LENDLEASE GROUP — AGM Information 2009

Oct 11, 2009

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Stock Exchange Announcement

2009 Annual General Meeting

12 October 2009

Attached is a copy of the Notice for the 2009 Annual General Meeting to be sent to shareholders.

The meeting will be held at City Recital Hall, Angel Place, Sydney on Thursday 12 November 2009 commencing at 10.00 am.

ENDS

For more information contact:

Sally Cameron Lend Lease Corporation Tel: 02 9236 6464

Lend Lease Corporation Limited ABN 32 000 226 228 Level 4, 30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

Telephone +612 9236 6111 Facsimile +612 9252 21921 www.lendlease.com

Lend Lease C O R P O R A T I O N

Notice of Annual General Meeting

Notice is given that the 2009 Annual General Meeting of Lend Lease Corporation Limited ABN 32 000 226 228 (“the Company”) will be held at City Recital Hall, Angel Place, Sydney on Thursday, 12 November 2009 at 10.00am.

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ORDINARY BUSINESS

Accounts and Reports

To receive and consider the Financial Report of the Company and reports of the Directors and Auditor for the year ended 30 June 2009.

Election of Directors

2. To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

3. (a) that Mr Phillip Colebatch, being a Director of the Company who retires in accordance with Rule 6.1(f) of the Constitution, being eligible, is elected as a Director of the Company; and

4. (b) that Ms Julie Hill, being a Director of the Company who retires in accordance with Rule 6.1(f) of the Constitution, being eligible, is elected as a Director of the Company.

Remuneration Report

1. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

To adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2009.

SPECIAL BUSINESS

Approval of amendments to Constitution to facilitate the Stapling Proposal

1. To consider and, if thought fit, to pass the following resolution as a special resolution:

That, subject to the passage of Resolution 4, the Constitution of the Company be amended with effect on and from the Effective Date (as defined in the notice convening this meeting) and in the manner described in the Explanatory Statement accompanying the notice convening this meeting and shown in the copy of the Constitution submitted to the meeting and for the purposes of identification signed by the Chairman of the meeting and marked “A” (so that all text which is underlined in that copy is inserted into the Constitution and all text which is struck through in that copy is deleted from the Constitution).

For the purposes of Resolution 3, the “Effective Date” means the date on which the Company declares by an announcement to the ASX that the Stapling Proposal is to be implemented, being the date on which the Lend Lease Shares become stapled to the Lend Lease Trust Units.

Please refer to the enclosed Explanatory Statement (which forms part of this Notice of Meeting) for further details on this resolution.

General approval of Stapling Proposal

1. To consider and, if thought fit, to pass the following resolution as a special resolution:

That, subject to the passage of Resolution 3, a general approval be given to the Stapling Proposal, as described in the Explanatory Statement accompanying the notice convening this meeting.

Please refer to the enclosed Explanatory Statement for further details on this resolution.

Proportional Takeover Rules

1. To consider and, if thought fit, to pass the following resolution as a special resolution:

That the Company renew the proportional takeover provisions contained in Rule 15 of the Constitution for a period of 3 years from the date of this resolution.

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EXPLANATORY NOTES AND RELATED MATERIALS

Shareholders are referred to the Explanatory Notes and Explanatory Statement accompanying and forming part of this Notice of Meeting.

PROXIES

If you are unable to attend the meeting, you may appoint a person (either an individual or body corporate) to act as your proxy at the meeting by completing the attached Proxy Form. Proxy Forms must be received in accordance with the instructions on the front of the Proxy Form by 10.00am on Tuesday, 10 November 2009. Please note that:

• a shareholder entitled to attend and cast at least two votes may appoint not more than two proxies.

• where two proxies are appointed, each proxy may be appointed to represent a specified proportion of the shareholder’s voting rights. If no proportion is specified, each proxy may exercise half of the shareholder’s voting rights.

• a proxy need not be a shareholder of the Company.

DETERMINATION OF RIGHT TO VOTE

The Board has determined that, for the purposes of the meeting, shares will be taken to be held by the persons who were the registered holders of those shares at 7.00pm on Tuesday, 10 November 2009. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

CORPORATE SHAREHOLDERS

A corporate shareholder wishing to appoint a person to act as its representative at the meeting must provide that person with an authority executed in accordance with the company’s constitution and the Corporations Act 2001 authorising him or her to act as the company’s representative. The authority must be sent to the Company and/or Share Registry, Computershare Investor Services Pty Limited, in advance of the meeting or handed in at the meeting when registering as a corporate representative.

SHAREHOLDER QUESTIONS

The Company offers a facility for shareholders to submit questions in advance of the meeting. Shareholders may submit questions online through the Share Registry website (www.investorvote.com.au).

Questions must be received by no later than 10.00am on Tuesday, 10 November 2009. Questions should relate to matters that are relevant to the business of the meeting, as outlined in the Notice of Meeting, Explanatory Notes, and Explanatory Statement.

Questions will be collated and during the meeting the Chairman will seek to address as many of the more frequently raised topics as possible having regard to available time. Please note that answers will not be sent to enquirers on an individual basis.

REGISTRATION

Registration will commence at 9.00am. For ease of registration, please bring your Proxy Form to the meeting.

By order of the Board

William Hara Company Secretary 12 October 2009

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EXPLANATORY NOTES AND RELATED MATERIALS

Lend Lease 2009 Annual General Meeting – Explanatory Notes to Notice of Meeting

ORDINARY BUSINESS

Accounts and Reports

The Corporations Act requires the Financial Report and the Reports of the Directors and Auditor to be laid before the Annual General Meeting and the Company’s Constitution provides for these Reports to be received and considered. Neither the Corporations Act nor the Constitution requires a vote of shareholders at the Annual General Meeting on these Reports. However, shareholders will be given the opportunity to raise questions at the Meeting.

Resolution 1 – To elect Directors

The following information is provided in respect of each candidate:

P M Colebatch (Non Executive)

Mr Colebatch, aged 64, joined the Board in December 2005 and is Chairman of the Personnel & Organisation Committee and a member of the Risk Management and Audit Committee and the Nomination Committee.

Experience and Qualifications

Mr Colebatch has a Bachelor of Science and Bachelor of Engineering from the University of Adelaide, a Master of Science from Massachusetts Institute of Technology and a Doctorate in Business Administration from Harvard University. He has held senior management positions in insurance and investment banking, and was formerly on the Executive Board of Swiss Reinsurance Company, Zurich. He was previously on the Executive Board of Credit Suisse Group, Zurich, where he was Chief Financial Officer, and was subsequently Chief Executive Officer of Credit Suisse Asset Management.

Other Listed Company Directorships

Insurance Australia Group Limited (appointed January 2007) Man Group plc (appointed September 2007)

Term of office, independence and relationships with the company and other directors

Mr Colebatch was appointed by the Board in accordance with Rule 6.1(d) of the Company’s Constitution on 1 December 2005 and is submitting himself for election by shareholders for the second time at this meeting. The Board considers Mr Colebatch to be an independent director (refer to the 2009 Annual Report for the Company’s definition of independent directors). Mr Colebatch does not have any other relationships with either the Company or other directors.

The Board, other than Mr Colebatch, unanimously recommends that shareholders vote in favour of Mr Colebatch’s election. The Chairman intends to vote undirected proxies in favour of the Resolution.

J A Hill (Non Executive)

Ms Hill, aged 63, joined the Board in May 2006 and is Chairperson of the Sustainability Committee and a member of the Personnel and Organisation Committee and Nomination Committee.

Experience and Qualifications

Ms Hill has held a number of senior executive positions in the land development and housing construction industry in North America. She was formerly the Chairperson, President and Chief Executive Officer of Costain Homes, Inc. and Vice President & General Manager, Mobil Land (Georgia) Corporation. She has a Bachelor of Arts from the University of California at Los Angeles and a Master of Arts Marketing and Management from the University of Georgia.

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Other Listed Company Directorships

Wellpoint, Inc. (appointed March 1994)

Term of office, independence and relationships with the company and other directors

Ms Hill was appointed by the Board in accordance with Rule 6.1(d) of the Company’s Constitution on 8 May 2006 and is submitting herself for election by shareholders for the second time at this meeting. The Board considers Ms Hill to be an independent director (refer to the 2009 Annual Report for the Company’s definition of independent directors). Ms Hill does not have any other relationships with either the Company or other directors.

The Board, other than Ms Hill, unanimously recommends that shareholders vote in favour of Ms Hill’s election. The Chairman intends to vote undirected proxies in favour of the Resolution.

Resolution 2 – Remuneration Report

The Company’s Remuneration Report for the financial year ended 30 June 2009 is set out on pages 79 to 102 of the Company’s 2009 Annual Report and can also be found on the Company’s website at www.lendlease.com. The Remuneration Report forms part of the Directors’ Report. It sets out the remuneration policy for the Company and discloses the remuneration arrangements in place for the Executive Director, specified executives and Non Executive Directors. This Report meets Australian disclosure requirements.

The Corporations Act requires listed companies to put an annual non-binding resolution to shareholders to adopt the Remuneration Report. In line with the legislation, this vote will be advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when determining the remuneration policy of the Company.

At the Meeting a reasonable amount of time will be provided for discussion of this item of business.

The Board unanimously recommends that shareholders vote in favour of this Resolution. The Chairman intends to vote undirected proxies in favour of the Resolution.

SPECIAL BUSINESS

Resolution 3 – Approval of amendments to Constitution to facilitate the Stapling Proposal

Please refer to the enclosed Explanatory Statement for further details on this resolution.

The Board unanimously recommends that shareholders vote in favour of this Resolution. The Chairman intends to vote undirected proxies in favour of the Resolution.

Resolution 4 – General approval of Stapling Proposal

Please refer to the enclosed Explanatory Statement for further details on this resolution.

The Board unanimously recommends that shareholders vote in favour of this Resolution. The Chairman intends to vote undirected proxies in favour of the Resolution.

Resolution 5 – Proportional Takeover Rules

A proportional takeover offer is a takeover offer where the offer made to each shareholder is only for a proportion of that shareholder’s shares. The Constitution currently includes proportional takeover provisions (Rule 15). These came into effect in 1997 when the Company adopted its existing Constitution and were renewed by shareholders in 2000, 2003 and 2006.

Under the Corporations Act (the “Act”), proportional takeover provisions expire after three years from adoption or renewal and may then be renewed. The Board is seeking shareholder approval to renew the proportional takeover provisions in the Constitution.

The proposed proportional takeover provisions are identical to those adopted in 2006.

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The Act requires that the following information be disclosed in this notice:

Effect

If a takeover offer is made under a proportional takeover bid, the Directors must ensure that a resolution of shareholders to approve the takeover bid is voted on more than 14 days before the last day of the bid period (or such later date as is approved by the Australian Securities and Investments Commission).

Each shareholder has one vote for each fully paid share held. Each partly paid share carries a fraction of a vote, reflecting the amount paid up. The vote is decided on a simple majority. The bidder and its associates are not allowed to vote. If the resolution is not passed, transfers giving effect to takeover contracts for the bid will not be registered and the offer will be taken to have been withdrawn.

If the bid is approved (or taken to have been approved), the transfers must be registered (provided they comply with other provisions of the Act and the Constitution).

The Directors breach the Act if they fail to ensure the approving resolution is voted on. However, if the resolution is not voted on, the bid will be taken to have been approved.

The proportional takeover approval provisions set out above do not apply to full takeover offers and will only apply until 3 years after the date of renewal. The provisions may be renewed again, but only by a special resolution of shareholders.

Reasons

A proportional takeover bid involves an offer for only a proportion of each member’s securities. This may allow control of the Company to pass without members having the chance to sell all their securities to the bidder. This may assist a bidder to take control of the Company without payment of an adequate control premium. The approval provisions will allow members to decide collectively if a proportional offer is acceptable in principle and will assist in ensuring that any partial offer is appropriately priced. At the date this notice was prepared, no Director is aware of a proposal by a person to acquire (or to increase) a substantial interest in the Company.

Potential advantages and disadvantages

The Directors consider that the takeover approval provisions have no potential advantages or disadvantages for them. They remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The Board also considers that there have been no advantages or disadvantages for either the Directors or the Company’s members during the period since 2006 during which the current proportional takeover provisions have been in effect.

The potential advantages of the takeover approval provisions for members of the Company are:

• members have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• the provisions may help members to avoid being locked in as a minority;

• the bargaining power of members is increased (this may help ensure that any partial offer is adequately priced); and

• knowing the view of the majority of members may help each individual member assess the likely outcome of the proportional takeover offer and to decide whether to accept or reject that offer.

The potential disadvantages for members of the Company include:

• proportional takeover offers for securities in the Company may be discouraged;

• members may lose an opportunity of selling some of their securities at a premium; and

• the chance of a proportional takeover being successful may be reduced.

The Board considers that the potential advantages for shareholders of the takeover approval provisions outweigh the potential disadvantages. In particular, shareholders as a whole are able to decide whether or not a proportional takeover bid is successful.

The Board unanimously recommends that shareholders vote in favour of this Resolution. The Chairman intends to vote undirected proxies in favour of the Resolution.

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197LL10001

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

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Your secure access information is:

Cast your proxy vote Access the annual report PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

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For your vote to be effective it must be received by 10:00 am Tuesday 10 November 2009

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form

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102323_6_Proxy_Runons/000001/000002

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Lend Lease Corporation Limited hereby appoint

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the Chairman of the meeting

OR

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Lend Lease Corporation Limited to be held at the City Recital Hall, Angel Place, Sydney, NSW, Australia on Thursday, 12 November 2009 at 10:00 am and at any adjournment of that meeting.

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Items of Business

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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• 1(a) Election of Director - Mr Phillip Colebatch

• 1(b) Election of Director - Ms Julie Hill

• 2 Adoption of Remuneration Report

• 3 Approval of amendments to Constitution to facilitate the Stapling Proposal

• 4 General Approval of Stapling Proposal

• 5 Proportional Takeover Rules

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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L L C

1 0 2 3 2 3 A

Explanatory Statement

In relation to a proposal to staple the shares in Lend Lease Corporation Limited to the units in Lend Lease Trust.

This document is issued by Lend Lease Corporation Limited ABN 32 000 226 228.

Lend Lease

Contents

	Chairman’s letter	1
	Keyshareholder actions	2
	Important dates	2
1	Overview of the StaplingProposal	3
2	Rationale for the StaplingProposal	5
3	Financial impacts of the StaplingProposal	7
4	Mechanics of the StaplingProposal	10
5	Tax Report	11
6	Additional Information	16
7	Glossary	18
	Annexure A: Summary of proposed amendments
	to the Lend Lease constitution	20
	Annexure B: Summaryof LLT constitution	22

Important Notices

What is this document?

This document is an explanatory statement issued by Lend Lease Corporation Limited (ABN 32 000 226 228) (Lend Lease) dated 12 October 2009 and provides shareholders of Lend Lease with details of the structure of Lend Lease and Lend Lease Trust (ARSN 128 052 595) (the Lend Lease Group) following the stapling of Lend Lease Shares to units in the Lend Lease Trust (LLT) (if approved). It also sets out details of the rights and liabilities attaching to LLT Units.

A product disclosure statement in relation to the Stapling Proposal will not be issued in Australia and this document will not be lodged or registered with any regulatory body in Australia or any other country. As detailed in section 6 “Regulatory Consents”, ASIC has provided relief to Lend Lease from the requirement that this explanatory statement be issued as a product disclosure statement. Neither ASIC nor ASX takes any responsibility for this document or the merits of the Stapling Proposal.

LLT is a managed investment schemed registered under Chapter 5C of the Corporations Act. Lend Lease Responsible Entity Limited (ABN 72 122 883 185) (RE) is the responsible entity of LLT.

This document also contains a tax report by Greenwoods & Freehills Pty Ltd (see section 5).

No investment advice

The information outlined in this explanatory statement does not constitute financial product advice and has been prepared without reference to your particular investment objectives, financial situation, taxation position and particular needs. It is important that you read this explanatory statement in its entirety before making any decision on how to vote on the Stapling Proposal. If you are in any doubt in relation to these matters, you should consult your investment, financial, taxation or other professional adviser.

Stapling Proposal Information Line

Within Australia: 1800 256 290 Outside Australia: +61 3 9415 4811

Lease Corporation Limited registered office

Defined terms

Capitalised terms used in this explanatory statement are defined in the Glossary in section 7. The Glossary also sets out some rules of interpretation which apply to this explanatory statement.

Forward looking statements

Statements of intent in relation to future events should not be taken to be a forecast or prediction that those events will occur. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. Lend Lease and the RE, their respective officers, and any person named in this explanatory statement or involved in the preparation of this explanatory statement do not make any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. Accordingly, you are cautioned not to place undue reliance on those statements.

Any forward looking statements in this explanatory statement reflect views held by Lend Lease at the date of this explanatory statement.

Notice to Lend Lease Shareholders in jurisdictions other than Australia

The LLT Units have not been registered under the US Securities Act of 1933, as amended (the Securities Act), or any applicable United States securities laws. Such securities may not be offered or sold in the United States, or for the account or benefit of, a US Person (as defined in Regulation S under the Securities Act) unless such securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act and applicable US State securities laws is available.

Lend Lease Shareholders who are subject to taxation outside Australia should consult their tax adviser as to the applicable tax consequences of holding Stapled Securities and the transactions described in this explanatory statement.

Share registry

Computershare Investor Services Pty Limited Level 3 60 Carrington Street Sydney, NSW 2000

Level 4, 30 The Bond 30 Hickson Road Millers Point NSW 2000

Chairman’s letter

12 October 2009

Dear Shareholder

I have great pleasure in enclosing for your consideration a proposal to amend the Lend Lease constitution to allow the stapling of your Lend Lease shares to units in a new Lend Lease Trust (LLT).

If approved, you will receive (by way of dividend) one unit in LLT for each of your Lend Lease shares and the shares and units will be “stapled” to trade together as a single stapled security on ASX. So, for example, any time you transfer a Lend Lease share, you will also transfer the attached LLT unit. The value of the dividend will be nominal.

This explanatory statement sets out the information you need to know about the proposal, and I urge you to read it carefully.

The current proposal does not signal an intention to depart from our existing strategy, neither is it our intention to be included within the Listed Property Trust index. The stapling simply provides greater flexibility for the optimum holding of assets acquired in the future. Our Annual General Meeting provides an excellent opportunity for shareholders to consider and vote on this proposal.

Traditionally, Lend Lease targets to earn circa 20% of its EBITDA from recurring earning streams, including from the ownership of passive assets. If approved, the stapled structure should provide flexibility for Lend Lease to hold such assets in a more efficient manner, providing opportunities to improve shareholder returns. Please note that tax restrictions prevent the transfer of existing Lend Lease assets to LLT and therefore LLT would only acquire assets in the future. There are currently no specific assets identified to be acquired by LLT.

LLT will initially have only minimal capital. Options for further capitalising LLT will be considered in light of any acquisition opportunities which may emerge over time, and put to shareholders if necessary at that time.

I believe the Stapling Proposal as outlined in this booklet should further strengthen our existing platform for the long term future of Lend Lease. The directors unanimously support the proposal and urge you to vote in favour of the stapling resolutions at our Annual General Meeting on 12 November 2009.

Yours sincerely,

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David Crawford AO Chairman

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Key shareholder actions

Important dates Key shareholder actions	rEAD ThIS DOCuMENT IN fuLL You should read this explanatory statement in full. It contains important information to assist you in your voting decision. If you have any questions about the Stapling Proposal, please contact the Stapling Proposal Information Line on 1800 256 290 (if in Australia) or +61 3 9415 4811 (if outside Australia).
	VOTE ON ThE STApLINg rESOLuTIONS It is important that you vote on the Stapling Resolutions to be considered at the AGM on 12 November 2009 at the City Recital Hall, Angel Place, Sydney NSW. The stapling will not proceed unless it is approved by a 75% majority of the votes cast by Lend Lease Shareholders attending the meeting in person or by proxy.
	DIrECTOrS’ rECOMMEN- DATION The directors believe approval of the Stapling resolutions should give Lend Lease greater fexibility and a more effcient structure in relation to future asset holdings and property investments, providing opportunities to enhance returns to investors. The directors unanimously recommend that you vote in favour of the Stapling proposal.
	YOur VOTE IS IMpOrTANT If you are unable to attend the Lend Lease AGM on 12 November 2009, you may appoint a proxy to vote your shares on your behalf. If you wish to appoint a proxy, you need to complete the proxy form enclosed with this explanatory statement and return it to the address indicated on the form by no later than 10:00am on 10 November 2009.
	SYDNEY TIME AND DATE 2009 EVENT
	10:00 AM, TuESDAY 10 NOVEMbEr Closing date and time for receipt of completed proxy forms for the Lend Lease AGM Date and time for determining eligibility to vote at the Lend Lease AGM
	10:00 AM, ThurSDAY 12 NOVEMbEr Lend Lease AGM
	ThurSDAY 12 NOVEMbEr Last day of trading in Lend Lease Shares separately on ASX*
	frIDAY 13 NOVEMbEr Deferred settlement trading commences in Stapled Securities*
	5:00 pM, ThurSDAY 19 NOVEMbEr Record time for determining entitlements of Lend Lease Shareholders to Stapled Securities (i.e. record date both for stapling and dividend in specie) Last day for Lend Lease to register transfers on a pre-stapling basis
	frIDAY 20 NOVEMbEr Effective Date – Dividend in specie paid to Lend Lease Shareholders – LLT Units and Lend Lease Shares become stapled
	ThurSDAY 26 NOVEMbEr Last day of trading on ASX of Stapled Securities on a deferred settlement basis Completion of despatch of holding statements for Stapled Securities and dividend statements
	frIDAY 27 NOVEMbEr Commencement of normal trading on ASX of Stapled Securities on a T+3 basis*

All dates and times are indicative only and items marked ‘*’ will only apply if the Stapling Resolutions are approved. The actual times and dates will depend on factors outside the control of Lend Lease, including approval from ASX. Any changes to the above timetable will be notified on Lend Lease’s website www.lendlease.com.au and announced to ASX. All times are referenced to the time in Sydney, New South Wales, except where stated otherwise.

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1 Overview of the Stapling proposal

WhAT IS ThE purpOSE Of ThIS bOOKLET? WhAT IS ThE rEASON fOr ThE STApLINg prOpOSAL? WhO WILL MANAgE LLT? WhO OWNS LLT? WhAT IS AN “IN SpECIE” DIVIDEND? hOW MANY LLT uNITS WILL I rECEIVE? WhAT WILL hAppEN AfTEr I rECEIVE MY LLT uNITS?

Lend Lease Shareholders are being asked to approve amendments to the Lend Lease constitution (by special resolution) to allow the stapling of Lend Lease Shares to LLT Units. This booklet provides information to shareholders about LLT and the Stapling Proposal. Lend Lease is proposing to establish LLT to allow Lend Lease the fexibility to hold property investment assets in the future in a more effcient structure, aimed at enhancing returns to investors from any such investments as may arise. Currently, there are no plans to buy any such assets, but the current economic environment may present opportunities. LLT will be established with only minimal capital. If appropriate assets are identifed in the future, the Lend Lease Group will seek to reallocate capital from Lend Lease to LLT to ensure an appropriate spread of capital across the entities in the Lend Lease Group. If necessary, Lend Lease Shareholders will be approached further at that time to approve the proposal. Full information would be provided at the relevant time. Further details on possible capitalisation options are set out in section 2. More detail on the reasons for the Stapling Proposal is also set out below under the heading ‘Rationale for the Stapling Proposal’. LLT will be managed by its “responsible entity” – Lend Lease Responsible Entity Limited (ABN 72 122 883 185) (rE). LLT is currently 100% owned by Lend Lease. However, if the Stapling Proposal is approved, the units in LLT will be distributed to Lend Lease Shareholders as an “in specie” dividend. This means that the ownership of the units will be transferred from Lend Lease to its shareholders so that LLT will become 100% owned by Lend Lease Shareholders. An “in specie” dividend is a dividend of specifc assets, as opposed to cash. When a company pays a dividend it distributes part of its assets to its shareholders. Usually a company pays dividends in the form of cash. Dividends can also be paid in the form of non-cash assets, where the company distributes actual property to shareholders. The Lend Lease constitution authorises the company to pay dividends “in specie”. The value of this dividend will be nominal, (approximately 0.1 cents per share). If the Stapling Proposal is approved, you will receive a dividend of one LLT Unit for every one of your Lend Lease Shares. For example, if you hold 1,000 Lend Lease Shares then, following the dividend, you will hold 1,000 Lend Lease Shares and 1,000 LLT Units. Following approval of the Stapling Proposal and payment of the dividend, the LLT Units will become “stapled” to Lend Lease Shares. Lend Lease Shares and LLT Units will then trade together on ASX as a single security, and will not be able to be dealt with separately. Following the stapling, Lend Lease and LLT will operate as a coordinated economic group.

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1 Overview of the Stapling proposal continued

WhAT DOES IT MEAN TO “STApLE” LLT uNITS TO LEND LEASE ShArES?

LLT Units are issued on particular terms which are contained in the LLT trust deed. These terms provide that each unit is stapled to a Lend Lease Share. Each unit must be dealt with as if it were “stapled” to the corresponding number of shares. For example, each unit can only be transferred if the share to which it is stapled is transferred to the same person. The proposed amendments to the Lend Lease constitution impose the same requirements on Lend Lease Shares. This will mean that you can’t separately deal with your Lend Lease Shares and LLT Units.

hOW MuCh ArE LLT LLT will hold a cash amount of $460,768.61 paid to establish LLT, but no other uNITS WOrTh? assets. LLT has not undertaken any business activities. Accordingly, LLT Units have a nominal value only. As indicated above, the stapling provides the opportunity for the future acquisition of assets in the Trust through a more efficient structure, aimed at enhancing returns to investors from passive property investments which may be identified. WhEN DO I rECEIVE Lend Lease will distribute LLT Units to eligible shareholders as an “in-specie” MY LLT uNITS? dividend if the Stapling Proposal is approved. The record date and time for determining entitlements to the LLT Units will be 5:00pm on 19 November 2009 and the distribution will be paid to eligible shareholders after close of trade on ASX on 20 November 2009. You do not have to pay anything (or complete any forms) to receive your units. After stapling, LLT will send you a form that you can use to re-supply your TFN or ABN or exemption so that tax is not withheld on your distributions. Your shareholding details will be updated automatically when the units are distributed. WhAT ArE ThE TAX An overview of the Australian tax consequences of the Stapling Proposal for CONSEquENCES? Lend Lease Shareholders is set out in the Tax Report from Greenwoods & Freehills in section 5. However, you should consult your own tax adviser for tax advice tailored to your own particular circumstances. Lend Lease Shareholders who are subject to taxation outside Australia should obtain their own advice as to the tax consequences of the Stapling Proposal, which may be different to those applicable to Australian Lend Lease Shareholders. WhAT ArE ThE The RE is wholly owned by Lend Lease and holds an Australian Financial fuNCTIONS Of Services License (AFSL). The RE will be responsible for managing LLT in ThE rE? accordance with the LLT constitution (summarised in Annexure B) and the Corporations Act. WhO ArE ThE The directors of the RE will be the same as the directors of Lend Lease. DIrECTOrS Of Information about the Lend Lease directors has previously been disclosed ThE rE? to Lend Lease Shareholders. STruCTurE Set out below is a diagram that shows the relationships between Lend Lease, DIAgrAM LLT and Lend Lease Shareholders, before and after the stapling. Before stapling: LEND LEASE ShArEhOLDErS 100% LEND LEASE COrpOrATION LIMITED 100% LEND LEASE TruST[1] After stapling: LEND LEASE ShArEhOLDErS 100% Stapled entities LEND LEASE TruST[1] LEND LEASE COrpOrATION LIMITED

• 1 The responsible entity of Lend Lease Trust is Lend Lease Responsible Entity Limited, a wholly owned subsidiary of Lend Lease.

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Explanatory Statement Lend Lease Corporation

2 rationale for the Stapling proposal

EffICIENT Lend Lease’s vision is to be the leading international property company. We are STruCTurE TO committed to creating and building innovative and sustainable solutions, forging hOLD pASSIVE partnerships and delivering strong investment returns. The proposed change ASSETS in corporate structure will not mean we will be digressing from our existing business strategy and model. Traditionally, Lend Lease targets to earn circa 20% of EBITDA from recurring earnings, including from passive asset ownership. From time to time it is likely we will be an acquirer of passive real estate assets. Given the tax transparent nature of a trust, a stapled structure should improve the efficiency of returns from passive asset ownership. Lend Lease currently owns passive assets in a corporate structure. Stapled structures are quite common in Australia. The directors believe there are benefits that should flow to shareholders from having a trust stapled to the company. Primarily the stapling allows the Lend Lease Group to acquire property assets and to distribute earnings to investors on a pre-tax basis. A portion of distributions may also be tax deferred (see below).

Income generated from passive property investment assets acquired by LLT could be distributed to Stapled Security Holders without deduction of tax at the company tax rate of 30%, which is the rate which would apply if the assets were held by Lend Lease.

Initially, while LLT holds no material assets, the stapling will have minimal impact. Taxation restrictions prevent a transfer of existing Lend Lease assets to LLT. Once assets (yet to be identified) are acquired and LLT is capitalised, potential benefits which are targeted to flow from the stapling are:

• more predictable distributions on income generated from passive assets;

• yield enhancement from income streams on passive assets;

• enhanced cash position of investors where distributions are treated as tax deferred (see below); and

• improved liquidity.

Distributions to Stapled Security Holders from LLT will be taxable in the hands of the Stapled Security Holders at the tax rates applicable to them. Following capitalisation of LLT, a portion of these distributions may also be “tax deferred”. Tax deferred distributions are generally not taxable immediately, but reduce the cost base of the relevant securities. This reduction of cost base is then taken into account in calculating taxable gains when the securities are sold. However, if the amount of the distribution is greater than the Stapled Security Holder’s current cost base, the cost base will be reduced to zero and any excess will be taxable as a gain on receipt. If the securities have been held for more than 12 months, discounted capital gains tax treatment may be available on any gains. It is noted that the cost base of LLT Units will initially be minimal, but the intention is that this would be substantially increased (if possible) on capitalisation of LLT. For further detail, see discussion under heading “Tax deferred distributions” in section 3.

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2

rationale for the Stapling proposal continued

fuTurE INTENTIONS fOr ASSET ACquISITIONS

fuTurE CApITALISATION Of LLT

There are currently no specific property assets proposed for acquisition. The company’s AGM simply provides a good opportunity for the introduction of the Stapling Proposal with a shareholder vote.

If the Stapling Proposal is approved, LLT will have minimal capital. If suitable property assets are acquired in the future, the intent is that LLT will be further capitalised.

This may be effected by way of a reallocation of capital from LLC to LLT. Potentially this could involve a capital reduction (requiring further Lend Lease Shareholder approval) with the amount of the reduction being applied as capital of LLT on behalf of Lend Lease Shareholders. Any capital reduction of Lend Lease would be equally applied to all Lend Lease Shareholders and would require a shareholder vote and taxation approvals. The proceeds of any such reduction would be applied on behalf of Lend Lease Shareholders to further capitalise LLT, so that the relevant capital of Lend Lease would from that time become capital of LLT, to be applied pro-rata across each of the existing stapled units. The constitution of LLT and the proposed amendments to the LLC constitution provide flexibility for this mechanism to be effected with majority shareholder approval. Another capitalisation mechanism could be by LLT issuing Unstapled Units to LLC. Any issue of such units would be subject to all necessary approvals and waivers, including ASX and taxation (with ASX already having provided in principle approval). If issued, the rights of the Unstapled Units would be the same as for LLT Units but they would not be stapled to Lend Lease Shares while held by Lend Lease or any of its subsidiaries and would not be quoted for trading on ASX. The Unstapled Units (if issued) would be a solely intra-staple funding mechanism, with transfers not permitted outside the group. Consistent with this, voting of Unstapled Units would also be restricted so that they would only be voted in the same proportions that Stapled Security Holders vote their units. Again, flexibility for this mechanism has been included in the LLT constitution, but subject to all necessary approvals. No firm decision has been made for the best means of capitalising LLT. This will be considered in light of any specific asset acquisition opportunities, having regard to the efficiency and cost of any capitalisation structures and the interests of Stapled Security Holders.

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Explanatory Statement Lend Lease Corporation

3 financial impacts of the Stapling proposal

Implementation of the staple

Financial impact for Lend Lease

The Stapling Proposal simply involves an “in specie” dividend, comprising units having a nominal value. The stapling itself will have no financial impact on the Lend Lease Group other than implementation costs and a small reduction in retained earnings equal to the amount of the dividend, (i.e. $460,768.61).

The amount of the dividend will become the equity of LLT.

Financial impact for Lend Lease Shareholders

The financial impact for Lend Lease Shareholders is that they will receive a dividend valued at 0.1 cents per share, which will be fully franked. Tax impacts for Lend Lease Shareholders will therefore be negligible. The Tax Report in section 5 addresses this in more detail.

RE costs

The RE will not receive any fees for performing its role as responsible entity of LLT, but will recover its costs. The additional costs of administering the Trust are not anticipated to be material.

Future operation of the staple

Flexibility

LLT will not initially hold any material assets. Prior to any asset acquisition, the impact of the staple will be negligible.

However, on a passive asset acquisition, Lend Lease believes that the greater flexibility offered by the stapled structure creates the potential for enhanced returns to shareholders.

Hypothetical example

To illustrate the potential advantages of the staple for Lend Lease and its shareholders, we have set out below a simple hypothetical example assuming acquisition of a $1 billion passive property portfolio. The example has been prepared on a number of assumptions (as set out below) and is purely for illustrative purposes. While it seeks to approximate the position on an asset acquisition, it does not precisely reflect the detail of any asset acquisition which may occur.

hypothetical returns in the example are not a forecast or target and should not be relied on as such.

Distribution policy

Lend Lease’s current dividend policy is to pay out between 40% and 60% of net operating profit after tax. If and when any assets are acquired in LLT, this dividend policy will be reviewed in light of prevailing circumstances.

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3

Hypothetical example

financial impacts of the Stapling proposal continued

Part A – Impacts of Staple on Lend Lease Group

The example below illustrates the potential difference in net profit of the proposed Stapled structure relative to the existing Company structure on the hypothetical acquisition of a $1 billion passive property portfolio (based on the assumptions set out below) for a full year.

==> picture [408 x 142] intentionally omitted <==

----- Start of picture text -----

Company Stapled
Structure Structure
profit & Loss ($ millions) Company Company Trust
–
Net operating income from asset $90.0 $90.0
Interest expense ($70.0) ($70.0) ($35.0)
– –
Interest Received $35.0
Net profit before tax $20.0 ($35.0) $55.0
–
Tax ($6.0) $10.5
Net profit/(loss) after tax $14.0 ($24.5) $55.0
Consolidated group profit after tax $14.0 $30.5
----- End of picture text -----

Assumptions

General assumptions

Assets yield 9% per annum.

The example does not include transaction costs, operating costs, capital expenditure or depreciation and amortisation.

Numbers have been rounded to the nearest $100,000.

Company structure assumptions

Assets financed 100% by 3rd party debt ($1 billion) at 7% per annum.

Company tax rate of 30%.

Company pays dividends equal to 50% of net profit after tax.

The company has the ability to fully frank dividend payments.

Stapled structure assumptions

LLT acquires the assets.

LLT is capitalised with $500 million indirectly from the Company.

Company lends LLT $500 million and charges LLT 7% interest per annum on the loan.

Company borrows $1 billion from a 3rd party at 7% per annum.

Company tax rate of 30%.

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Explanatory Statement Lend Lease Corporation

Part B – Impacts of Staple on Lend Lease Shareholders

Distribution policy

Distributions payable from the stapled structure could include a distribution from LLT and a dividend from the Company.

It is intended that distributions from the Trust will be equivalent to all net operating income of LLT after any allowance that the RE considers prudent as a provision for future expenditures.

Lend Lease will need to assess the dividend payout policy of the Company from time to time in light of prevailing circumstances. As indicated above, Lend Lease’s current dividend policy is to pay out between 40% and 60% of the Company’s net operating profit after tax.

Portfolio distributions

Stapled structure

From the above example, under the stapled structure LLT would have distributable operating income of $55 million, which could be distributed to Stapled Security Holders. All Stapled Security Holders would be required to pay their tax obligations at the tax rate applicable to their individual situation.

The distribution from LLT could be offset to some extent by some reduction in the amount that could be distributed from the Company as a result of the diminution in the after tax profit of the Company. Based on the above example, the funds available for the Company to distribute would be reduced by the loss after tax of $24.5 million.

Company structure

Utilising the same example, the Company could pay a fully-franked dividend of $7 million (assuming the Company had a dividend policy of paying 50% of net profit after tax).

Each Lend Lease Shareholder’s tax profile will differ according to their personal circumstances and they should therefore seek their own personal tax advice.

Other benefits of the stapled structure for Stapled Security Holders

Another feature of the stapled structure is that significant benefits may flow from tax deferred income that may be distributed from the Trust. These potential benefits are discussed further below.

The stapled structure could also be beneficial for non-resident Stapled Security Holders due to the different withholding tax regime applicable to trust distributions to non-residents.

Capital gains realised by LLT on the disposal of assets held for at least 12 months would be taxable to Australian Stapled Security Holders under the ‘discount capital gains’ method. This means that only half the gain would be taxed in the Stapled Security Holders’ hands. A Stapled Security Holder on a top marginal rate of 46.5% would effectively only pay tax at the rate of 23.25% on the capital gain. ‘Discount capital gains’ is explained in the Tax Report. This discount capital gains regime does not apply to gains realised by a company or to dividends distributed by a company.

Potential for enhanced returns

With these characteristics, Lend Lease believes that the stapled structure creates the potential for enhanced returns to shareholders from passive property investments over time.

Tax deferred distributions

What is tax deferred income?

A significant benefit of a stapled structure is usually the passing of tax deferred income streams directly to Stapled Security Holders. Tax deferred income arises, for example, from depreciation benefits associated with building ownership. For amounts of tax deferred income, tax is not generally payable immediately, but the amount received by the Stapled Security Holder reduces the cost base of their securities. Tax is then paid by way of additional capital gains tax on disposal, but a discount may apply where the security has been held for more than 12 months. This can substantially reduce the amount of tax paid on that income.

Cost base

This benefit is only applicable where there is sufficient cost base of the security.

If not, tax will apply to the tax deferred income received by the Stapled Security Holder. Initially the tax cost base on the units distributed in specie will be approximately 0.1 cents. However, on capitalisation of the Trust (as described above) the intention is (if possible) that the cost base of the LLT Units could be substantially increased to allow Stapled Security Holders the benefits of tax deferred income.

Non-residents

In the case of non-residents tax deferred income streams are not subject to Managed Investment Trust (MIT) withholding tax and capital gains tax should not apply on disposal. Australian tax treatment for these Stapled Security Holders may therefore be attractive.

We have not sought to model these benefits in the above examples, given the number of variables. However these benefits may be significant.

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4 Mechanics of the Stapling proposal

How does stapling work?

The stapling means that Lend Lease Shares and LLT Units trade as one security on ASX and cannot be traded or dealt with separately. For example:

• a transfer of LLT Units can only occur if accompanied by a transfer of the same number of Lend Lease Shares;

• a LLT Unit will automatically transfer to a transferee of the attached Lend Lease Share; and

• any issue, repurchase, capital reduction or redemption of Lend Lease Shares can only occur if matched by a corresponding issue, repurchase, capital reduction or redemption of the same number of LLT Units (and vice versa).

These features arise from the stapling provisions proposed in the Lend Lease and LLT constitutions. Other features of the stapling are:

• Lend Lease and LLT will operate as a co-ordinated economic group;

• Lend Lease and LLT will have identical investors with an identical proportionate interest in each entity;

• Lend Lease and the RE will have the same directors, enabling the Lend Lease Group to operate in a co-ordinated manner;

• the Lend Lease and LLT constitutions allow for the affairs of each entity to be operated in a co-ordinated manner. For example, general meetings of Lend Lease and LLT may be held simultaneously, as ‘Stapled Security Holder meetings’; and

Process for implementing stapling

The process for achieving the stapling is as follows (if approved):

• 1 The Lend Lease constitution will be amended to insert the stapling provisions (summarised in Annexure A). The LLT constitution already contains equivalent provisions.

• 2 Lend Lease will pay Lend Lease Shareholders an “in specie” dividend comprising LLT Units, which until this point have been held by Lend Lease. The LLT Units will be distributed in the proportion of one LLT Unit for every Lend Lease Share on issue. Following the “in specie” dividend, LLT will be wholly owned by Lend Lease Shareholders.

• 3 Simultaneously with the “in specie” dividend, the stapling provisions in the Lend Lease and LLT constitutions take effect to achieve the stapling.

• 4 On 27 November 2009, normal trading in the Stapled Securities will commence on ASX.

• 5 The Stapled Securities will continue to trade under the ASX code LLC.

Terms of issue of Stapled Securities

The rights and obligations of Stapled Security Holders will be principally governed by the constitutions of Lend Lease and LLT and the Corporations Act. They may also be affected by the Listing Rules and other laws applicable to Lend Lease, LLT and Stapled Security Holders from time to time.

The proposed stapling provisions of the LLC constitution are summarised in Annexure A. The LLT constitution is summarised in Annexure B.

• Stapled Security Holders will receive a single distribution and dividend cheque.

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Explanatory Statement Lend Lease Corporation

5 Tax report

The Directors Lend Lease Corporation Limited 30 The Bond 30 Hickson Road Millers Point NSW 2000

6 October 2009

Dear Directors

Australian Taxation Report

We have been asked by Lend Lease Corporation Limited (“Lend Lease”) to prepare a report on the Australian taxation issues arising in relation to the transactions described in detail in the Explanatory Statement and summarised below (the “Stapling proposal”).

The information contained in this report is of a general nature only. It does not constitute tax advice and should not be relied upon as such. This report outlines the general Australian taxation implications for Lend Lease Shareholders in respect of their participation in the Stapling Proposal and from the holding and disposing of Stapled Securities.

We have dealt with resident Stapled Security holders, which includes Lend Lease Shareholders (as they will become Stapled Security holders as a result of the Stapling Proposal) (“Stapled Security holders”) who are individuals, complying superannuation entities and companies holding their investments on capital account. We have also considered non-resident Stapled Security Holders, but only on the basis that there will be no non-resident who holds, together with associates, an interest of 10% or more in the Stapled Securities. We have not addressed the tax treatment for Stapled Security Holders who hold their securities on revenue account such as banks and other trading entities or non-resident Stapled Security Holders who currently hold Lend Lease Shares (or who will hold Stapled Securities) through a permanent establishment in Australia.

All investors should seek independent professional advice on the consequences of their participation in the Stapling proposal, based on their particular circumstances. Lend Lease Shareholders who are not resident in Australia should obtain advice on the taxation implications arising in their local jurisdiction of participating in the Stapling proposal.

Unless otherwise stated, terms used in this report are defined in the same way as they are in the Explanatory Statement.

This report is based on the provisions of the Income Assessment Act 1936 , the Income Tax Assessment Act 1997 , the A New Tax System (Goods and Services Tax) Act 1999 and related acts, regulations and Australian Taxation Office (“ATO”) rulings and determinations applicable as at the date of this letter.

1 Background

1.1 Stapling Proposal

Under the Stapling Proposal, Lend Lease Shares will be stapled to Lend Lease Trust (“LLT”) Units. To effect the Stapling Proposal:

– Lend Lease has established LLT by subscribing 0.1 cents per LLT Unit with the total number of LLT Units being equal to the number of Lend Lease Shares on issue;

• Lend Lease Shareholders participating in the Stapling Proposal will receive a fully franked “in specie” stapling dividend (the “Stapling Dividend”) that will comprise one LLT Unit for every Lend Lease Share they hold at the Stapling Record Date; and

• each Lend Lease Share and LLT Unit will be stapled and listed on the Australian Securities Exchange (each a “Stapled Security”).

The general taxation consequences of participating in the Stapling Proposal are outlined in section 2 below. A description of the Stapling Proposal is set out in section 4 of the Explanatory Statement.

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5 Tax report continued

2 Tax Consequences of Stapling Proposal

2.1 Payment of Stapling Dividend

In relation to the payment of the fully franked “in specie” dividend, Lend Lease Shareholders who are Australian residents should be required to include the value of the Stapling Dividend plus the attached franking credit in their assessable income and may be entitled to a tax offset equal to the amount of the franking credit.

To be eligible for the franking credit and tax offset, the Lend Lease Shareholder must generally have held the 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 apply to a Lend Lease Shareholder who is an individual and whose tax offset entitlement (on all shares and interests in shares held) does not exceed $5,000 for the income year ending 30 June 2010.

Non-residents will not be subject to Australian income tax (including withholding tax) in relation to the payment of the fully franked Stapling Dividend.

2.2 Stapling

An effect of stapling is to apply restrictions to the transferability of the individual securities comprising the Stapled Security, such that each individual security (i.e. the Lend Lease Share and the LLT Unit) will retain its legal character without any change of beneficial ownership. As there is no change in beneficial ownership of the Lend Lease Shares by simply stapling them, there will be no taxable event for Capital Gains Tax (“CgT”) purposes in relation to the stapling.

3 Holding Stapled Securities

3.1 Summary

If the Stapled Security Holder is an Australian resident taxpayer, the Stapled Security Holder will generally be taxable on:

• the Stapled Security Holder’s share of the net income of LLT for tax purposes;

• the tax deferred (non-assessable) component of distributions made in relation to LLT Units to the extent the tax deferred amount exceeds the cost base of the LLT Unit;

• the amount of any dividend received from Lend Lease and any franking credits attached to the dividend; and

• any gain arising from the subsequent disposal of the Lend Lease Share and LLT Unit representing the Stapled Security (except where the Lend Lease Share is a pre-CGT Lend Lease Share).

Where a distribution from LLT includes foreign-sourced income and foreign taxes have been paid in relation to that income, Australian resident Stapled Security Holders are generally entitled to receive a foreign tax credit for an amount equal to the lesser of the foreign tax paid and the Australian tax payable in respect of such income.

If the Stapled Security Holder is a non-resident, the Stapled Security Holder will be taxed on:

• the Stapled Security Holder’s share of the net income of LLT for tax purposes to the extent that it is attributable to sources in Australia (LLT will deduct this by way of withholding tax); and

• the amount of any unfranked dividend received from Lend Lease to the extent that amount is not declared to be paid out of conduit foreign income for Australian tax purposes (Lend Lease will deduct this by way of dividend withholding tax).

3.2 Ownership of Stapled Securities – General

Stapled Security Holders will need to treat each component making up the Stapled Security separately for tax purposes. That is:

• Stapled Security Holders will receive, and separately deal with the tax consequences of, dividends from Lend Lease and distributions from LLT; and

• when the Stapled Securities are disposed of, the Stapled Security Holder will have to separately consider the tax issues associated with the disposal of the Lend Lease Shares and LLT Units.

3.3 Income Distributions from LLT

The Trustee of LLT is not liable to income tax, including CGT, provided Stapled Security Holders are presently entitled to all of the income of LLT.

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Explanatory Statement Lend Lease Corporation

(a) Australian Residents

An Australian resident Stapled Security Holder will include in their assessable income the taxable component of the LLT distributions to which the Stapled Security Holder is entitled (being the Stapled Security Holder’s proportionate share of LLT’s taxable income) even if the distributions are reinvested.

If a net capital gain is included in the taxable income of LLT (for example, on disposal of an asset), Australian-resident Stapled Security Holders will be regarded as having derived a capital gain equal to their proportionate share of that net capital gain. However, where discount capital gains treatment has been applied in calculating the net capital gain for LLT, Australian-resident Stapled Security Holders will be required to gross-up the amount of the capital gain included in their assessable income. Australian-resident investors can then apply any available capital losses from other sources to offset the capital gain and then apply their CGT discount factor, if applicable.

If the total cash distributions that an Australian-resident Stapled Security Holder receives in an income year exceeds his or her proportionate share of the taxable income of LLT, the excess will represent a “tax deferred” distribution.

The tax deferred component of a distribution an Australian-resident Stapled Security Holder receives will generally not be included in that Stapled Security Holder’s assessable income. However the tax deferred component will reduce the cost base of the Stapled Security Holder’s LLT Units.

Where the cost base of a Stapled Security Holder’s LLT Unit is reduced to zero, any further receipts of tax deferred distributions in respect of that unit will be assessable to the Australian-resident Stapled Security Holder on receipt as a capital gain. Australian-resident Stapled Security Holders who are individuals, trustees or complying superannuation entities and who have held the relevant unit for 12 months or more at the time of the receipt of the distribution should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after offsetting capital losses). For more information on applying the CGT discount see section 4.2 of this letter below.

It should be noted that the LLT Units acquired by Lend Lease Shareholders pursuant to the Stapling Proposal will have an initial CGT cost base equal to the value of the Stapling Dividend, which we have been advised will be 0.1 cents.

(b) Non-Residents

Non-resident Stapled Security Holders will generally not be assessable on the amount of any income or gains distributed to them by LLT. However, LLT will be required to withhold tax from such distributions. The amount to be withheld is dependent on a range of factors including the source of the distributed amount and the country of residence of the Stapled Security Holder. The withholding tax is a final tax.

Unfranked dividends, interest and royalties distributed by LLT will be subject to withholding tax which is generally imposed at a rate of 30% for dividends and royalties and 10% for interest. Non-resident Stapled Security Holders who are residents of a country that has entered into a Double Tax Agreement with Australia might be entitled to a lower rate of withholding tax.

Distributions from LLT of income other than dividends, interest and royalties should be subject to managed investment trust withholding tax. LLT will withhold tax from such distributions to the extent they represent taxable income of LLT other than non-Australian sourced income or capital gains on assets that are not “taxable Australian property” (“taxable Australian property” mainly includes direct and indirect interest in land situated in Australia). Any “tax deferred” amount distributed by LLT to non-resident Stapled Security Holders should not be subject to withholding and should not result in a CGT gain.

The managed investment trust withholding tax rate will depend on the country in which the relevant non-resident Stapled Security Holder is a resident. For residents of countries with which Australia has an “effective exchange of information on tax matters” the rate will be 15% for the year ending 30 June 2010 and 7.5% for later income years. Examples of such countries include New Zealand, the United Kingdom and the United States.

For residents of other countries the managed investment trust withholding rate will be 30%.

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5 3.4 Dividends from Lend Lease

• (a) Australian Residents

Tax report continued

An Australian resident Stapled Security Holder will include in the Stapled Security Holder’s assessable income dividends paid to the Stapled Security Holder by Lend Lease. In addition to the amount of the dividends, the Stapled Security Holder will generally include any franking credits attached to the dividends in the Stapled Security Holder’s assessable income. Where franking credits are included in a Stapled Security Holder’s assessable income, the Stapled Security Holder will generally be entitled to a corresponding tax offset.

Relevantly, to be eligible for the franking credit and tax offset, the Stapled Security Holder must have held the shares “at risk” for at least 45 days (not including the date of the share’s acquisition or disposal). This rule should not apply to a Stapled Security Holder if the Stapled Security Holder is an individual whose tax offset entitlement (on all shares and interests in shares held) does not exceed $5,000 for the income year in which the franked dividend is paid.

Where the Stapled Security Holder is an individual, a complying superannuation entity or a registered charity (in certain circumstances), the Stapled Security Holder may be entitled to a refund to the extent that the franking credits attached to the Stapled Security Holder’s dividends exceed the Stapled Security Holder’s tax liability for the income year.

Where the Stapled Security Holder is a corporate shareholder, any franked dividends the Stapled Security Holder receives will generally give rise to a franking credit in the Stapled Security Holder’s franking account.

(b) Non-Residents

Non-resident Stapled Security Holders should not be assessable on the amount of any dividend received from Lend Lease. However, Lend Lease will be required to withhold tax from the unfranked component of dividends paid to a non-resident Stapled Security Holder. The tax withheld will, in the absence of a Double Tax Agreement, be equal to 30% of the unfranked component of the dividends paid. This rate may be reduced where the Stapled Security Holder is a resident of a country with which Australia has concluded a Double Tax Agreement. To the extent the unfranked component of the dividend is declared to have been paid out of conduit foreign income for Australian taxation purposes then the amount is exempt from dividend withholding tax.

4 Disposal of Stapled Securities

4.1 General

As a consequence of stapling, each Lend Lease Share and LLT Unit comprising a Stapled Security may not be traded separately. However, as discussed above at 3.2, each Lend Lease Share and LLT Unit comprising a Stapled Security is a separate CGT asset. Accordingly, where there is a disposal of a Stapled Security, there will necessarily be a disposal for CGT purposes of a Lend Lease Share and a LLT Unit.

Where consideration is received in connection with a transaction that relates to more than one CGT asset, the capital proceeds for each asset is so much of the total consideration as is reasonably attributable to that asset.

Accordingly, the capital proceeds referable to the disposal of each individual Lend Lease Share and LLT Unit comprising a Stapled Security will be determined by apportioning the total capital proceeds received in respect of the disposal of the Stapled Security between the Lend Lease Share and the LLT Unit on a reasonable basis.

4.2 Australian Residents

Upon disposal of a Stapled Security, a Stapled Security Holder will make a capital gain if:

• the portion of the consideration reasonably attributable to a LLT Unit exceeds the cost base of the LLT Unit (the LLT Units acquired by Lend Lease Shareholders pursuant to the Stapling Proposal will have an initial cost base equal to the value of the Stapling Dividend, which we have been advised will be 0.1 cents); and/or

• the portion of the consideration reasonably attributable to the Lend Lease Share exceeds the cost base of the Lend Lease Share.

• A Stapled Security Holder will make a capital loss if:

• the portion of the consideration reasonably attributable to a LLT Unit is less than the reduced cost base of the LLT Unit; and/or

• the portion of the consideration reasonably attributable to the Lend Lease Share is less than the reduced cost base of the Lend Lease Share.

Importantly, capital gains and losses in relation to Lend Lease Shares acquired, or taken to have been acquired, prior to 20 September 1985 for CGT purposes are disregarded.

In broad terms, the cost base of a Lend Lease Share and LLT Unit is the amount the Stapled Security Holder paid for them (including incidental costs of acquisition and disposal) less any reductions for the “tax deferred” component of distributions received.

14

Explanatory Statement Lend Lease Corporation

(a) CGT discount

If a Stapled Security Holder is an individual, a complying superannuation entity or a trustee and acquired (or is taken to have acquired) for CGT purposes Lend Lease Shares or LLT Units at least 12 months prior to the date of their disposal (or other eligible CGT event happening in relation to the relevant Security), the amount of the Stapled Security Holder’s capital gain is reduced by the relevant CGT discount. In calculating the Stapled Security Holder’s capital gain, the cost base must not be indexed.

In calculating the period of 12 months for CGT purposes, LLT Units acquired pursuant to the Stapling Proposal are considered to have been acquired on the Effective Date, which is expected to be 20 November 2009.

If a Stapled Security Holder who is an individual or trustee applies the CGT discount method, the Stapled Security Holder’s taxable capital gain (after offsetting any current year capital losses or carry forward net capital losses from previous years) will be reduced by one-half (or one-third if the Stapled Security Holder is a complying superannuation entity).

If the Stapled Security Holder is a company, the CGT discount is not available. The Stapled Security Holder may be entitled to index the cost base of their Lend Lease Shares (see below).

(b) Indexed cost base

For Lend Lease Shares acquired (or taken to have been acquired) prior to 21 September 1999, for CGT purposes, Stapled Security Holders (other than those who adopt the CGT discount method, outlined above) may choose to calculate any capital gain on disposal using a cost base indexed for inflation. If the Stapled Security Holder 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.

Stapled Security Holders who choose to calculate the gain on their Lend Lease Shares using an indexed cost base cannot apply the CGT discount to that capital gain. However, the Stapled Security Holder may be eligible to apply the CGT discount method in calculating the gain on their LLT Units.

4.3 Non-Residents

There will be no CGT consequences for a non-resident Stapled Security Holder on disposal of their Stapled Securities.

5 Goods and Services Tax (“GST”)

No GST should generally be payable in respect of the transactions outlined above. As these all involve dealings with securities, the various supplies will be input taxed (i.e. not subject to GST).

There may be an indirect GST cost for Stapled Security Holders who are registered for GST as input tax credits will generally not be available for GST charged to the acquirer in respect of supplies relating to the dealings with these Securities (e.g. legal and other adviser fees).

6 Other Issues

Lend Lease Shareholders would have been invited to provide Lend Lease with their Tax File Number (“TfN”) or Australian Business Number (“AbN”) when they first acquired their Lend Lease Shares. If no TFN or ABN were quoted, Lend Lease would have deducted tax from the unfranked component of dividends paid to the Lend Lease Shareholder at the highest marginal rate of tax (plus Medicare Levy).

Lend Lease Shareholders who participate in the Stapling Proposal will acquire LLT Units.

Specific provisions of the Privacy Act 1988 and the Taxation Administration Act 1953 prevent Lend Lease from disclosing the TFNs of Lend Lease Shareholders to third parties (which includes LLT). Accordingly, if the Stapling Proposal proceeds Lend Lease will be unable to disclose the TFNs of Lend Lease Shareholders to LLT without their consent.

After approval of the Stapling Proposal, LLT will send Stapled Security Holders a form that the Stapled Security Holder can use to provide their TFN or ABN or exemption to LLT. Stapled Security Holders are not obliged to provide their TFN or ABN to LLT. However, if a Stapled Security Holder does not provide their TFN or ABN or exemption to LLT, tax may be withheld at a rate of 46.5% on any gross distributions made by LLT. However, Stapled Security Holders will be entitled to claim an income tax credit/refund (as applicable) in respect of the tax withheld in their income tax returns.

Yours sincerely

==> picture [175 x 38] intentionally omitted <==

Michael Moschner Director

Greenwoods & Freehills

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6 Additional Information

Overview

This section sets out additional information relating to:

• voting on the Stapling Proposal;

• entitlement to Stapled Securities;

• ASX listing of the Stapled Securities;

• ASIC and ASX waivers;

• how to request additional information; and consents.

Voting on the Stapling Proposal

Overview of the shareholder vote

Lend Lease’s AGM will be held at the City Recital Hall, Angel Place, Sydney NSW on 12 November 2009 at 10:00am. The Stapling Resolutions will be considered at the AGM.

Stapling Resolutions

The Stapling Resolutions are set out in the Notice of Meeting. Lend Lease Shareholders will consider, as special resolutions:

• a resolution to amend the existing Lend Lease constitution in the form tabled at the Lend Lease AGM to effect the stapling; and

• a resolution to generally approve the Stapling Proposal, as described in this explanatory statement.

The Stapling Resolutions require approval by at least 75% of the votes cast by Lend Lease Shareholders (either in person at the meeting or by proxy). If approved, the Lend Lease constitution will be amended to reflect the changes as summarised in Annexure A. The full text of the proposed changes is available by:

• inspecting it at Lend Lease’s registered office at Level 4, 30 The Bond, 30 Hickson Road, Millers Point, New South Wales between 9:00am and 5:00pm on Business Days until the time of the AGM;

• viewing it on Lend Lease’s website at www.lendlease.com.au; or

• requesting a copy, free of charge by calling the Stapling Proposal Information Line on 1800 256 290 (if in Australia) or +61 3 9415 4811 (if outside Australia).

Voting intentions of Lend Lease directors As at 12 October 2009, the directors of Lend Lease hold in aggregate 233,092 Lend Lease Shares out of a total 460,768,608 Lend Lease Shares on issue (0.05%). The directors support the Stapling Proposal and intend to vote all of their Lend Lease Shares in favour of the Stapling Resolutions.

Shareholders entitled to Stapled Securities

To identify the Lend Lease Shareholders entitled to participate in the Stapling Proposal, dealings in Lend Lease Shares will only be recognised if:

• for dealings effected using CHESS (the computer system used by ASX to effect the settlement of the purchase or sale of financial products), the transferee is registered in Lend Lease’s register of members as the holder of the relevant Lend Lease Shares by 5:00pm on the Stapling Record Date; and

• for other types of dealings, dealings that occur before the close of business on the last day of trading of Lend Lease Shares (expected to be 12 November 2009) and in respect of which registrable transmission applications or transfers in registrable form in respect of those dealings are received on or before 5:00pm on the Stapling Record Date at Computershare Investor Services Pty Limited, Level 3, 60 Carrington Street, Sydney, NSW 2000.

Lend Lease will not accept for registration or recognise for any purpose any transmission application or transfer in respect of Lend Lease Shares received after the times stated above.

ASX listing

An application for admission of LLT Units to quotation on ASX (as a component of Stapled Securities comprising Lend Lease Shares and LLT Units trading together) will be made within 7 days of the date of this document. If the Stapling Proposal proceeds, the Stapled Securities will be quoted on ASX. It is expected that normal trading in Stapled Securities will commence on 27 November 2009. If the Stapling Proposal is not approved, the application will be withdrawn and only the Lend Lease Shares will trade on ASX.

ASX reserves the right (but without limiting its absolute discretion) to remove one or more entities with stapled securities from the official list if any of their securities cease to be ‘stapled’ together, or any equity securities are (without ASX’s approval) issued by one entity which are not stapled to equivalent securities in the other entity or entities.

Regulatory consents

ASIC relief

ASIC has granted the RE and Lend Lease various modifications to, and exemptions from, the Corporations Act in respect of the Stapling Proposal and this explanatory statement, summarised as follows:

• sections 601FC(1)(c) and 601FD(1)(c) – relief to allow the RE and its officers to act in the best interests of Stapled Security Holders as a whole (rather than just the interests of LLT Unitholders alone);

• sections 601FC(1)(e), 601FD(1)(d), 601FD(1)(e) and 601FE(1) – relief to allow the RE (and its directors, officers and employees) to use information acquired in its role as responsible entity of LLT to the advantage of Stapled Security Holders in the Lend Lease Group as a whole;

• section 601LC – relief from the related party transaction provisions to permit the RE to transfer assets to Lend Lease (and its subsidiaries) or LLT’s subsidiaries on non-arm’s length terms;

• – Parts 6D.2 and 7.9 – relief to permit Lend Lease and the RE to apply dividends and distributions payable in respect of Lend Lease Shares and LLT Units together, to the acquisition of additional stapled securities; and

• section 1012C(6) – relief from the requirement that Lend Lease issue a product disclosure statement under Part 7.9.

16

Explanatory Statement Lend Lease Corporation

ASX waivers

ASX has granted Lend Lease and the RE the following in principle waivers (pending LLT’s admission to the official ASX list) from the operation of the following Listing Rules as they apply to Lend Lease and the RE:

Waivers

• Listing Rule 1.1 Condition 8 – waiver of the minimum asset test in Listing Rule 1.3 in relation to LLT;

• Listing Rule 2.1 Condition 2 – waiver to permit the quotation of LLT Units with an issue or sale price of less than 20 cents;

• Listing Rule 2.4 – waiver to allow Unstapled Units which may be held by Lend Lease (or its wholly owned subsidiaries) to not be quoted;

• Listing Rule 7.1 – waiver to permit the RE to issue Unstapled Units to Lend Lease, in excess of the 15% limit without obtaining LLT Unitholder approval;

• Listing Rule 8.10 - waiver to permit the RE to refuse to register a transfer of a LLT Unit if it is not accompanied by a transfer of a Lend Lease Share, and vice versa;

• Listing Rule 10.1 – waiver from related party provisions to permit the transfer of assets between Lend Lease and the RE (and their wholly owned subsidiaries and sub trusts) without shareholder/unitholder approval; and

• Listing Rule 10.11 – waiver from related party provisions to permit the RE to issue Unstapled Units to Lend Lease (or its wholly owned subsidiaries) without the approval of LLT Unitholders.

Confirmations and approvals

• Guidance Note 2 – confirmation that ASX will view the stapling as within the policy outlined in the Guidance Note and will approve a joint quotation of Lend Lease and LLT securities on this basis, and confirmation that ASX is satisfied to the extent to which the stapling satisfies the requirements in the Guidance Note;

• Listing Rule 6.1 – confirmation that the terms of the Stapled Securities and Unstapled Units are appropriate and equitable; and

• Listing Rule 6.2 – confirmation that ASX will approve the terms of the Unstapled Units as an additional class of ordinary security.

Continuous disclosure

Additional information available from ASX

Lend Lease is a disclosing entity under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules. These require Lend Lease to notify ASX of information about specified matters and events as they occur for the purpose of making that information available to the market. In particular, Lend Lease must (subject to limited exceptions) notify ASX immediately on becoming aware of information which a reasonable person would expect to have a material effect on the price or value of Lend Lease Shares. On quotation of LLT Units on ASX, LLT will also be a disclosing entity under the Corporations Act subject to the same disclosure obligations which apply to Lend Lease. Copies of the documents filed with ASX may be obtained from ASX website at www.asx.com.au.

Information available from Lend Lease

Lend Lease will make copies of the following documents available for inspection at its registered office at Level 4, 30 The Bond, 30 Hickson Road, Millers Point New South Wales (between 9:00am and 5:00pm (Sydney time) on Business Days). The documents are also available on Lend Lease’s website at www.lendlease.com.au. A copy of the following may be requested to be provided free of charge by contacting the Stapling Proposal Information Line on 1800 256 290 (in Australia) or +61 3 9415 4811 (if overseas) between 9:00am and 5:00pm (Sydney time) Monday to Friday:

• this explanatory statement;

• 2009 Lend Lease Annual Report (for the year ended 30 June 2009);

• Half Yearly Report (for the half year ended 31 December 2008);

• proposed amended Lend Lease constitution (as will apply on implementation of the Stapling Proposal);

• LLT constitution; and

• any continuous disclosure document lodged by Lend Lease with ASX between the lodgement of its 2009 Annual Report and the date of this explanatory statement.

Consents and disclaimers

Greenwoods & Freehills has given and has not, before the date of issue of this explanatory statement, withdrawn its consent to:

• be named in this explanatory statement as taxation adviser to Lend Lease in relation to the Stapling Proposal;

• the inclusion of their Tax Report in section 5 and the references to the Tax Report in the form and context in which they are included in this explanatory statement; and

• the inclusion of other statements in this explanatory statement which are based on or referable to statements made in the Tax Report, or which are based on or referable to other statements made by Greenwoods & Freehills, in the form and context in which they are included.

• Greenwoods & Freehills:

• does not make, or purport to make, any statement in this explanatory statement other than those statements included in the Tax Report and as consented to by Greenwoods & Freehills; and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this explanatory statement other than as described in this section with their consent.

17

7 glossary

Definitions

AgM ASIC ASX business Day Corporations Act EbITDA Effective Date greenwoods & freehills Lend Lease (orCompany) Lend Lease group Lend Lease Share Lend Lease Shareholder LLT(orTrust) LLT unit Notice of Meeting rE Stapled Security Stapled Security holder Stapling proposal Stapling record Date Stapling resolutions Tax report unstapled units	the annual general meeting of Lend Lease, to be held at 10:00am on 12 November 2009 at the CityRecital Hall,Angel Place,Sydney,NSW.
	the Australian Securities & Investments Commission.
	ASX Limited(ABN 98 008 624 691).
	a day on which banks are open for business in Sydney, other than a Saturday or Sunday.
	Corporations Act 2001(Cth).
	earnings before interest,tax,depreciation and amortisation.
	the date on which the Stapling Proposal is implemented, being the day on which the stapling provisions to be inserted into the Lend Lease constitution take effect.
	Greenwoods & Freehills Pty Ltd (ABN 60 003 146 852).
	Lend Lease Corporation Ltd (ABN 32 000 226 228).
	the consolidated group comprising Lend Lease and LLT to be formed on implementation of the StaplingProposal.
	a fully paid ordinaryshare in Lend Lease.
	the holder of a Lend Lease Share.
	Lend Lease Trust(ARSN 128 052 595).
	a fully paid ordinary unit in LLT, to be issued to Lend Lease Shareholders if the StaplingProposal is approved.
	the notice to convene the Lend Lease AGM on 12 November 2009 to consider and if thought ft, pass various resolutions,includingthe StaplingResolutions.
	the responsible entity of LLT, being Lend Lease Responsible Entity Limited, (ABN 72 122 883 185).
	one Lend Lease Share stapled to one LLT Unit.
	the holder of a Stapled Security.
	the stapling of Lend Lease Shares to LLT Units to be quoted on ASX as a single stapled securityas described in this explanatorystatement.
	the record date for determining the entitlements of Lend Lease Shareholders to Stapled Securities under the Stapling Proposal, being 5:00pm on the ffth Business Day following the last day of trading of Lend Lease Shares, or such other date as determined byLend Lease and announced to ASX.
	resolutions 3 and 4 to be considered by Lend Lease Shareholders at the Lend Lease AGM, which relate to: implementing the Stapling Proposal by inserting stapling provisions into – the Lend Lease constitution; and generally approving the Stapling Proposal, as described in this explanatory – statement.
	the taxation reportprepared byGreenwoods & Freehills and set out in section 5.
	an additional class of units in LLT which may potentially be issued to Lend Lease (as described above in section 2), subject to necessary ASX and taxation approvals.

18

Explanatory Statement Lend Lease Corporation

Interpretation

Headings and boldings are inserted for convenience and do not affect the interpretation of this explanatory statement and unless the contrary intention appears:

• (a) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, reenactments or replacements of any of them;

• (b) the singular includes the plural and vice versa;

• (c) the word person includes an individual, a firm, a body corporate, an unincorporated association or an authority;

• (d) mentioning anything after includes, including, for example, or similar expressions, does not limit what else might be included;

• (e) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

• (f) a reference to time is a reference to the time in Sydney, New South Wales;

• (g) a reference to any thing (including 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;

• (h) a reference to a section, part, clause, annexure, exhibit or schedule is a reference to a section, part and clause of, and an annexure, exhibit and schedule to, this explanatory statement; and

• (i) a reference to $, A$ or cents is to Australian currency unless denominated otherwise.

19

Annexure A Summary of proposed amendments to the Lend Lease constitution

Insertion of new stapling provisions

It is proposed that the following provisions are added to the Lend Lease constitution to facilitate the stapling of Lend Lease Shares to LLT Units. If the Stapling Resolutions are not approved, the Lend Lease constitution will remain unchanged.

Power to staple

The directors may cause the stapling of the Lend Lease Shares to other securities (which includes the LLT Units).

Stapling provisions paramount

If there is an inconsistency between any provision of the Lend Lease constitution relating to stapling and any other provision, the provision relating to stapling prevails.

Mechanics of stapling

While stapling applies:

• subject to the Corporations Act, while Lend Lease is admitted to an uncertificated trading system, a joint holding statement may be issued to evidence the holding of Stapled Securities;

• the number of issued Lend Lease Shares at any time must equal the number of issued attached securities, divided by the relevant “corresponding number” (as defined in the Lend Lease constitution);

• Lend Lease must not issue Lend Lease Shares unless each of those Lend Lease Shares will be stapled to the corresponding number of each attached security;

• Lend Lease and Lend Lease Shareholders must not do anything that would result in a Lend Lease Share no longer being part of a Stapled Security. In particular:

• Lend Lease must not offer a Lend Lease Share for subscription or sale (including by way of offering options) unless an offer is made at the same time and to the same person for the corresponding number of each attached security for issue or sale;

• an offer of a Lend Lease Share for subscription or sale (including by way of offering options) must require the offeree to subscribe for or buy the corresponding number of each attached security;

• a Lend Lease Shareholder must not sell a Lend Lease Share to any person unless the corresponding number of attached securities is also sold to the same person at the same time;

• Lend Lease must not issue or sell a Lend Lease Share to any person unless the corresponding number of each attached security is also issued or sold to the same person at the same time;

• Lend Lease must not consolidate, split, subdivide, cancel or otherwise reorganise any Lend Lease Shares unless at the same time there is a corresponding consolidation, subdivision, cancellation or other re-organisation of the attached securities;

• – Lend Lease must not forfeit a Lend Lease Share unless the corresponding number of attached securities is also forfeited;

• Lend Lease must not register the transmission or transfer of Lend Lease Shares unless a corresponding number of each attached security is also transmitted or transferred; and

• Lend Lease must not issue an option unless an option over each attached security is also issued to the same person at the same time and each option is stapled to each other option immediately on issue.

Unstapling date

Lend Lease may, following approval by special resolution of Lend Lease Shareholders and the members of each stapled entity, determine a date on which the stapling provisions of the Lend Lease constitution will cease to apply. Stapling also ceases to apply on the winding up of a stapled entity. This provision will not prevent Lend Lease subsequently determining that the stapling provisions should recommence.

Transfer of Stapled Securities

While stapling applies, a transfer of Lend Lease Shares forming part of Stapled Securities will only be accepted as a proper transfer in registrable form if the transfer relates to or is accompanied by a transfer of the corresponding number of attached securities from the same transferor in favour of the same transferee. Otherwise, if not so accompanied, Lend Lease will be authorised to transfer those attached securities as agent for the transferor. Lend Lease is also appointed as agent to:

• transfer any attached securities with any forfeited Lend Lease Shares; and

• arrange and apply for the issue to Lend Lease Shareholders of securities in a stapled entity for the purposes of distributing a dividend in the form of Stapled Securities.

20

Explanatory Statement Lend Lease Corporation

Application of capital reduction funds to capitalise stapled entity

Lend Lease may by ordinary resolution reduce its share capital by equal reduction and the Lend Lease Shareholders may by ordinary resolution authorise Lend Lease as agent for and in the name of each shareholder, to apply the amount of the reduction that the shareholder is otherwise entitled to, as additional capital to a stapled entity pro rata in proportion to the number of securities held by that shareholder in that stapled entity.

Stapled Security register

The Lend Lease directors must cause a Stapled Security register to be maintained.

Variation of stapling provisions

The consent of each other stapled entity must be sought prior to amending the Lend Lease constitution in a way which directly affects the terms on which the Lend Lease Shares are stapled or which removes a restriction on the transfer of Lend Lease Shares (where that same restriction also applies to the attached securities), unless the restriction is simultaneously removed for the attached securities.

Modification of existing constitution

It is also proposed that the following provisions of the Lend Lease constitution will be modified to give effect to the Stapling Proposal.

Restricted securities

While stapling applies, if a restriction is placed on the Stapled Securities, the Lend Lease Shares which are a component of the Stapled Securities will be a restricted security.

Calls on partly paid Lend Lease Shares

While stapling applies, an instalment or call on a partly paid Lend Lease Share will not be regarded as having been properly paid unless any amount payable in relation to a partly paid attached security is also paid at the same time.

Forfeiture of shares

A forfeited, partly paid share (other than a Lend Lease Share) may be sold, re-issued or otherwise disposed of to whom and on such terms as the directors think fit. A forfeited, partly paid Lend Lease Share may be sold, reissued or otherwise disposed of as a fully paid Lend Lease Share at a price determined by the directors.

Disposal of shares

Where a forfeited or surrendered share is sold, reissued or otherwise disposed of or where a share on which the company has a lien is sold, the directors of Lend Lease (or its nominee) may:

• receive the purchase money or consideration given for the shares and any money payable in respect of the forfeited attached securities;

• effect and execute a transfer of the shares and attached securities; and

• register as the holder of the shares and attached securities the person to whom the shares and attached securities are disposed.

Lend Lease (or its nominee) must account to each stapled entity for the portion of the purchase money or consideration received in respect of the attached securities.

Power to decline registration of transfers

The directors may decline to register or prevent registration of an instrument of transfer of shares if, except for a proper ASTC transfer, the refusal to register is permitted or required under the terms of issue of the shares or attached securities.

Meetings

While stapling applies, the directors, auditors and representatives of each stapled entity may attend any meeting of a stapled entity. The constitution will also provide that the form of proxy used may be the same form as the holder uses in respect of attached securities. Further, meetings of Lend Lease Shareholders may be held in conjunction with the meetings of the holders of the attached securities.

Powers and duties of directors

The directors are entitled to have regard to the fact that once Lend Lease and LLT are stapled, the intention is that the economic and other interests of Lend Lease and LLT are aligned. Therefore, in exercising their powers or discretions, the directors may have regard to both the interests of Lend Lease Shareholders and LLT Unitholders.

Notice of winding up

On or before commencement of a winding up of Lend Lease, the liquidator must give notice to each stapled entity that Lend Lease is to be wound up.

If an attached security is forfeited, Lend Lease must forfeit the Lend Lease Share to which it is stapled.

Surrender of shares

While stapling applies, an ordinary share may not be surrendered unless each attached security is also surrendered.

21

Annexure b Summary of LLT constitution

LLT Units are governed by the terms of LLT’s constitution, the general law relating to trusts, the Corporations Act, ASIC rulings and the Listing Rules. In particular, registers of members, meetings of unitholders (including applicable voting rights), financial reporting and auditing, amendment to the constitution and removal of the responsible entity are primarily regulated by the Corporations Act. The information below summarises the main provisions of LLT’s constitution.

Interests of unitholders

Division into units

Interests in the trust are divided into units. No unit confers an interest in a particular part of the trust. A holder may not interfere or seek to interfere with the rights, powers, authority or discretion of the trustee; claim or exercise any right in respect of any asset of the fund; or require that any asset of the fund be transferred to the holder.

Classes of units

The trustee may at any time issue units in two or more separate classes with rights, obligations and restrictions as it determines. The trustee may convert any units from one class to another class. The trustee may issue options and may consolidate or split units. The trustee may offer units for subscription as partly paid units. Failure to pay instalments on any partly paid units may result in forfeiture of those units.

Liability

The liability of each holder in its capacity as such is limited to its investment in the trust. A holder is not required to indemnify the trustee or a creditor of the trustee against any liability of the trustee in respect of the trust. The recourse of the trustee and any creditor of the trustee is limited to the assets of the fund.

Lien

The trustee has a first and paramount lien over units for any amounts owing to the trustee in respect of units registered in the name of the holder, including any fees or unpaid calls. The lien extends to distributions from time to time payable in respect of the units.

Power to issue units

Capital reallocation

• The trustee may issue units (capital allocation units):

• to the holders of stapled securities if the stapled entity (or, where the stapled entity is a trust, the trustee of the stapled entity) makes an application for capital allocation units as the agent for the holders of stapled securities and applies a distribution out of the stapled entity towards the amount required for those capital allocation units; or

• to a stapled entity if the trustee is satisfied that immediately following the issue of the capital allocation units, they will be distributed pro rata to the holders of stapled securities,

so long as immediately following the issue of the capital allocation units, the trustee consolidates the capital allocation units with all other units on issue such that the total number of units then on issue is equal to the number of units on issue prior to the capital reallocation issue.

Other issues

The trustee may otherwise issue units at any time subject to the detailed pricing and other provisions of the trust deed and the Corporations Act.

Trustee powers

General powers

The trustee has all the powers that is possible to confer on a trustee, and that are incidental to ownership of the fund as though it were the absolute and beneficial owner of the fund.

While stapling applies, the trustee may have regard to the fact that the trust is operating as part of a stapled group with common members with the intention that the interest of the trust and the stapled entities is aligned. Accordingly, in exercising its powers, the trustee may have regard to the interests of unitholders as beneficiaries of the trust and holders of attached securities.

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Explanatory Statement Lend Lease Corporation

Delegation

The trustee may appoint a person (including an associate) as its delegate, attorney or agent to exercise its powers and performance obligations. The trustee may appoint a person to acquire, hold title to, dispose of or otherwise deal with any asset of the fund on behalf of the trustee.

Buy-back of units

While listed, the trust may buy back its units. Immediately after registration of a transfer of a unit or stapled security (as the case may be) following a buy-back, the units are cancelled. Where a unit forms part of a stapled security, the trustee may only buy back and cancel units if the securities to which those units are stapled are also the subject of a contemporaneous buy-back and cancellation.

The trustee or its nominee may set a range of purchase prices at which buy-backs can be made provided that the maximum purchase price does not exceed 5% more than the average market price for the unit or stapled security (as the case may be) sold on ASX during the last 5 days on which sales in units or stapled securities (as the case may be) were recorded.

Limitation of liability

The trustee and each director and officer of the trustee are not personally liable to a holder or any other person in connection with office. Subject to the Corporations Act, the trustee will only be liable to the extent to which it is entitled to be and is in fact indemnified out of the assets of the fund actually vested in the trustee in respect of the trust.

Indemnities

The trustee is entitled to be indemnified out of the trust fund for all liabilities and expenses in the proper performance of its duties.

Trustee may rely on advice

The trustee may act upon the opinion or advice of professional advisors and the trustee will not liable for anything done, suffered or omitted by it in good faith in reliance upon such opinion or advice.

Interested dealings by trustee

The trustee or an officer or employee or associate of the trustee may hold units; act in any fiduciary, vicarious or professional capacity; have an interest in or enter into any transaction with the trustee or an associate, any unitholders or any other person; or hold or deal in or have any other interest in an asset of the fund and may retain and is not required to account for any resultant benefits.

Income and distributions

Determination & distribution of income

The trustee is to determine whether any item is income or capital. The trustee may at any time distribute pro-rata to unitholders income or capital out of the fund. In making determinations and distributing income, the trustee does not have to take into account accounting standards and generally accepted accounting principles and practices which apply to trusts.

Distribution entitlement

Each unitholder’s distribution entitlement is determined in accordance with the following formula:

DE = DA x UH ÷ UI

Where DE is the distribution entitlement; DA is the “distributable amount”; uh is the aggregate paid-up proportion of each unit holding of the unitholder; and uI is the aggregate paid-up proportion of all units on issue in the trust which are entitled to a share of the DA.

The “distributable amount” is determined in accordance with the following formula: DA = I + C – R

Where DA is the distributable amount; I is the operating income of the fund; C is any additional amount (including capital) that the trustee has determined to be distributable; and r is that part of the operating income of the fund which has been distributed during the relevant period and any amount of income and gains which has been included in the redemption price of units redeemed during the relevant period. Operating income is the gross income of the trust less expenses and realised losses and less any other amount the trustee considers prudent to allow for contingencies or future expenses.

Distribution of entitlement

The trustee must pay to each unitholder its distribution entitlement on or before the distribution date. Persons who are unitholders on the distribution calculation date for a period have an absolute, vested and indefeasible interest in the relevant distributable amount. The trustee may satisfy its obligations to pay a unitholder’s distribution entitlement by applying for and paying up an issue of securities in a stapled entity as an agent of the unitholder or by transferring any asset of the fund to that unitholder. If the trustee exercises its power to transfer any asset of the fund to a holder, the trustee may in its absolute discretion require that the holder receiving the asset or distribution pay some or all of the GST on any supply arising from the distribution and the holder must then indemnify the trustee against that GST or itself pay some of the GST and recover the amount out of the fund.

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Annexure b

Summary of LLT constitution continued

Remuneration of trustee

The trustee is not entitled to a fee but can recover its costs for the management of the trust.

Transfers

While the trust is listed, the trustee may not do anything which may prevent, delay or in any way interfere with the registration of a transfer of units.

Retirement or removal of the trustee

The trustee may be replaced in accordance with the Corporations Act.

Winding up

Procedure on winding up

In winding up the trust, the trustee must: realise the assets of the fund; pay any amount due to it; pay all Costs of the trustee in its capacity as trustee of the trust; and subject to any special rights attached to units, distribute the net proceeds of realisation among the unitholders pro-rata in accordance with the paid-up proportion of units held. The trustee may distribute an asset of the fund to a unitholder in specie. The trustee is entitled to be paid all its Costs from the proceeds of realisation of the trust before any payment is made to the unitholders.

Proposals

Appointment of trustee as agent and attorney

The trustee is irrevocably appointed as agent and attorney of each unitholder to execute all documents and do all things which it reasonably considers are necessary or desirable to be executed or done on behalf of the unitholder to effect a proposal approved by unitholders at a meeting including applying for securities in the name of the unitholder and accepting transfers of securities for the unitholder.

Stapling

Power to staple

The trustee may cause the stapling of any security to the units and may cause the stapling of further securities to the units.

Distributions in specie

For the purposes of stapling, the trustee may make an in specie distribution of securities to all unitholders.

Transfer of stapled securities

A transfer of a unit forming part of a stapled security will only be effective if the transfer relates to or is accompanied by a transfer of a corresponding number of each attached security from the same transferor in favour of the same transferee. A transfer of a unit which is not accompanied by a transfer of the corresponding number of each attached security will authorise the trustee as agent for the transferor to effect a transfer of the corresponding number of each attached security. A transfer of any attached security to which a unit is stapled which is not accompanied by a transfer of the unit will authorise the trustee as agent of the transferor to effect the transfer of that unit.

Unstapling date

The trustee may determine that the stapling provisions will cease to apply, subject to approval by special resolution of the unitholders and the members of each stapled entity respectively.

Variation of stapling provisions

The consent of each other stapled entity must be obtained to any amendment of the constitution which directly affects the terms on which units are stapled or removes any restriction on the transfer of a stapled unit if that restriction also exists for all other attached securities unless that restriction is simultaneously removed for all attached securities.

Unstapled units

The trustee may at any time, subject to necessary approvals, issue Unstapled Units (being units which are issued to a stapled entity or any entity wholly owned by the stapled entity). These may be issued at an issue price equal to the current unit value at the time of issue and on terms of issue that may allow for those Unstapled Units to be redeemed at the option of the trustee or the Unstapled Unit holder. However, the Unstapled Units cannot be stapled to the stapled entity’s securities. Also prior to the date on which the stapled entity (or any wholly owned subsidiary of the stapled entity) becomes the holder of the Unstapled Units, the prospective holder must enter into an enforceable undertaking to the trustee that it will vote those units on resolutions considered by Stapled Security Holders, in the same proportions that the Stapled Securities are voted.

Units to be stapled

The number of units issued must correspond to the number of attached securities. The trustee must not issue units unless satisfied that each of those units will be stapled to the corresponding number of each attached security to form a stapled security. The trustee and the unitholders must not do any act which would result in any unit no longer being a component of a stapled security. In particular, a unitholder must not sell units to any person unless the corresponding number of each attached security is also sold to the same person at the same time, and the trustee must not register the transmission or transfer of units unless a corresponding number of each attached security is also transmitted or transferred.

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Explanatory Statement Lend Lease Corporation

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