LENDLEASE GROUP — AGM Information 2011

Oct 6, 2011

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ASX Announcement

2011 Notice of Meetings and Proxy Form

7 October 2011

Attached are copies of the Notice of Meetings and Proxy Form for the 2011 Annual General Meeting of shareholders of Lend Lease Corporation Limited and general meeting of Unit Holders of Lend Lease Trust, which will be sent to securityholders today.

The meetings will be held at Palladium Ballroom C at Crown, Level 1, 8 Whiteman Street, Southbank, Victoria on Wednesday 9 November 2011 commencing at 10.00am.

ENDS

For further information, please contact:

Investor Relations:

Sally Cameron Group Executive - Investor Relations Tel:02 9236 6464

Lend Lease Corporation Limited ABN 32 000 226 228 and

Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983 as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595

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

Telephone +61 2 9236 6111 Facsimile +61 2 9252 2192 www.lendlease.com

Lend Lease

Notice of Meetings

Annual General Meeting of Lend Lease Corporation Limited and Meeting of Unit Holders of Lend Lease Trust

The Annual General Meeting of shareholders of Lend Lease Corporation Limited (the Company ) will be held in conjunction with a general meeting of unit holders of Lend Lease Trust (the Trust ) (together, Lend Lease Group ) at Palladium Ballroom C at Crown, Level 1, 8 Whiteman Street, Southbank, Victoria, Australia on Wednesday 9 November 2011 at 10.00am.

ORDINARY BUSINESS OF THE COMPANY

Financial Reports

1. The Directors’ Report, the Financial Statements and the Independent Auditors’ Report for the year ended 30 June 2011 will be laid before the meetings. The combined reports of the Company and the Trust for the year ended 30 June 2011 will also be laid before the meetings. No resolution is required for this item of business.

Election of Directors

1. To consider and, if thought fi t, to pass the following resolutions as separate ordinary resolutions of the Company:

2. a) that Mr Peter Goldmark, being a Director of the Company who retires in accordance with Rule 6.1(f) of the Constitution of the Company, being eligible, is re-elected as a Director of the Company;

3. b) that Ms Jane Hemstritch, being a Director of the Company who retires in accordance with Rule 6.1(e) of the Constitution of the Company, being eligible, is elected as a Director of the Company; and

4. c) that Mr David Ryan, being a Director of the Company who retires in accordance with Rule 6.1(f) of the Constitution of the Company, being eligible, is re-elected as a Director of the Company.

Remuneration Report

1. To consider and, if thought fi t, to pass the following resolution as an ordinary resolution of the Company:

That the Company’s Remuneration Report for the year ended 30 June 2011 be adopted.

SPECIAL BUSINESS OF THE TRUST AND THE COMPANY

Approval of Allocations of Performance Securities in the Lend Lease LTI Plan and Deferred Securities in the Lend Lease STI Plan to the Managing Director

1. To consider and, if thought fi t, to pass the following resolution as an ordinary resolution of each of the Company and Trust:

That approval is given to issue to the Managing Director of Lend Lease Group, Mr Stephen McCann:

• a) Performance Securities; and

• b) Deferred Securities,

on the terms and conditions described in the Explanatory Notes accompanying this Notice of Meetings and in accordance with the terms of the Lend Lease Long Term Incentive Plan and Short Term Incentive Plan respectively.

SPECIAL BUSINESS OF THE COMPANY

Directors’ Fees

1. To consider and, if thought fi t, to pass the following resolution as an ordinary resolution of the Company:

That, for the purposes of Rule 6.3(a) of the Constitution and ASX Listing Rule 10.17, the maximum aggregate fees which may be paid to Non-Executive Directors under Rule 6.3(a) of the Constitution in any year be increased by A$500,000 from A$2,500,000 to A$3,000,000.

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EXPLANATORY NOTES AND RELATED MATERIALS

Securityholders are referred to the Explanatory Notes accompanying and forming part of this Notice of Meetings.

Voting Exclusion Statements

Item 3 – Remuneration Report

The Company will disregard any votes cast on item 3:

• a) by or on behalf of a member of the key management personnel of the Company (KMP) as disclosed in the Remuneration Report;

• b) by or on behalf of a closely related party (such as close family members and any companies the person controls) of those KMP disclosed in the Remuneration Report; and

• c) as a proxy by a member of the KMP or a closely related party of a member of the KMP,

unless the vote is cast as a proxy for a person entitled to vote on item 3 in accordance with a direction on the Proxy Form.

Item 4 – Approval of Allocations of Performance Securities in the Lend Lease LTI Plan and Deferred Securities in the Lend Lease STI Plan to the Managing Director

The Board will disregard any votes cast on item 4:

• a) in any capacity by Mr McCann (being the only director eligible to participate in any of the Company’s employee incentive schemes) or any of his associates; and

• b) as a proxy by a member of the KMP or a closely related party of a member of the KMP.

However, a vote will not be disregarded if:

•  it is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

•  it is cast by the Chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Item 5 – Directors’ Fees

The Board will disregard any votes cast on item 5:

• a) in any capacity by a Director of the Company or any of their associates; and

• b) as a proxy by a member of the KMP or a closely related party of a member of the KMP.

However, a vote will not be disregarded if:

•  it is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

•  it is cast by the Chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Other information

Information concerning each of the resolutions is set out in the Explanatory Notes accompanying this Notice of Meetings.

By order of the Boards of Lend Lease Corporation Limited and Lend Lease Responsible Entity Limited as responsible entity of Lend Lease Trust.

William Hara

Secretary 7 October 2011

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BACKGROUND INFORMATION

Determination of Right to Vote

For the purposes of determining entitlement to vote at the meetings, stapled securities will be taken to be held by those registered as holders at 7.00pm on Monday, 7 November 2011. Transactions registered after that time will be disregarded in determining securityholders’ entitlements to vote at the meetings.

Proxies

If you are unable to attend the meetings, you are encouraged to appoint a proxy to attend and vote on your behalf. You may appoint a person (either an individual or body corporate) to act as your proxy at the meetings by completing the attached Proxy Form. A securityholder 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 specifi ed proportion of the securityholder’s voting rights. If no proportion is specifi ed, each proxy may exercise half of the securityholder’s voting rights. A proxy need not be a securityholder of Lend Lease Group. A securityholder may direct the proxy how to vote in respect of each resolution. Any directions given to proxies must be followed. You are encouraged to direct your proxy how to vote on each resolution.

If the Chairman of the meetings is appointed, or taken to be appointed, as your proxy, but the appointment does not specify the way to vote on a resolution, then the Chairman intends to vote all available proxies in favour of the relevant resolution (subject to the other provisions of these notes, the Proxy Form and the voting exclusions in the notice of meetings).

The KMP (which includes each of the Directors) will not be able to vote your proxy on item 3 (Remuneration Report), item 4 (Approval of Allocations of Performance Securities in the Lend Lease LTI Plan and Deferred Securities in the Lend Lease STI Plan to the Managing Director) or item 5 (Directors’ Fees) unless you tell them how to vote. If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on items 3, 4 and 5.

If you intend to appoint the Chairman of the meetings as your proxy, you can direct him how to vote by either marking the boxes for items 3, 4 and 5 (for example to vote “for”, “against” or to “abstain” from voting) or by marking the Chairman’s box on the Proxy Form (in which case the Chairman of the meetings will vote in favour of items 3, 4 and 5).

To be valid, voting forms, proxies or electronic voting instructions must be received by the Company’s share registry, Computershare Investor Services Pty Limited, in Sydney before 10.00am on Monday, 7 November 2011. Voting forms may be submitted in one of the following ways:

•  Online at www.investorvote.com.au; or

•  By mail to Computershare Investor Services Pty Limited, GPO Box 242 Melbourne, Victoria 3001 Australia; or

•  By facsimile to Computershare Investor Services Pty Limited on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

If:

•  a poll is duly demanded at the Annual General Meeting in relation to a proposed resolution;

•  a securityholder has appointed a proxy (other than the Chairman) and the appointment of the proxy specifi es the way the proxy is to vote on the resolution; and

•  that securityholder’s proxy is either not recorded as attending the meeting or does not vote on the resolution,

the Chairman of the meetings will, before voting on the resolution closes, be taken to have been appointed as the proxy for the securityholder for the purposes of voting on that resolution and must vote in accordance with the written direction of the securityholder.

Corporate Securityholders

A corporate securityholder wishing to appoint a person to act as its representative at the meetings 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 Share Registry, Computershare Investor Services Pty Limited, in advance of the meeting, or handed in at the meetings when registering as a corporate representative.

Voting by Attorney

Where a securityholder appoints an attorney to act on his or her behalf at the meetings, the appointment must be made by a duly executed power of attorney. A securityholder entitled to attend and cast at least two votes may appoint not more than two attorneys. A securityholder may, in the power of attorney appointing an attorney, direct the attorney how to vote in respect of each resolution. Any directions given in this manner must be followed.

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The powers of attorney appointing an attorney, or a certifi ed copy of the powers of attorney, must be sent to the Share Registry, Computershare Investor Services Pty Limited and received by 10.00am on Monday, 7 November 2011. Attorneys should also bring a copy of the power of attorney to the meetings.

Securityholder Questions

Securityholders who are entitled to vote at the meetings may submit written questions to the Company, the Trust or the Auditor in advance of the meetings. Questions may be submitted on-line through the Share Registry website (www.computershare.com.au).

Questions must be received by no later than 10.00am on Wednesday, 2 November 2011. Questions should relate to matters that are relevant to the business of the meetings, as outlined in the Notice of Meetings and the attached Explanatory Notes or, if directed to the Auditor, must relate to the content of the Auditor’s reports or the conduct of the audit of the Financial Reports for the year ended 30 June 2011.

Questions will be collated, and during the meetings 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. A list of qualifying questions to the Auditor will be made available to securityholders attending the meetings.

Registration

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

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EXPLANATORY NOTES TO THE NOTICE OF MEETINGS

ORDINARY BUSINESS OF THE COMPANY

Item 1 – Financial Reports

As required by section 317 of the Corporations Act, the Annual Financial Report including the Directors’ Report, Independent Auditor’s Report and the Financial Statements for the year ended 30 June 2011 will be laid before the meetings. There is no requirement for a formal resolution on this item. However, during this item of business, securityholders will be given a reasonable amount of time to ask questions about or make comments on the Annual Financial Report and on the Management of the Company.

Item 2 - To elect Directors

The following information is provided in respect of each candidate:

P C Goldmark (Independent Non Executive)

Mr Goldmark, aged 70, joined the Board in December 1999 and is Chairman of the Nomination Committee and a member of the Sustainability Committee

Experience and Qualifi cations

Until his retirement in December 2010, Mr Goldmark was Director, Climate and Air Program at Environmental Defense, a US based non-profi t environmental advocacy organisation. He was the Chairman and Chief Executive Offi cer of The International Herald Tribune in Paris between 1998 and 2003. Prior to this, he was the President and Chief Executive Offi cer of the Rockefeller Foundation in New York for 10 years. Mr Goldmark has held positions including Senior Vice President of the Times-Mirror Corporation, Executive Director of the Port Authority of New York and New Jersey, and Director of the Budget for the State of New York. He now works as an independent consultant and columnist and is a writer and speaker on world affairs. Mr Goldmark graduated with a BA from Harvard College, Government Department, magna cum laude. He brings to Lend Lease his wide experience as a Chief Executive Offi cer and senior executive in the private and public sectors, both in the USA and internationally.

Term of offi ce, independence and relationships with the company and other directors

Mr Goldmark was last re-elected as a Director at the Annual General Meeting held on 13 November 2008. In accordance with Rule 6.1(f) of the Company’s Constitution he is submitting himself for re-election by securityholders at this meeting. The Board considers Mr Goldmark to be an independent Director (refer to the 2011 Annual Report for the Company’s defi nition of independent Director). Mr Goldmark does not have any other relationships with either the Company or other Directors.

Recommendation

The Board, other than Mr Goldmark, unanimously recommends that securityholders vote in favour of Mr Goldmark’s re-election.

J S Hemstritch (Independent Non Executive)

Ms Hemstritch, aged 58 joined the Board in September 2011.

Experience and Qualifi cations

Ms Hemstritch has extensive senior executive experience in information technology, communications, change management and accounting. She also has broad experience across the fi nancial services, telecommunications, government, energy and manufacturing sectors and in business expansion in Asia. Ms Hemstritch holds a Bachelor of Science degree in Biochemistry and Physiology from the University of London. She is a Fellow of the Institutes of Chartered Accountants in Australia and in England and Wales, is a member of Chief Executive Women Inc and a Fellow of the Australian Institute of Company Directors.

Other Listed Company Directorships

Ms Hemstritch currently serves as a Non Executive Director of the Commonwealth Bank of Australia, Tabcorp Holdings Limited, Santos Limited, the Victorian Opera Company and The Global Foundation. She is a Member of the Research and Policy Council of the Committee for Economic Development of Australia and Council of the National Library of Australia.

Term of offi ce, independence and relationships with the company and other directors

Ms Hemstritch was appointed by the Board in accordance with Rule 6.1(d) of the Constitution on 1 September 2011 and is submitting herself for election by securityholders for the fi rst time at the Annual General Meeting in accordance with Rule 6.1(e) of the Constitution. The Board considers Ms Hemstritch to be an independent Director (refer to the 2011 Annual Report for the Company’s defi nition of independent Directors). Ms Hemstritch does not have any other relationships with either the Company or other Directors.

Recommendation

The Board, other than Ms Hemstritch, unanimously recommends that securityholders vote in favour of Ms Hemstritch’s election.

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D J Ryan (Independent Non Executive)

Mr Ryan, aged 59, joined the Board in December 2004. He is Chairman of the Risk Management and Audit Committee and a member of the Personnel and Organisation Committee.

Experience and Qualifi cations

Mr Ryan has a background in commercial banking, investment banking and operational business management. He has previously held senior executive management positions in investment banking and industry, as well as being the Chairman or a Non Executive Director of a number of listed public companies. He has a Bachelor of Business from the University of Technology in Sydney, Australia, and is a Fellow of the Australian Institute of Company Directors and CPA Australia.

Other Listed Company Directorships

Mr Ryan is the Non Executive Chairman of Tooth & Co Limited (appointed Director September 1999 and Chairman January 2003) and ABC Learning Centres Limited (administrators appointed, receivers and managers appointed) (appointed Director June 2003 and Chairman 30 May 2008). He was formerly the Non Executive Chairman Transurban Holdings Limited (appointed Director April 2003 and Chairman February 2007 and retired August 2010).

Term of offi ce, independence and relationships with the company and other directors

Mr Ryan was last re-elected as a Director at the Annual General Meeting held on 13 November 2008. In accordance with Rule 6.1(f) of the Company’s Constitution he is submitting himself for re-election by securityholders at this meeting. The Board considers Mr Ryan to be an independent Director (refer to the 2011 Annual Report for the Company’s defi nition of independent Director). Mr Ryan does not have any other relationships with either the Company or other Directors.

Recommendation

The Board, other than Mr Ryan, unanimously recommends that securityholders vote in favour of Mr Ryan’s re-election.

Item 3 - Remuneration Report

The Company’s Remuneration Report for the fi nancial year ended 30 June 2011 is set out on pages 33 to 50 of the 2011 Annual Report and can also be found on the Company’s website at www.lendlease.com. The Remuneration Report sets out the remuneration policy for the Company and discloses the remuneration arrangements in place for the Managing Director, specifi ed executives and the Non Executive Directors. The Remuneration Report meets Australian disclosure requirements.

Securityholders will be given a reasonable opportunity to ask questions about or make comments on the Remuneration Report at the Annual General Meeting.

In line with legislation, this vote will be advisory only, and does not bind the Directors or Lend Lease Group, however the Directors will have regard to the outcome of the vote and any discussion when settling the remuneration policies in future years.

In 2010, the Board completed an extensive review of Lend Lease’s Executive Reward Strategy. The objective of the Executive Reward Strategy is to enable the Group to attract, retain and motivate exceptional people, and to create value for our securityholders. The delivery of reward components over periods of up to four years encourages sustainable long term performance.

During the year ended 30 June 2011 the Group fi nalised implementation of the Executive Reward Strategy by implementing the following actions that were described in the 2010 Remuneration Report:

•  a review of fi xed remuneration to ensure market competitiveness. This follows two years of fi xed remuneration freezes for executives (except for those who assumed different roles with greater responsibilities)

•  a more robust Short Term Incentive (STI) program which provides a direct link between reward, profi t generation and securityholder value creation

•  re-weighting of the remuneration mix to focus on the elements where executives have the greatest infl uence while maintaining an appropriate balance between short and long term focus

•  greater levels of deferral for our executives (50% of Short Term Incentives) over one and two years, delivered as securities, to align executives’ interests to those of our securityholders and reduce the risks associated with paying STI in cash immediately

•  assessing Long Term Incentives (LTI) against a single performance hurdle which measures return to securityholders compared to the performance of the companies in the S&P ASX100 Index.

During the year we also expanded our business through the acquisition of Valemus Australia (Valemus), the parent company of Abigroup, Baulderstone and Conneq, which together now form the Group’s infrastructure business in Australia. Valemus employees will move to our Lend Lease reward strategy as soon as possible. We will ensure that our Executive Reward Strategy continues to align to our business strategy and supports further sustainable growth. We will continue to listen to you and consider refi nements to our reward strategy.

Recommendation

The Board unanimously recommends that securityholders vote in favour of this Resolution.

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SPECIAL BUSINESS OF THE TRUST AND THE COMPANY

Item 4 – Approval of Allocations of Performance Securities in the Lend Lease LTI Plan and Deferred Securities in the Lend Lease STI Plan to the Managing Director

Securityholder approval is being sought to allocate to the Managing Director (MD) of Lend Lease, Stephen McCann:

• a) Performance Securities – which are part of Lend Lease’s Long Term Incentive (LTI) Plan and seek to align the interests of executives with securityholders over a three to four year period; and

• b) Deferred Securities – which are part of Lend Lease’s Short Term Incentive (STI) Plan and reward achievement against agreed fi nancial and non-fi nancial targets and seek to align the interests of executives and securityholders over a one and two year period.

It is intended that the above awards will be made to the MD on the following dates:

• a) Performance Securities – within 1 month of the meeting; and

• b) Deferred Securities – on or about 1 September 2012.

Why is securityholder approval being sought?

ASX Listing Rule 10.14 requires that securityholders approve awards of securities issued to Directors. Securityholders’ approval is required only if new securities are issued to a Director and not if securities are purchased on market. The intention of the requirement is to protect securityholders from dilution in the value of securities that may occur as a result of securities issued under employee incentive plans. No such dilution occurs if securities are purchased on market.

The Board of Directors (Board) may determine whether securities awarded will be purchased on market or issued. The Board’s current intention is to purchase on market all Performance Securities and Deferred Securities awarded as this would cause no dilution to securityholders’ interests. However, the Board considers it good governance to seek approval from securityholders for awards made to the MD. Subject to securityholder approval being obtained, the Board reserves the right to issue new securities instead of buying on market.

Background

Each year the Board reviews and approves the remuneration of the MD. The MD’s remuneration is set in accordance with the Executive Reward Strategy and with consideration of market benchmarks provided by an external remuneration consultant, presently PricewaterhouseCoopers. The MD’s remuneration package includes:

• a) Fixed remuneration (salary, superannuation and benefi ts)

• b) Short term incentive payable in cash

• c) Short term incentive which is provided as a grant of Deferred Securities that vest subject to servicebased conditions over a one and two year period

• d) A long term incentive in the form of Performance Securities which vest subject to achievement of a performance-based hurdle over a three and four year period and subject to continuing employment at the relevant vesting date.

a) Performance Securities – LTI Plan

Overview: The LTI plan involves an annual grant of ‘Performance Securities’ to participants. The Performance Securities track the performance of Lend Lease securities and are subject to a performance-based hurdle over a three and four year period and subject to continuing employment at the relevant vesting date. The Board’s current intention is that the cash value of the LTI awards will be settled in Lend Lease securities. Each Performance Security represents one fully paid Lend Lease security (comprising one fully paid ordinary share in the Company stapled to one fully paid ordinary unit in Lend Lease Trust). The Board may also provide cash or other benefi ts with equivalent value on vesting but its current intention is to provide Lend Lease securities.

Performance hurdle: All of the Performance Securities granted will be subject to Lend Lease’s Total Securityholder Return (TSR) compared to a comparator group of companies comprising the S&P ASX 100 Index subject to any inclusions or exclusions determined by the Board.

If Lend Lease’s TSR performance is ranked below the median of the comparator group, no Performance Securities will vest and Mr McCann will receive no Lend Lease securities. If Lend Lease’s TSR performance is ranked at the median of the comparator group, 50 percent of Performance Securities will vest. 100 percent of Performance Securities will vest if Lend Lease’s TSR is ranked at the 75th percentile. For relative TSR performance between the median and the 75th percentile, pro-rated vesting will occur on a straight-line basis resulting in vesting of between 50 percent and 100 percent.

50% of the Performance Securities will be tested against the performance hurdle after three years and the remaining 50% of the Performance Securities will be tested against the performance hurdle after four years. If the performance conditions are not met at the time of testing, then those Performance Securities will lapse.

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The Board believes that rela tive TSR is an appropriate performance hurdle as it aligns the MD’s interests with securityholder outcomes and provides a direct comparison of Lend Lease’s performance against other listed companies.

Quantum of award: During the year ended 30 June 2012, subject to securityholder approval, Mr McCann will be granted 157,029 Performance Securities under the LTI Plan.

This LTI grant is approximately 20% of the Mr McCann’s total target reward and is consistent with the Executive Reward Strategy under which the Board has determined that the LTI granted to the MD should represent between 20% and 30% of the MD’s total target reward.

The Board determined the number of Performance Securities by dividing the dollar value of the LTI grant ($1,295,000) by the volume weighted average price of Lend Lease securities over the month of August 2011 ($8.2469), and rounding to the nearest whole number.

Distributions: For each Performance Security that vests, the MD will also be entitled to an amount equal to the distributions that would have been declared or paid on the Lend Lease securities referable to those Performance Securities in the period from the date of grant to vesting. This will (subject to Board discretion) be settled on the same basis as the relevant Performance Securities (that is, by acquiring additional Lend Lease securities). The number of Lend Lease securities will be the additional amount divided by the closing price of a Lend Lease security on the trading day immediately preceding the relevant vesting date (rounded up or down to the nearest whole security).

Termination of employment: The treatment of any unvested Performance Securities at the time of termination depends upon the nature of the termination. If Mr McCann is terminated for cause or resigns, any unvested Performance Securities will lapse (unless the Board determines otherwise). If Mr McCann is a “good leaver” (e.g. the termination is due to retirement or redundancy), the number of unvested Performance Securities will be calculated on a pro-rata basis and will remain subject to the original performance conditions and will be tested at the original testing dates. In exceptional circumstances (e.g. death, total and permanent disablement or other circumstances determined by the Board), performance may be assessed at the date of termination with vesting to occur at that time.

Additional information: The early vesting of the Performance Securities may be permitted by the Board in other limited circumstances such as a change in control of Lend Lease, in which case Mr McCann will be entitled to a pro-rata award or other amount as determined by the Board.

No amount is payable by Mr McCann upon the grant of these Performance Securities or to acquire Lend Lease securities at vesting.

Other than Mr McCann, no director (or associate of a director) is currently entitled to participate in the LTI Plan. No grants have been made to a director (or associate of a director) under the LTI Plan since the securityholder approval at the 2010 AGM. In the period up to the 2011 AGM, it is anticipated that awards made to Mr McCann under the LTI granted on the 1st September 2008, will partially vest and that he will receive 137,355 securities at an average acquisition price of $8.1150. No loan will be provided to Mr McCann in relation to the LTI Plan award.

b) Deferred Securities

Overview: Under the Lend Lease Deferred Securities Plan, the Board may grant “Deferred Securities” to the MD which will vest subject to service-based conditions. The number of Deferred Securities awarded to Mr McCann is dependent on his achievement against targets determined by the Board under the Lend Lease Short-term Incentive (STI) Plan. The Board has determined that 50% of any STI awarded to the MD will be paid as cash and 50% will be provided as a grant of Deferred Securities.

Mr McCann’s target STI for FY12 is $3,237,000. In exceptional circumstances where the company and the MD have signifi cantly over-performed, Mr McCann may be awarded 150% of his target or $4,855,500 of which 50% would be in Deferred Securities ($2,427,750). Although an award of this amount can only be made in exceptional circumstances, to allow for that possibility, approval is sought for this maximum amount. The maximum amount will only be awarded if the company exceeds the budgeted profi tability for FY12 approved by the Board by a material amount and Mr McCann is also evaluated by the Board at the highest level on the objectives in his individual scorecard.

50% of Mr McCann’s FY12 individual scorecard objectives are fi nancial, including targets in relation to profi t after tax, margin, cash fl ow, return on shareholder’s equity and new work secured. For commercial reasons, the specifi c details of these individual fi nancial targets cannot currently be disclosed. Subject to commercial sensitivities, the Board will provide further information in the FY12 Remuneration Report.

The remaining 50% of Mr McCann’s scorecard includes goals in relation to safety, talent management and succession planning, operational effi ciency, execution of key development projects and the business strategy. Subject to commercial sensitivities, further information about these goals, and the Board’s evaluation of Mr McCann’s performance against these goals, will be provided in the FY12 Remuneration Report.

In addition to the above goals, any awards under the STI are also subject to satisfactory performance against sustainability, diversity and control measures and conduct consistent with the Group’s values.

Each Deferred Security represents one fully paid Lend Lease security. No amount is payable by Mr McCann upon grant of the Deferred Securities.

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Deferral Period: In order to ensure continued alignment to securityholder interests and to support the retention of Mr McCann, the Deferred Securities will be subject to Vesting Conditions determined by the Board. Currently the Board has determined the following Vesting Conditions:

•  50% of the Deferred Securities (Tranche 1) will vest if Mr McCann has not terminated or given notice of the termination of his employment at or before one year after the grant date of the Deferred Securities (the grant date will be a date determined by the Board that is expected to be on or about 1 September 2012); and

•  50% of the Deferred Securities (Tranche 2) will vest if Mr McCann has not terminated or given notice of the termination of his employment at or before two years after the grant date of the Deferred Securities.

The Deferred Securities will be held on trust for Mr McCann during the period that the Deferred Securities are subject to Vesting Conditions. During this period, Mr McCann cannot sell or otherwise deal with these Deferred Securities.

Termination of Employment: Prior to the relevant vesting date, the Deferred Securities will be forfeited by Mr McCann if he is terminated for cause or resigns. However, if Mr McCann is a “good leaver” or if the termination of employment is due to special circumstances, (including death, disability, redundancy, retirement or other circumstances determined by the Board), the Board may allow early vesting of some or all of the Deferred Securities or allow some or all of the Deferred Securities to remain in the Lend Lease Employee Share Acquisition Plan Trust on his behalf until the original vesting date. The Board retains the discretion to reduce Mr McCann’s entitlement to Deferred Securities at the time of, or following the cessation of, Mr McCann’s employment.

Quantum of securities: The maximum number of Deferred Securities to be granted to Mr McCann under the Deferred Securities Plan will be determined as follows:

DS = (50% x STI) / L

Where:

DS = the number of Deferred Securities to be awarded to Mr McCann.

STI = the dollar value of the actual STI award made to Mr McCann under the STI (including both cash and securities) after consideration by the Board of achievement against agreed targets.

L = the volume weighted average price of Lend Lease securities traded on ASX over the one month period prior to the grant date (or if the Board considers that this period does not refl ect a realistic price having regard to the recent trading history, such other period as determined by the Board).

For the year ending 30 June 2012, the maximum value of Deferred Securities which can be awarded to Mr McCann is $2,427,750 (being half of the maximum STI opportunity which can be awarded to Mr McCann for exceptional performance).

As an illustrative example, assuming that the Board’s assessment of the MD’s performance against agreed targets leads to a total STI award of $3,500,000, then $1,750,000 would be delivered as Deferred Securities (that is, 50% of $3,500,000). If the volume weighted average price of Lend Lease securities during the month prior to the grant date was $8.00 per security, the number of Deferred Securities granted to Mr McCann would be 218,750 (that is, $1,750,000 / $8.00).

Additional information: The early vesting of some or all of the Deferred Securities may be permitted by the Board in other limited circumstances such as a change in control of Lend Lease.

Other than Mr McCann, no director (or associate of a director) is currently entitled to participate in the STI (including the Deferred Securities Plan component). No grants have been made to a director (or associate of a director) other than Mr McCann under the STI since the securityholder approval at the 2010 AGM. For Mr McCann, the total number of deferred securities granted is 236,550 and at an acquisition price of $8.1463 in accordance with the securityholder approval granted at the 2010 AGM. No loan will be provided to Mr McCann in relation to the STI award or Deferred Securities.

Recommendation

The Board (with Mr McCann abstaining) unanimously recommends that securityholders vote in favour of this Resolution.

10

SPECIAL BUSINESS OF THE COMPANY

Item 5 - Directors’ Fees

Securityholder approval is being sought to increase the maximum aggregate amount which can be paid as fees to the Non-Executive Directors by A$500,000, from A$2,500,000 to A$3,000,000. The current maximum aggregate amount of A$2,500,000 was approved by securityholders at the 2008 Annual General Meeting.

The maximum aggregate amount includes the total fees that may be payable to all Non Executive Directors, including any superannuation guarantee contributions payable by the company to Non Executive Directors.

The Board completed a review of its size and composition following the acquisition of Valemus Australia and having regard to the Group’s strategic direction. As a result of this, the Board decided to further increase the number of directors. Ms Hemstritch was appointed to the Board in September 2011 and the proposed increase will provide the Board with the fl exibility to appoint one further director (assuming a suitably qualifi ed candidate is identifi ed).

The actual fees paid to Non Executive Directors (as distinct from the aggregate limit for all fees approved by securityholders) were last increased with effect from January 2009 (and July 2009 for the Chairman). In addition, with effect from January 2010, the Board resolved to discontinue the provision of retirement securities to Directors. This had the effect of reducing the remuneration of Directors by approximately 17%.

The Board believes that effective leadership and governance are essential to the Group’s future success. For this reason the fees paid to Non Executive Directors need to be competitive and must enable the Group to attract, motivate and retain directors of international standing.

Accordingly, the Board intends to complete a review of the fees paid to Non Executive Directors, having regard to external advice and relevant market benchmarks, during the year ending 30 June 2012. Depending upon the outcomes of the review, there may be an adjustment to fee levels. If there is any change to Non Executive Director fees, this will be disclosed in the Remuneration Report for the year ending 30 June 2012.

Detailed information about Directors’ remuneration is set out in the Remuneration Report. The Remuneration Report forms part of the Directors’ Report and is set out on pages 33 to 50 of the Annual Report and can also be found on the Company’s website at www.lendlease.com

Recommendation

The Directors do not make any recommendation in respect of this Resolution given the interest of the Non Executive Directors.

11

Lend Lease

413LLI0010

12

Lodge your vote:

Lend Lease Corporation Limited ABN 32 000 226 228 and Lend Lease Trust ARSN 128 052 595

 Online:

www.investorvote.com.au

 By Mail:

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

000001 000 LLC MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

 For your vote to be effective it must be received by 10.00am Monday 7 November 2011

How to Vote on Items of Business

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

Appointment of Proxy

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 (except in relation to items 3, 4 and 5 where you have appointed a member of key management personnel or one of their closely related parties as your proxy, in which case your proxies will not be voted on these items). If you mark more than one box on an item your vote will be invalid on that item.

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.

A proxy need not be a securityholder of Lend Lease Group.

Default to the Chairman of the meetings: Any directed proxies that are not voted on a poll at the meeting will automatically default to the Chairman of the meetings, who is required to vote proxies as directed.

Proxy voting by key management personnel: The key management personnel of Lend Lease Corporation Limited (which includes each of the directors) and their closely related parties will not be able to vote your proxy on Items 3, 4 and 5 unless you tell them how to vote.

If you intend to appoint a member of the key management personnel or one of their closely related parties as your proxy, please ensure that you direct them how to vote on each of Items 3, 4 and 5. If you intend to appoint the Chairman of the meetings as your proxy, you can direct him how to vote by either marking the boxes for Items 3, 4 and 5, or by marking the Chairman’s box on the proxy form (in which case the Chairman of the meetings will vote in favour of these items of business).

Signing Instructions for Postal Forms

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

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

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.

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.

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

916CR_0_Sample_Proxy/000001/000002

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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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. I 9999999999

I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

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

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the Chairman of the meetings

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the meetings. 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 meetings, 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 and General Meeting of Lend Lease Trust to be held at Palladium Ballroom C at Crown, Level 1, 8 Whiteman Street, Southbank, Victoria, Australia on Wednesday 9 November 2011 at 10.00am and at any adjournment of the meetings.

Important for Items 3, 4 and 5 - If the Chairman of the meetings is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the meetings to vote in accordance with the Chairman's voting intentions on Items 3, 4 and 5 as set out below and in the Notice of Meetings. If you do not mark this box, and you have not directed your proxy how to vote on Items 3, 4 and/or 5, the Chairman of the meetings will not cast your votes on these Items and your votes will not be counted in computing the required majority if a poll is called on these items.

The Chairman of the meetings intends to vote all available proxies in favour of Items 3, 4 and 5 of business.

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I/We direct the Chairman of the meetings to vote in accordance with the Chairman's voting intentions on Items 3, 4 and 5 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the meetings may exercise my proxy even though Items 3, 4 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel and/or even if the Chairman of the meetings has an interest in the outcome of these items, and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

Items of Business



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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2(a)	Re-election of Director - Mr Peter Goldmark
2(b)	Election of Director - Ms Jane Hemstritch
2(c)	Re-election of Director - Mr David Ryan
3	Adoption of Remuneration Report
4	Approval of Allocations of Performance Securities in the Lend Lease LTI Plan and Deferred Securities
	in the Lend Lease STI Plan to Mr Stephen McCann
5	Increase of the Non-Executive Directors' Aggregate Fee Limit to A$3,000,000

The Chairman of the meetings intends to vote all available proxies in favour of each item of business.

SIGN 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 2 1 3 8 7 A