wish to tender. Please note there are guite different instructions for Issuer Sponsored Holdings and CHESS Holdings. Any scale back that applies to Lend Lease Shares tendered from more than one of your registered holdings of Lend Lease Shares will be applied to each of those registered holdings as if they were held by different persons.

5.6 Joint shareholders

If you hold your Lend Lease Shares jointly with another person and you have an Issuer Sponsored Holding, you must complete and return the Tender Form in accordance with the instructions for joint holdings on the Tender Form.

5.7 Lend Lease Shares held by trustees and nominees

Trustees and nominees who hold Lend Lease Shares should inform the beneficial owners of the Lend Lease Shares about the Off-Market Buy-Back and then aggregate all Tenders received from beneficial owners. It is the responsibility of the trustee or nominee to submit an aggregated Tender on behalf of all beneficial owners. In the case of Issuer Sponsored Holdings, the trustee or nominee should send an aggregated Tender Form to the Share Registry by 7pm on Tuesday, 30 November 2004. For CHESS Holdings, the trustee or nominee will need to aggregate all Tenders received from beneficial owners and provide instructions to its controlling participant in time for the Tender to be processed by 7pm on Tuesday, 30 November 2004. Any scale back that applies to Lend Lease Shares tendered by trustees or nominees will be performed on a registered shareholder basis.

5.8 Margin lending and ACH collateral arrangements

If you hold Lend Lease Shares under margin lending arrangements or ACH collateral arrangements or if they are held as security for a loan, you should ensure that your participation in the Off-Market Buy-Back is permitted by those arrangements or loan documentation.

5.9 Restrictions on the payment of Off-Market Buy-Back proceeds

Lend Lease will pay shareholders the Buy-Back Price for each of their Lend Lease Shares that are bought back, unless it is prohibited from doing so.

5.10 Rights under this Tender Invitation cannot be transferred

You cannot transfer your rights under this Tender Invitation. Those rights are personal to you.

5.11 ASIC and ASX relief

ASIC has granted relief to Lend Lease under sub-section 257D(4) of the Corporations Act, to permit Lend Lease:

(a) to conduct the Off-Market Buy-Back similarly to the conduct of an equal access scheme;

(b) to utilise the scale back mechanism as set out in section 1.13;

(c) to make invitations only to Eligible Shareholders, rather than all Lend Lease Shareholders at the Buy-Back Record Date;
(d) to invite all Eligible Shareholders to offer for sale any number of their Lend Lease Shares to Lend Lease rather than Lend Lease offering to buy back such Lend Lease Shares; and
(e) to seek approval of the Off-Market Buy-Back by ordinary resolution of its shareholders.

ASX has granted Lend Lease the following:

a waiver from Listing Rule 7.40 to permit Lend Lease to have a record date for the Off-Market Buy-Back before the Annual General Meeting to be held on 17 November 2004;
a waiver from Listing Rule 7.40 to permit Lend Lease to despatch the Buy-Back Documents to shareholders within four Business Days after the Buy-Back Record Date; and
a waiver from Listing Rule 3.8A to permit Lend Lease to give its final buy-back notice on the fourth Business Day after the close of the Off-Market Buy-Back immediately following completion of the Off-Market Buy-Back.

ADDITIONAL INFORMATION FOR INTERNATIONAL INVESTORS

This section 6 sets out important information for Lend Lease Shareholders who are not resident in Australia.

6.1 Excluded Foreign Buy-Back Participants

If you held Lend Lease Shares on the Buy-Back Record Date, you will be eligible to participate in the Off-Market Buy-Back if you are:

a resident of Australia, New Zealand, the US or Germany;
» a resident of the United Kingdom and you meet the criteria set out in section 6.2;
a resident of Singapore and you meet the criteria set out in section 6.3;
a resident of Hong Kong and you meet the criteria set out in section 6.4; or
» able to demonstrate to Lend Lease's satisfaction before 15 November 2004 that Lend Lease may lawfully allow you to participate in the Off-Market Buy-Back either unconditionally or after compliance with such conditions as Lend Lease in its absolute discretion regards as acceptable and not unduly onerous.

If you do not satisfy the above criteria, you are an Excluded Foreign Buy-Back Participant and are not eligible to participate in the Off-Market Buy-Back.

If you wish to submit that you meet the criteria identified above or to demonstrate that Lend Lease may lawfully allow you to participate in the Off-Market Buy-Back, you should make a submission in writing:

setting out the reasons why you believe you may lawfully participate in the Off-Market Buy-Back and any conditions or requirements that Lend Lease (or any other person) would need to satisfy or comply with in order to do so; and
attaching a signed declaration certifying that you are a person who may lawfully participate in the Off-Market Buy-Back, together with appropriate legal advice from a qualified legal adviser in your country of residence confirming the matters stated in the application and certified in the declaration.

Your written submissions and accompanying documents should be directed to the Company Secretary, Lend Lease and sent by post or facsimile to Level 4, 30 The Bond, 30 Hickson Road, Millers Point NSW 2000 Australia or if by facsimile, to +61 2 9383 8146, together with your name, address and other contact details.

6.2 Shareholders in the United Kingdom

In the United Kingdom, communication of this document is restricted pursuant to section 21 (restrictions on financial promotion) of the Financial Services and Markets Act 2000 (as amended). If you are resident in the United Kingdom you are eligible to participate in the Off-Market Buy-Back if you:

(a) are either:

(1) an "investment professional" (being persons having professional experience in matters relating to investments) within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the Financial Promotion Order) and also a person falling within paragraph (2)(a) of Regulation 7 of the Public Offers of Securities Regulations 1995 (as amended) (the POS Regulations); or
(2) a person to whom one of paragraphs (2)(a) to (d) of Article 49 (high net worth companies, unincorporated associations etc.) of the Financial Promotion Order applies and also a person falling within paragraph (2)(a) of Regulation 7 of the POS Regulations; and
(b) have executed a declaration in a form acceptable to Lend Lease certifying that they are a person who meets the above criteria and returned that declaration to the Company Secretary of Lend Lease (so it is received by no later than 16 November 2004).

If you are resident in the United Kingdom, you should have separately received a form of declaration which is acceptable to Lend Lease for these purposes.

Off-Market Buy-Back

6.3 Shareholders in Singapore

The Merger Documents and this Off-Market Buy-Back Booklet have not been registered as a prospectus with the Monetary Authority of Singapore and do not constitute an offer to the public in Singapore. The Merger Documents and this Off-Market Buy-Back Booklet or any other document or material in connection with them, may not be circulated or distributed by any recipient whether directly or indirectly to the public or any member of the public in Singapore. If you are resident in Singapore you will be eligible to participate in the Off-Market Buy-Back if you:

are a person specified in section 274 of the Securities and Futures Act (Cap 289 of Singapore) (Singapore Professional Investor): and
have executed a declaration in a form acceptable to Lend Lease certifying that you are a Singapore Professional Investor and returned that declaration to the Company Secretary of Lend Lease (so it is received by no later than 15 November 2004).

If you are resident in Singapore, you should have separately received a form of declaration which is acceptable to Lend Lease for these purposes.

6.4 Shareholders in Hong Kong

The Merger Documents and this Off-Market Buy-Back Booklet do not constitute an offer of, or an invitation to subscribe for or purchase or dispose of any securities in Hong Kong. The Merger Documents and this Off-Market Buy-Back Booklet are not a prospectus within the meaning of the Hong Kong Companies Ordinance nor is it an advertisement, invitation or document subject to section 103(1) of the Hong Kong Securities and Futures Ordinance. In addition, the Merger Documents and this Off-Market Buy-Back Booklet have not been authorised or approved by the Securities and Futures Commission in Hong Kong, nor have copies of them been registered by the Registrar of Companies in Hong Kong. If you are resident in Hong Kong you will be eligible to participate in the Off-Market Buy-Back if you:

are a "professional investor" within the meaning of the Hong Kong Securities and Futures Ordinance (Cap. 571) and any rules made thereunder (Hong Kong Professional Investor); and
have executed a declaration in a form acceptable to Lend Lease certifying that you are a Hong Kong Professional Investor and returned that declaration to the Company Secretary of Lend Lease (so it is received by no later than 15 November 2004).

If you are resident in Hong Kong, you should have separately received a form of declaration which is acceptable to Lend Lease for these purposes.

The simple examples below illustrate how the Off-Market Buy-Back pricing and scale back methodology will work.

The details of any scale back will be announced as soon as possible after the Closing Date. Lend Lease expects to make this announcement no later than 6 December 2004. When the scale back is calculated, all fractions will be rounded down to the nearest Share.

Example

As an illustration, assume four shareholders with various size holdings each tender Lend Lease Shares into the Off-Market Buy-Back on the following basis:

	Total holding of shares and the material medium of the material medium of shares		The first state of a straight and state products and state Tender price
			Shareholder 1 16,000 16.000 4,000 5.12.50
		ഥാവ
	Shareholder 2 ~~~~~~~~~~~~~~5.000 ~~~~~~~~~~~~~~~~~~~		$\cdots$
		4.200.	ዴተበ ጸበ
Shareholder 3	3.600	3.600
arahnidar B		40C	Final Tender Price

Two alternate scenarios are examined.

Off-Market Buy-Back

Scenario 1 (example only)

In scenario 1, we assume the Buy-Back Price (for illustrative purposes) is determined to be \$12.00 and there is a 25.25% scale back. The outcome of each Tender would be as follows:

	Tender price	Tendered	Dutcome
Shareholder.	\$12.50		Not successful, no Lend Lease Shares bought back.
	812.OO	ാന	Successful, 747 Lend Lease Shares bought back
Shareholder 2	812.OC	800	Successful, all 800 Lend Lease Shares bought back
	\$10.80	4.200	Successful, all 4,200 Lend Lease Shares bought back
Shareholder 3	\$12.00.	13.600	Successful, 2,691 Lend Lease Shares bought back
Shareholder 4	Final Tender Price [11,400]		Successful, all 1,400 Lend Lease Shares bought back

Shareholder 1 tendered a total of 5,000 Lend Lease Shares at two different prices: 4,000 Lend Lease Shares at \$12.50 (as an Outlying Price Tender) and 1,000 Lend Lease Shares at \$12.00. The Tender submitted at \$12.50 would not be successful because the Tender Price is above the Buy-Back Price. The Tender submitted at \$12.00 would be successful but only 747 of the 1,000 Lend Lease Shares tendered would be bought back, as a result of the 25.25% scale back (see scale back table below). This is not a Priority Tender as Shareholder 1 did not tender its entire holding at or below the Buy-Back Price.

Shareholder 2 tendered a total of 5,000 Lend Lease Shares at two different prices: 800 Lend Lease Shares at \$12.00 and 4,200 Lend Lease Shares at \$10.80. The Tender submitted at \$12.00 would be successful and all 800 Lend Lease Shares would be bought back. Although the Lend Lease Shares were tendered at the Buy-Back Price, no scale back applies as this is a Priority Tender (see scale back table below). The Tender submitted at \$10.80 would be successful and all 4,200 Lend Lease Shares would be bought back, as the Tender Price is below the Buy-Back Price.

Shareholder 3 tendered 3,600 Lend Lease Shares at \$12.00. The Tender would be successful but only 2,691 of the 3,600 Lend Lease Shares tendered would be bought back, as a result of the 25.25% scale back (see scale back table below). This is not a Priority Tender as following the scale back Shareholder 3 would be left with more than 500 Lend Lease Shares.

Shareholder 4 tendered 1,400 Lend Lease Shares as a Final Price Tender. The Tender would be successful and all 1,400 Lend Lease Shares would be bought back as the Buy-Back Price is not the lowest price in the range.

Scenario scale back table (example only)	Lend Lease Shares tendered @\$12.00	Scale back $(%)^{(*)}$	Tender :post scale back ⁽²⁾	∶Lend Lease Shares remaining	Priority Tender ^®	:Lend Lease Shares tendered @ \$12.00 that are bought back
Shareholder 1	1.000	. 25.25	747	253	Nο	747
Shareholder 2	800	25.25	598	202	Yes	800
Shareholder 3	3.600	25.25	2.691	909	Νo	2,691
Shareholder 4			No scale back applies

NOTES:

(1) A scale back of 26.25% means 74.75% of the Lend Lease Shares subject to scale back would be bought back (gnoring Priority Tenders).

(2) When the scale back is calculated, all fractions are rounded down to the next Share. For example, Shareholder 1 has 1,000 Lend Lease Shares that are subject to scale back, therefore 1,000 x (1-0.2526) = 747.6 which when rounded down equals 747 Eend Lease Shares.

(3) The Priority Tender takes into account all Lend Lease Shares held by a shareholder. Accordingly, while Shareholder 1 is left with only 253 Lend Lease Shares tendered at \$12.00 following the application of the scale back, this is not a Priority Tender since Shareholder 1 will also hold the 4,000 Lend Lease Shares unsuccessfully tendered at \$12.60 and the 11,000 Lend Lease Shares not tendered.

Scenario 2 (example only)

In scenario 2 we assume the scale back remains at 25.25%, but the Buy-Back Price is assumed (for illustrative purposes) to be the bottom of the range - that is, \$10.80. The outcome of each Tender would be as follows:

	Tender price	Tendered	Outcome
Shareholder.	\$12.50		Not successful, no Lend Lease Shares bought back -
	\$12.00		Not successful, no Lend Lease Shares bought back
Shareholder 2			Not successful, no Lend Lease Shares bought back
	\$10.80		Successful, 3,139 Lend Lease Shares bought back
Shareholder 3	ድ12 በበ-	13.600	Not successful, no Lend Lease Shares bought back
Shareholder 4	Final Tender Price 1,400		Successful, all 1,400 Lend Lease Shares bought back

Shareholder 1 tendered at prices above the Buy-Back Price so no Lend Lease Shares would be bought back.

Shareholder 2 tendered a total of 5,000 Lend Lease Shares at two different prices: 800 Lend Lease Shares at \$12.00 and 4,200 Lend Lease Shares at \$10.80. The Tender submitted at \$12.00 would not be successful as the Tender Price is above the Buy-Back Price. The Tender submitted at \$10.80 would be successful but only 3,139 of the 4,200 shares tendered would be bought back, as a result of the 25.25% scale back (see scale back table below). This is not a Priority Tender as following the scale back, Shareholder 2 would be left with more than 500 Lend Lease Shares.

Shareholder 3 tendered 3,600 Lend Lease Shares at \$12.00. The tender would not be successful as the Tender Price is above the Buy-Back Price.

Shareholder 4 tendered 1,400 Lend Lease Shares as a Final Price Tender. The Tender would be successful and all 1,400 shares would be bought back as it is a Priority Tender (see scale back table below).

Scenario 2 scale back table (example only)	Lend Lease Shares tendered $@$ \$10.80 ^%	Scale back $(96)^{(2)}$	Tender post scale back ^®	Lend Lease Shares remaining	Priority Tender^®	:Lend Lease Shares tendered @ \$10.80 that are bought back
Shareholder 1		nа	na	na	na	na
Shareholder 2	. 4.200	25.25	3.139	1.061	Nο	3.139
Shareholder 3		na	na	na	na	na
Shareholder 4	.400	25.25	1.046	354	Yes	1.400

NOTES:

(1) Includes Final Price Tenders.

(2) A scale back of 26.25% means 74.76% of the Lexid Lease Shares subject to scale back would be bought back (ignoring Priority Tenders).

(3) When the scale back is calculated, all fractions are rounded down to the next Share. For example, Shareholder 2 has 4,200 Lend Lease Shares that are subject to scale back, therefore 4,200 x (1-0.2525) = 3,139.50 which when rounded down equals 3,139 Lend Lease Shares.

DEFINED TERMS
AND INTERPRETATION

8.1 Definitions

In the Buy-Back Documents, capitalised terms have the same meaning as given to those terms in the Explanatory Memorandum unless otherwise defined in this booklet. In addition, the following terms have the following meaning:

ACH means Australian Clearing House Pty Ltd (which was formerly named Options Clearing House Pty Ltd).

Annual General Meeting means the annual general meeting of Lend Lease to be held on 17 November 2004. ASIC means the Australian Securities and Investments Commission.

ASTC Settlement Rules means the settlement rules of the securities clearing house of ASX from time to time.

ASX means Australian Stock Exchange Limited.

ATO means the Australian Taxation Office.

Business Day has the meaning given to it in the Listing Rules.

Buy-Back and Off-Market Buy-Back mean the buy-back of Lend Lease Shares proposed, or to be effected, in accordance with the terms of the Buy-Back Documents.

Buy-Back Amount means the dollar amount of Lend Lease Shares that Lend Lease decides to buy back in the Off-Market Buy-Back.

Buy-Back Contract means the contract between you and Lend Lease (assuming a Tender made by you is accepted by Lend Lease) on the terms of this Tender Invitation and the Tender, by which Lend Lease agrees to buy back those of your Lend Lease Shares which are the subject of a Tender which is accepted by Lend Lease.

Buy-Back Date means the date Lend Lease enters into the Buy-Back Contract with you (assuming a Tender made by you is accepted by Lend Lease) which will be 6 December 2004 or such other date during the two weeks following the Closing Date as is determined by Lend Lease.

Buy-Back Documents means this Tender Invitation, the Tender Form and the Withdrawal/Amendment Form.

Buy-Back Period means the period during which Eligible Shareholders may lodge a tender to sell Lend Lease Shares in the Off-Market Buy-Back, expected to be between 1 November 2004 and 7:00pm on 30 November 2004 (inclusive).

Buy-Back Price means the price at which Lend Lease will buy back Lend Lease Shares under Tenders it accepts in the Off-Market Buy-Back.

Buy-Back Record Date means Tuesday 26 October 2004.

Cash Safe Facility has the same meaning given in the Explanatory Memorandum.

CHESS means the Clearing House Electronic Subregister System.

CGT means the capital gains tax.

CHESS Holder means a holder of Lend Lease Shares on the CHESS subregister of Lend Lease.

CHESS Holding means a holding of Lend Lease Shares on the CHESS subregister of Lend Lease.

Closing Date means 7pm Tuesday, 30 November 2004 or any other date determined by Lend Lease.

Corporations Act means the Corporations Act 2001 (Cth).

DPS means distributions per Stapled Security.

Eligible Buy-Back Shares means, in relation to an Eligible Shareholder, the Lend Lease Shares which are registered in the name of that Eligible Shareholder on the Buy-Back Record Date.

Eligible Shareholder means a Lend Lease Shareholder who is registered as the holder of a Lend Lease Share in the Lend Lease register of members at the Buy-Back Record Date other than an Excluded Foreign Buy-Back Participant.

Lend Lease Corporation

Off-Market Buy-Back

Excluded Foreign Buy-Back Participant means a Lend Lease Shareholder who is not eligible to participate in the Off-Market Buy-Back, as described in section 6.

Final Price Tender means a Tender in which the shareholder elects to receive the Buy-Back Price as determined by Lend Lease under the tender process.

GPT means General Property Trust (ARSN 090 110 357).

GST means the goods and services tax levied in Australia pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Issuer Sponsored Holding means a holding of Lend Lease Shares on the issuer sponsored subregister of Lend Lease.

Lend Lease means Lend Lease Corporation Limited ACN 000 226 228.

Lend Lease Directors means the directors of Lend Lease.

Lend Lease Shareholders means a person who is registered as the holder of Lend Lease Shares.

Lend Lease Shares means the fully paid ordinary shares in the capital of Lend Lease as at the Buy-Back Record Date which confer on their holder an entitlement to participate in the Off-Market Buy-Back.

Listing Rules means the Listing Rules of the ASX which are applicable to entities admitted to the official list of the ASX.

Merged Group means Lend Lease and GPT and each of their controlled entities following implementation of the Merger.

Merger means the stapling of Lend Lease Shares to GPT Units to be quoted on the ASX as a single stapled security as described in the Explanatory Memorandum.

Off-Market Buy-Back means the buy-back of Lend Lease Shares proposed, or to be effected, in accordance with the terms of the Buy-Back Documents.

Outlying Price Tender means a Tender in which an Eligible Shareholder elects to offer Lend Lease Shares at a price above \$12.40 (which is a multiple of ten cents (\$0.10)).

Outlying Tender Price means a price nominated under, and in accordance with, an Outlying Price Tender.

Priority Tender means a Tender submitted by a shareholder who tenders all of their Lend Lease Shares at the Buy-Back Price, below the Buy-Back Price and/or as a Final Price Tender and who, where there is a scale back, would have had a Small Holding at the close of the Buy-Back Period as a result of the scale back.

Share Registry means ASX Perpetual Registrars Limited ACN 083 214 537.

Small Holding means a holding of 500 ordinary shares or fewer.

Stapled Security means one Lend Lease Share stapled to one Consolidated GPT Unit.

Tax Act means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth), as applicable.

Tender means a shareholder's offer to sell to Lend Lease a specified number of Lend Lease Shares at a price greater than or equal to \$10.80 or as a Final Price Tender on the terms and conditions set out in the Buy-Back Documents, as amended in accordance with the procedures set out in the Buy-Back Documents.

Tender Form means the tender offer form accompanying this booklet or otherwise provided to you by Lend Lease and, where applicable, includes the Withdrawal/Amendment Form.

Tender Invitation means the invitation contained in this booklet (or, if the context so requires, this booklet itself) and Invitations means the invitations dispatched or to be dispatched to other holders of Lend Lease Shares.

Tender Price means:

one of the specified prices (from \$10.80 to \$12.40) set out on the Tender Form;
where a Final Price Tender is submitted, the Buy-Back Price; or
» where an Outlying Price Tender is submitted, the Outlying Tender Price specified in the Tender.

Tender Range means \$10.80 to \$12.40.

Withdrawal/Amendment/Multiple Form means the form accompanying this booklet or otherwise provided to you by Lend Lease to withdraw or amend a Tender submitted by a shareholder to sell their nominated Lend Lease Shares to Lend Lease (under the terms of this Tender Invitation).

You or shareholder means a holder of Lend Lease Shares and where it is in relation to a Tender will include an action on your behalf by your controlling participant.

8.2 Interpretation

In the Buy-Back Documents unless the context requires otherwise:

words and phrases have the same meaning (if any) given to them in the Corporations Act;
words importing the singular include the plural and vice versa;
the word person includes an individual, a firm, a body corporate, an unincorporated association or an authority;
a reference to any statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
a reference to a person includes the person's executors, administrators, successors, substitutes (including but not limited to, persons taking by novation) and assigns;
a reference to any thing (including, but not limited to, any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to any one or more of them;
» a reference to a section, part or clause is a reference to a section, part and clause of this Off-Market Buy-Back Booklet;
» headings and boldings are for convenience only and do not affect the interpretation of this Tender Invitation;
» a reference to time is a reference to time in Sydney; and
a reference to dollars, \$, A\$, cents, ¢ and currency is a reference to Australian currency unless denominated otherwise.

The postal acceptance rule does not apply to Tenders.

This Tender Invitation, your Tender, the Buy-Back Documents and any Buy-Back Contract are governed by the laws of the State of New South Wales, Australia.

Lend Lease
CORPORATION
ACN 608 226 228

Withdrawal/Amendment Form

THIS DOCUMENT IS IMPORTANT. IF YOU DO NOT UNDERSTAND IT YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER

Registered name and address of Securityholder	SRN/HIN
(Please print in CAPITAL LETTERS in black ink)
	Shares shown in Box A of your original personalised Tender Form.

Please complete the form in black ink only.
Tick with a new Tender Form. (You only need to complete box A, Box B and sign at Box G)	Withdrawal: I/We wish to withdraw my/our previous Tender Form in its entirety and I/we do not wish to replace it
one (only): Tender Form as set out below. (Complete Boxes A to G)	Amendment: I/We wish to withdraw my/our previous Tender Form in its entirety and wish to replace it with a new
I/We offer to sell the following Shares to Lend Lease at the Tender Price(s) specified and on the terms and conditions set out in the
Buy-Back Documents. Insert the number of Shares (if any) you wish to
tender at the Final Price.	at the FINAL PRICE
Insert the number of Shares (if any) you wish to H. tender next to the price at which you wish to tender those Shares.	10.80 at L per Share
Please refer to the instructions on the back of this e u form. Elektronica establecidade en la contrada en la contrada en la contrada en la contrada en la contrada en la c	11.00 at S per Share
TOTAL NUMBER OF SHARES TENDERED 里盟	the contractor 11.20 per Share at $5$
Add up the rows in Boxes C, D and E and write that number in Box F. The number of e u Shares in Box F must not be more than the	11.40 per Share at S
number in Box A. E.	11.60 per Share at S

Please provide your contact details in case we need to speak to you about your Tender:	11.80 at S per Share
--------------------------------------	12.00 per Share $\partial \Omega$
Contact name
e u Contact daytime telephone	12.20 per Share at S
H. Date	per Share 12.40 a S
E	at outlying tender price Outlying Price Tender 1
ተ	0 \$
	and Outlying Price Tender 2 at outlying tender price
Insert the number of Shares you wish to tender at Outlying		0

Sole Director and Sole Company Secretary Director/Company Secretary TENDERS MUST BE RECEIVED BY 7.00pm (SYDNEY TIME) 30 NOVEMBER 2004

$\pm$

Please sign within the appropriate boxes below. Instructions are on the back of this form.
Individual or Joint Shareholder 1

and Outlying Price Tender 3

at outlying tender price

Director

Joint Shareholder 3

Martin Martin Seria Seria Seria Seria Seria Seria Seria Seria Seria Seria Seria Seria Seria Seria Seria Seria

Withdrawal/Amendment Form Instructions

How to complete the Withdrawal/Amendment Form

The instructions below are cross-referenced to the Withdrawal/Amendment Form. Please complete the form in black ink only.

Please complete your registered name and address, your Securityholder Reference Number (SRN) if you are an Issuer Sponsored Holder or your Holder Identification Number (HIN) if you are a CHESS holder and the number of Shares shown in Box A of your original personalised Tender Form.

You may elect to withdraw your previous Tender Form in its entirety by ticking the "Withdrawal Box", or replace your previous Tender Form with a new Tender Form by ticking the "Amendment Box" (tick one only).

Enter in Box C the number of Shares you wish to tender at the Final Price.

Enter in Box D the number of Shares you wish to tender at specified prices. You may tender different parcels of Shares at different Tender Prices. For example, you may tender some Shares at the specified price of say, \$11.40, and some Shares at the specified price of say, \$12.20.

Enter in Box E the number of Shares you wish to tender as an Outlying Price Tender(s). You must also specify the Outlying Tender Price(s) at which you wish to tender your Shares. Outlying Tender Prices must be in multiples of \$0.10 greater than \$12.40 (for example, \$12.50, \$12.60, \$12.70, etc).

You must add up the number of Shares inserted in Boxes C, D and E and write the total number in Box F. This total number must not exceed the number of Shares shown in Box A on your original personalised Tender Form.

Each parcel of Shares tendered at a different Tender Price is a separate Tender. If you do Tender separate small parcels there is a risk that you may be left with a small parcel (as opposed to having all or none of the tendered shares bought back).

Sign the Withdrawal/Amendment Form at Box G. By signing and returning this Withdrawal/Amendment Form you acknowledge that you have read and understood the Buy-Back Documents and:

if you have ticked the "Withdrawal Box", you wish to withdraw the Tender(s) specified on your previous Tender Form. You do not wish to replace those Tender(s) with any new Tenders.
if you have ticked the "Amendment Box", you wish to replace the Tender(s) specified on your previous Tender Form with the new Tender(s) specified on this Withdrawal/Amendment Form. You acknowlege that the Tender(s) specified on this Withdrawal/Amendment Form are offers to sell the tendered Shares to Lend Lease at the Tender Price(s) specified and on the terms and conditions set out in the Buy-Back Documents.

Joint shareholders - all holders must sign.

Under power of attorney - if not already noted by the Lend Lease Share Registry, a certified copy of the power of attorney must accompany this form. Where this form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power.

Deceased estate - all executors should sign and, if not already noted by the Lend Lease Share Registry, a certified copy of probate or letters of administration must accompany this form.

Company - this form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director.

Submitting your Withdrawal/Amendment Form

If you require further information on how to complete this form please contact the Lend Lease Buy-Back enquiry line on 1300 302 138 (within Australia) or +612 9240 7468 (from outside Australia).

CHESS Holders

Do not send your Withdrawal/Amendment Form to the Lend Lease Share Registry. You need to ensure that your controlling participant receives your withdrawal/amendment instructions in sufficient time for them to process your withdrawal/amendment no later than 7:00pm (Sydney time) on 30 November 2004.

Issuer Sponsored Holders

Send or deliver your completed and signed Form to the following address so that it is received no later than 7.00 pm (Sydney time) on 30 November 2004.

If sending by mail

Lend Lease Off Market Buy-Back ASX Perpetual Registrars Limited Locked Bag A14 Sydney South NSW 1235

If hand delivering

Lend Lease Off Market Buy-Back ASX Perpetual Registrars Limited Level 8, 580 George Street Sydney NSW 2000

Tender Form - ISSUER Sponsored Holders

THIS DOCUMENT IS IMPORTANT. IF YOU DO NOT UNDERSTAND IT YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER. If you do not wish to participate in the Buy-Back do not return this form. See over for how to complete this form.

Securityholder Reference Number (SRN):

100123456789

I/We offer to sell the following Shares to Lend Lease at the Tender Price(s) specified and on the terms and conditions set out in the Buy-Back Documents.

Tinsert the number of Shares (if any) you wish to Β tender at the Final Price.				$\sim$ at the FINAL PRICE
Insert the number of Shares (if any) you wish to tender next to the price at which you wish to tender those Shares.	53	the solid experiment and the solid state of the solid results	at \$	10.80	per Share
Please refer to the instructions on the back of this form	٣F		$at$ $\mathfrak{D}$	11.00	per Share
TOTAL NUMBER OF SHARES TENDERED.	۳.		at \$	11.20	per Share
Add up the rows in Boxes B, C and D and write that number in Box E. The number of	$\frac{1}{\sqrt{2}}$		at $\mathfrak s$	11.40	per Share
Shares in Box E must not be more than the number in Box A.	H		$at$ $\mathcal{F}$	11.60	per Share
Е	35		at \$	11.80	per Share
Please provide your contact details in case we need to speak to you about your Tender:	58		at \$	12.00	per Share
Contact name	58		at \$	12.20	per Share
	35		at \$	12.40	per Share
Contact daytime telephone	D	Outlying Price Tender 1	\$	at outlying tender price	o
Date		and Outlying Price Tender 2		at outlying tender price
Insert the number of Shares you wish to tender at Outlying Tender Price(s). You must specify the Outlying Tender. Price in multiples of \$0.10 greater than \$12.40.		and Outlying Price Tender 3	s	at outlying tender price	O
			\$		0
Please sign within the appropriate boxes below. Instructions are on the back of this form. Individual or Joint Shareholder 1		Joint Shareholder 2		Joint Shareholder 3 [1999] Joint Shareholder 3

Sole Director and Sole Company Secretary		Director/Company Secretary Director		ATANG ATANG ANG ANG ANG ANG ANG ANG ANG ANG ANG

TENDERS MUST BE RECEIVED BY 7.00pm (SYDNEY TIME) 30 NOVEMBER 2004

LLC BBW001

THE PROPERTY AND MUNICIPALITY

DPID CODE A B SAMPLE ADDRESS 1

ADDRESS 2 ADDRESS 3 ADDRESS 4

Please complete the form in black ink only.

Tender Form Instructions - Issuer Sponsored Holders How to complete the Tender Form The instructions below are cross-referenced to the Tender Form. Please complete the form in black ink only. This is the total number of Shares registered in your name as at 26 October 2004 that confer an entitlement to A participate in the Buy-Back. Enter in Box B the number of Shares you wish to tender at the Final Price. B. Enter in Box C the number of Shares you wish to tender at specified prices. You may tender different parcels of Shares C. at different Tender Prices. For example, you may tender some Shares at the specified price of say, \$11.40, and some Shares at the specified price of say, \$12.20. Enter in Box D the number of Shares you wish to tender as an Outlying Price Tender. You must also specify the Outlying D Tender Price at which you wish to tender your Shares. Outlying Tender Prices must be in multiples of \$0.10 greater than \$12.40 (for example, \$12.50, \$12.60, \$12.70, etc). You must add up the number of Shares inserted in Boxes B, C and D and write the total number in Box E. This total E number must not exceed the number of Shares shown in Box A. Each parcel of Shares tendered at a different Tender Price is a separate Tender. If you do Tender separate small parcels there is a risk that you may be left with a small parcel (as opposed to having all or none of the tendered shares bought back). Sign the Tender Form at Box F. By signing and returning this Tender Form you acknowledge that you have read and F understood the Buy-Back Documents and that the Tender(s) specified on this Tender Form are offers to sell the tendered Shares to Lend Lease at the Tender Price(s) specified and on the terms and conditions set out in the Buy-Back Documents. Joint shareholders - all holders must sign. Under power of attorney - if not already noted by the Lend Lease Share Registry, a certified copy of the power of attorney must accompany this form. Where this form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power or the death of the donor of the power. Deceased estate - all executors should sign and, if not already noted by the Lend Lease Share Registry, a certified copy of probate or letters of administration must accompany this form. Company - this form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director. Submitting your Tender Form If you require further information on how to complete this form please contact the Lend Lease Buy-Back enquiry line on 1300 302 138 (within Australia) or +612 9240 7468 (from outside Australia). Send or deliver your completed and signed Tender Form to the following address or, if mailing within Australia, use the enclosed envelope, so that it is received no later than 7.00 pm (Sydney time) on 30 November 2004. If sending by mail If hand delivering Lend Lease Off Market Buy-Back Lend Lease Off Market Buy-Back ASX Perpetual Registrars Limited ASX Perpetual Registrars Limited Locked Bag 14

Sydney South NSW 1235 AUSTRALIA

Level 8, 580 George Street Sydney NSW 2000

DPID CODE A B SAMPLE

ADDRESS 1 ADDRESS 2 ADDRESS 3 ADDRESS 4

Tender Form - CHESS Holders

Broker Name:

PID:

Please complete the form in black ink only.

I/We offer to sell the following Shares to Lend Lease at the Tender Price(s) specified and on the terms and conditions set out in the Buy-Back Documents.

Insert the number of Shares (if any) you wish to B tender at the Final Price.		at the FINAL PRICE
insert the number of Shares (if any) you wish 51 m to tender next to the price at which you wish to tender those Shares.		10.80 at G	per Share
em Ba Please refer to the instructions on the back of this form.		11.00 at \$	per Share
H		11.20 at S	per Share
TOTAL NUMBER OF SHARES TENDERED ea Br Add up the rows in Boxes B, C and D and write that number in Box E. The number of		11.40 at S	per Share
Shares in Box E must not be more than the Eã number in Box A.		11.60 at3	per Share
勝闘盗		11.80 at \$	per Share
Please provide your contact details in ea Ba case we need to speak to you about your Tender:		12.00 at S	per Share
ea Ud		12.20 at \$	per Share
Contact name H		12.40 at \$	per Share
Contact daytime telephone D	Outlying Price Tender 1	at outlying tender price \$	0
Date	and Outlying Price Tender 2	at outlying tender price
Insert the number of Shares you wish to tender at Outlying		\$	0
Tender Price(s). You must specify the Outlying Tender. Price in multiples of \$0.10 greater than \$12.40.	and Outlying Price Tender 3	at outlying tender price
		\$	0
Please sign within the appropriate boxes below, instructions are on the back of this form. ۱Ĵ individual or Joint Shareholder 1 Joint Shareholder 2		Joint Shareholder 3
Sole Director and Sole Company Secretary Director/Company Secretary	Director

TENDERS MUST BE RECEIVED BY 7.00pm (SYDNEY TIME) 30 NOVEMBER 2004

LLC BBW002

THE MANUTE CONTINUES.

Tender Form Instructions - CHESS Holders

How to complete the Tender Form

The instructions below are cross-referenced to the Tender Form.

This is the total number of Shares registered in your name as at 26 October 2004 that confer an entitlement to participate in the Buy-Back.

Enter in Box B the number of Shares you wish to tender at the Final Price. B

Enter in Box C the number of Shares you wish to tender at specified prices. You may tender different parcels of Shares at different Tender Prices. For example, you may tender some Shares at the specified price of say, \$11.40, and some Shares at the specified price of say, \$12.20.

Enter in Box D the number of Shares you wish to tender at an Outlying Price. You must also specify the Outlying Tender Price at which you wish to tender your shares. Outlying Tender Prices must be in multiples of \$0.10 greater than \$12.40 (for example, \$12.50, \$12.60, \$12.70, etc).

You must add up the number of Shares inserted in Boxes B, C and D and write the total number in Box E. This total number must not exceed the number of Shares shown in Box A.

Sign the Tender Form at Box F. By submitting a Tender you acknowledge that you have read and understood the Buy-Back Documents and that the Tender(s) are offers to sell the tendered Shares to Lend Lease at the Tender Price(s) specified and on the terms and conditions set out in the Buy-Back Documents.

Joint shareholders - all holders must sign.

Deceased estate - all executors should sign and, if not already noted by the Lend Lease Share Registry, a certified copy of probate or letters of administration must accompany this form.

Company - this form must be signed by 2 directors, a director and company secretary or, in the case of a company with a sole director who is also the sole company secretary, the sole director.

Submitting your Tender

DO NOT send your Tender Form to the Lend Lease Share Registry

If you require further information on how to complete this Tender Form please contact the Lend Lease enquiry line on 1300 302 138 (within Australia) or +612 9240 7468 (outside Australia).

You need to ensure that your controlling participant (normally your broker) receives your Tender instructions (including, where applicable, any Outlying Price Tender Instructions) in sufficient time for them to process your Tender no later than 7:00 pm Sydney time on 30 November 2004. The name of the controlling participant who manages your CHESS holding as at 26 October 2004 is preprinted on the front of this Tender Form.

Examples of completed Blue Tender Forms

Set out below are some examples of completed Tender Forms. If, after referring to the Buy-Back Booklet, you decide to participate, please refer to the instructions on the back of the Tender Form, which will also inform you how to arrange for submission of your Tender(s).

BEARER YOU CAN TENDER n Brath TIHVILLE NOW 2000 der is auf Dra is Mic Decome P. 2000 ÷ 11.00 pm diam ÷ بسابهميز ÷ 11.20 pe 24 TOUL MANING OF SHAND THE H 1000 in Same B., C. and , in Ban B. The sam pinan Lifer II mus not be to n Per A Æ at 11.00 pm av E щ ## 11.20 pe Shera 3000 STEP 2 14 12.00 per N ÷ an ya ne. Mi ^r enia: at \$ 12.20 per th 4 John Einith STEP 3 af 1240 peter ÷ 02 9999 5555 Aging Prim T make 1 D 11 / 04 10 / --- im Principi, Tim samt opretty the Enthäng p in realitying of 00,10 groups in the & 10.40. and Outline Price T a ¢ STEP 4 Step 1: In Box B write 2000 and in Box C write 1000 next to \$11,20	Lend Lease **	Tender Form – CHESS Sponsored Holders HIS DOGENERY IS BEFORERAY. IP YOU GO ROY UNDERSTRI GU SAGLILO GOEDULT YOUR PROPERIONAL ACADEM. TH. DOM
			STEP ₅
			STEP ₁


			(§ 11.00 per linera

			## 11.40 per Mars










			LLC BRANDOS


Add amounts in Boxes B and C and write the total Step 2:!

AI assistant

GPT GROUP — Transaction in Own Shares 2004

65009_rns_2004-10-26_748b7720-5d4f-4868-8c99-813500b430cb.pdf

Stock Exchange Announcement

Off-Market Buy-Back Documents

TANAHANAN ANG PANGANANAN SA PANGANANAN Mariji de Sandarija ( 0..................................... THE REAL PROPERTY AND REAL PROPERTY Umu

IMPORTANT NOTICES

What is this document

Other key documents

No investment advice

Defined terms

Forward looking statements

Responsibility statement

US securities law disclaimer

Notice to Lend Lease Shareholders in jurisdictions other than Australia

Privacy

CONTENTS

IMPORTANT

CHAIRMAN'S LETTER

Dear Shareholder

1.1 Why is Lend Lease proposing to buy back Lend Lease Shares off-market?

(a) Gearing levels

(b) Aligns future sources and uses of capital

(c) Alternative to participation in stapling

1.2 How many Lend Lease Shares does Lend Lease propose to buy back?

1.3 Am I eligible to offer to sell Lend Lease Shares in the Off-Market Buy-Back?

1.4 What if I am an Excluded Foreign Buy-Back Participant?

1.5 What price will I receive for my Lend Lease Shares?

1.6 Do I have to sell my Lend Lease Shares?

1.7 How long will the Off-Market Buy-Back be open?

1.8 How do I submit a Tender?

1.9 At what prices can I offer to sell my Lend Lease Shares?

1.10 What is an Outlying Price Tender?

1.11 What is a Final Price Tender?

1.12 How will Lend Lease determine successful Tenders?

1.13 What is a scale back?

1.14 What is a Priority Tender?

1.15 How and when will I receive payment for Lend Lease Shares bought back?

1.16 What happens if I do not participate?

1.17 What alternative means of disposal are available if I do not participate in the Off-Market Buy-Back?

1.18 What are the possible advantages of participating in the Off-Market Buy-Back compared to participating in the Cash Sale Facility?

1.19 What are the possible advantages of participating in the Off-Market Buy-Back compared to selling on-market?

1.20 What are the possible disadvantages of participating in the Off-Market Buy-Back compared to the other alternatives?

1.21 How have Lend Lease's Shares performed recently?

122 Can I withdraw or amend my Tender?

1.23 Can I trade or deal with my Lend Lease Shares after submitting a Tender?

1.24 Can I vote at shareholders' meetings if I tender my Lend Lease Shares?

1.25 What are my dividend entitlements if I tender my Lend Lease Shares?

1.26 Will the Off-Market Buy-Back proceed if the Buy-Back Resolution is NOT passed at the Annual General Meeting?

1.27 Is the Off-Market Buy-Back subject to any conditions?

2.1 How do I submit a Tender?

STEP 1 - Decide how many Lend Lease Shares you wish to sell

STEP 2 - Decide at what price you are willing to sell

STEP 3 - Submit your Tender(s) by 7pm (Sydney time) on 30 November 2004

(b) CHESS Holdings (Blue form)

2.2 Can I amend or withdraw my Tender?

(a) Issuer Sponsored Holdings

Withdrawal of Tenders

Amendment of Tenders

(b) CHESS Holdings

2.3 How do I obtain additional Tender and Withdrawal/Amendment Forms?

3.1 Background

3.2 Taxation treatment of Off-Market Buy-Back: summary

3.3 Capital Component of the Buy-Back Price may be deemed to be greater than \$3.45

3.4 Australian resident individuals and complying superannuation entities

3.5 Australian resident company

Capital Gains Tax - Disposal of Shares

3.6 Non-residents

Capital Gains Tax - Disposal of Shares

3.7 Taxation treatment of Merger Dividends

Treatment of special fully franked dividend

Treatment of additional unfranked dividend

3.8 Shares not bought back under the Off-Market Buy-Back

3.9 Goods and Services Tax ("GST")

3.10 Examples

Lend LeaseCorporation

Off-MarketBuy-Back

3.11 Illustrations

(b) \$10 cost base with Discount CGT

Tax Rate (including Medicare levy): 31.5% Individual

GPT GROUP Transaction in Own Shares 2004

Lend Lease
Corporation

Off-Market
Buy-Back

EFFECTS OF THE
OFF-MARKET BUY-BACK ŌN LEÑD LEASE AND THE MERGER

DEFINED TERMS
AND INTERPRETATION