LENDLEASE GROUP — AGM Information 2020

Oct 20, 2020

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19 August 201921 October 202022 August 2018
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Lendlease Group 2020 Notice of Meetings

Attached are copies of the Chairman’s Letter to Securityholders, sample Proxy Form and Notice of Meetings for the 2020 Annual General Meeting of shareholders of Lendlease Corporation Limited and General Meeting of unitholders of Lendlease Trust (together Lendlease Group).

The meetings will be held virtually on Friday 20 November 2020 commencing at 10:00am (AEDT).

These documents are available on the Lendlease website at www.lendlease.com.au.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Investors: Media: Justin McCarthy Stephen Ellaway Mob: +61 422 800 321 Mob: +61 417 851 287

Authorised for lodgement by the Lendlease Group Disclosure Committee

Lendlease Corporation Limited ABN 32 000 226 228 and Lendlease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983 as responsible entity for Lendlease Trust ABN 39 944 184 773 ARSN 128 052 595

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Level 14, Tower Three, International Towers Sydney Exchange Place, 300 Barangaroo Avenue Barangaroo NSW 2000 Australia

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

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

How to Access the Notice of Meetings, Vote and Participate in the meetings:

To access the Notice of Meetings and other relevant documentation, lodge a proxy and participate in the meetings, visit our online AGM site at: edocumentview.com.au/LLC2020

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Control Number: 999999 SRN/HIN: I9999999999

YOUR VOTE IS IMPORTANT For your proxy appointment to be effective it must be received by 10 : 00am (AEDT) on Wednesday 18 November 2020 . For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

21 October 2020

For all enquiries call: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Dear Securityholder

It is my pleasure to invite you to attend the 2020 Annual General Meeting of Lendlease Corporation Limited (the Company) and Meeting of Unitholders of Lendlease Trust (AGM). This year, due to the ongoing risks of the COVID-19 pandemic, and in light of the social distancing requirements of the Federal and State governments currently in place, the Board has determined that in the interests of the health and safety of securityholders an online (virtual) meeting will be held. Securityholders will not be able to physically attend the AGM.

The AGM will commence at 10:00am (AEDT) on Friday 20 November 2020 as a virtual meeting. Details of where you can access the Notice of Meetings and other meeting documents, lodge a proxy and participate in the AGM are set out in this letter.

The Notice of Meetings contains details of the items of business, as well as voting procedures and explanatory notes. The items of business at this year’s AGM include:

• Consideration of the Financial Reports, which is a non voting item;

• The election of Non Executive Director Robert Welanetz who joined the Board earlier this year;

• The re-election of Non Executive Directors Philip Coffey and Jane Hemstritch who are retiring by rotation in accordance with the Company’s Constitution and are offering themselves for re-election;

• The adoption of the Remuneration Report as set out in pages 106 to 136 of the 2020 Annual Report; and

• The allocation of Performance Rights to Steve McCann, Managing Director and Group Chief Executive Officer.

The Board considers that all resolutions to be voted on at the AGM are in the best interests of Lendlease securityholders and recommends that you vote in favour of all items.

The AGM is the primary opportunity for the Board to interact with securityholders and is an important part of our approach to governance. The virtual meeting will provide you with an opportunity to attend the meeting regardless of your location. Our Group Chief Executive Officer Steve McCann and I will speak at the AGM and provide an update to securityholders on the Group’s performance during this unprecedented year. Securityholders will be able to ask questions and vote on important matters during the meeting so I encourage you to attend online. For those securityholders who are not able to attend the meeting online, I encourage you to vote ahead of the meeting and submit questions in advance through www.investorvote.com.au. While time may not permit me to address all of the questions submitted, I will try to address the more frequently raised securityholder questions during the course of the meeting. You can also view an archive of the webcast on the Lendlease website which will be available after the meeting.

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Finally, I acknowledge the outstanding contributions of Non Executive Director Colin Carter, who will be retiring from the Board at the conclusion of the AGM. Colin has served on the Board for more than eight years and his depth of experience in strategy, sustainability and governance helped to shape Lendlease’s position in these critical areas. Thank you Colin for your unwavering support.

Yours sincerely

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Michael Ullmer, AO Chairman Lendlease Group

Login

Securityholders can watch and participate in the AGM virtually via the online platform by visiting https://web.lumiagm.com or through the Lumi AGM app.

Please refer to the user guide available at

www.computershare.com.au/virtualmeetingguide

• To login to the AGM online you will need

• The meeting ID for the AGM: 302-048-635

• Your SRN/HIN

Voting online

Once polls are open, securityholders and proxyholders can vote by clicking on the bar chart icon.

Ask a question online

Click this icon for the submission of written questions. Questions may be moderated or amalgamated if there are multiple questions on the same topic.

• Your postcode registered on your holding if you are an Australian securityholder. Overseas securityholders should refer to the user guide.

Proxyholders will need to contact Computershare, on +61 3 9415 4024 to obtain their login details to participate live online.

Participating at the meeting online, enables securityholders to view the AGM live, ask questions and cast direct votes at the appropriate times during the meeting.

Securityholders can also dial in via teleconference and will be able to listen to the meeting live and ask questions on the phone. Details of the teleconference line will be available through the Lumi AGM platform.

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Lodge your vote: edocumentview.com.au/LLC2020

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

LLC

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

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

By Fax 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

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

For all enquiries call: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Proxy Form

For your vote to be effective it must be received by 10:00am (AEDT) on Wednesday 18 November 2020

How to Vote on Items of Business

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

Appointing a proxy: If you wish to appoint the Chairman of the Meetings as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meetings please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the Meetings, the Chairman of the Meetings will be your proxy. If your named proxy attends the Meetings but does not vote on a poll on an item of business in accordance with your voting directions, the Chairman of the Meetings will become your proxy in respect of that item.

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 or abstain as they choose (to the extent permitted by law). 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 Meetings 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 Lendlease Group.

Voting restrictions applying to key management personnel: If you appoint a member of the key management personnel of Lendlease Corporation Limited (which includes each of the Directors) (KMP) or one of their closely related parties as your proxy, the KMP will not be able to cast your votes on items 3 and 4 unless you direct them how to vote or the Chairman of the Meetings is your proxy.

If you appoint the Chairman of the Meetings as your proxy or the Chairman of the Meetings is appointed as your proxy by default, and you do not mark a voting box for items 3 and 4 then by completing and submitting this form you will be expressly authorising the Chairman of the Meetings to exercise the proxy in respect of the relevant item even though the item is connected with the remuneration of the KMP. The Chairman of the Meetings intends to vote all available proxies in favour of each item 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 this form is signed under Power of Attorney and 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 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. Delete titles as applicable. Your securities will be voted in accordance with your directions.

Corporate Representatives

If a representative of a corporate securityholder or proxy is to attend the Meetings, you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to online registration. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

GO ONLINE TO LODGE YOUR FORM, or turn over to complete the form

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

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

Appoint a Proxy to Vote on Your Behalf

STEP 1

I/we being a member/s of Lendlease Group hereby appoint

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PLEASE NOTE: Leave this box blank if The Chairman OR you have selected the Chairman of the of the Meetings 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 Meetings on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Lendlease Corporation Limited (the Company ) and General Meeting of Lendlease Trust ( Meetings ) to be held virtually on Friday 20 November 2020 at 10:00am (AEDT) and at any adjournment or postponement of the Meetings.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meetings as my/our proxy (or the Chairman of the Meetings becomes my/ our proxy by default), by completing and submitting this form, I/we expressly authorise the Chairman of the Meetings to exercise my/our proxy on items 3 and 4 (except where I/we have indicated a different voting intention below) even though the relevant item is connected directly or indirectly with the remuneration of the key management personnel, which includes the Chairman of the Meetings. Important Note: If the Chairman of the Meetings is (or becomes) your proxy you can direct the Chairman of the Meetings to vote for or against or to abstain from voting on an item by marking the appropriate box in step 2 below.

STEP 2

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 poll and your votes will not be counted in computing the required majority.

ORDINARY BUSINESS

FOR AGAINST ABSTAIN

2	a)	Election of Robert Welanetz as a Director of the Company
2	b)	Re-election of Philip Coffey as a Director of the Company
2	c)	Re-election of Jane Hemstritch as a Director of the Company
3		Adoption of Remuneration Report
4		Approval of Allocation of Performance Rights to Managing Director

The Chairman of the Meetings intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meetings may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

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

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

Sole Director and Sole Company Secretary Contact

L L C

2 6 9 2 6 2 A

Creating together

Annual General Meeting of Lendlease Corporation Limited and Meeting of Unitholders of Lendlease Trust

Friday 20 November 2020 at 10:00am (AEDT)

Login

Securityholders can watch and participate in the AGM virtually via the online platform by visiting https://web.lumiagm.com or through the Lumi AGM app.

Please refer to the user guide available at www.computershare.com.au/virtualmeetingguide

To login to the AGM online you will need

• The meeting ID for the AGM: 302-048-635

• Your SRN/HIN

Voting online

Once polls are open, securityholders and proxyholders can vote by clicking on the bar chart icon.

Ask a question online

Click this icon for the submission of written questions. Questions may be moderated or amalgamated if there are multiple questions on the same topic.

• Your postcode registered on your holding if you are an Australian securityholder. Overseas securityholders should refer to the user guide.

Proxyholders will need to contact Computershare, on +61 3 9415 4024 to obtain their login details to participate live online.

Participating at the meeting online, enables securityholders to view the AGM live, ask questions and cast direct votes at the appropriate times during the meeting.

Securityholders can also dial in via teleconference and will be able to listen to the meeting live and ask questions on the phone. Details of the teleconference line will be available through the Lumi AGM platform.

Lendlease Notice of Meetings 2020 3

Notice of Meetings

Items of Business

Financial Reports

1. To consider and receive the Financial Statements, the Directors’ Report, and the Independent Auditor’s Report within the Lendlease Group Annual Report for the year ended 30 June 2020.

No resolution is required for this item of business.

Election and Re-election of Directors

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

2. a) That Mr Robert Welanetz 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.

3. b) That Mr Philip Coff ey 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.

4. c) That Ms Jane Hemstritch 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, pass the following resolution as an ordinary resolution of the Company:

2. That the Company’s Remuneration Report for the year ended 30 June 2020 be adopted.

In accordance with section 250R of the Corporations Act 2001 (Cth) (Corporations Act) the vote on resolution 3 will be advisory only.

Approval of Allocation of Performance Rights to the Managing Director

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

That approval is given to issue Performance Rights to the Managing Director of Lendlease Group, Mr Stephen McCann, on the terms and conditions described in the Explanatory Notes accompanying this Notice of Meetings.

However, a vote will not be disregarded if it is cast as proxy for a person entitled to vote on item 3:

• in accordance with a direction on the Proxy Form; or

• by the Chairman of the meeting in accordance with an express authorisation to exercise the proxy even though item 3 is connected with the remuneration of the Company’s KMP.

Item 4 – Approval of Allocation of Performance Rights to the Managing Director

The Company and Trust will disregard any votes on item 4:

• a) cast in favour of the resolution by or on behalf of Mr Stephen McCann (being the only director eligible to participate in any of the Group’s employee incentive schemes) or any of his associates, regardless of the capacity in which the votes are cast; and

• b) cast as a proxy by a member of the KMP at the date of the meeting or their closely related parties.

However, a vote will not be disregarded if it is cast:

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

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

• by a holder acting solely in a nominee, trustee, custodial or other fi duciary capacity on behalf of a benefi ciary provided the following conditions are met:

• the benefi ciary provides written confi rmation to the holder that the benefi ciary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with the directions given by the benefi ciary to the holder to vote in that way.

Other information

The proposed items of business should be read in conjunction with the voting information and explanatory notes on pages 6 to 12, which form part of this notice of meeting.

All items of business will be determined by poll.

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

VOTING EXCLUSION STATEMENTS

Item 3 – Remuneration Report resolution

Wendy Lee

The Company will disregard any votes cast on item 3:

• a) in any capacity by or on behalf of a member of the key management personnel named in the Remuneration Report for the year ended 30 June 2020 (KMP) or their closely related parties (such as close family members and any companies the person controls); and

Company Secretary

21 October 2020

• b) as a proxy by a member of the KMP at the date of the meeting or their closely related parties.

4

Notice of Meetings continued

HOW TO ATTEND THE MEETING ONLINE

Due to the ongoing risks of the COVID-19 pandemic, and in light of the social distancing requirements of the Federal and State governments in place at the date of this Notice, the Board has determined that in the interests of the health and safety of securityholders an online (virtual) meeting will be held. Securityholders will not be able to physically attend the AGM.

By participating online, securityholders will be able to hear and view the Chairman and CEO addresses, submit questions and comments whilst the meeting is in progress and vote during the meeting.

Registration will commence at 9:00am on Friday, 20 November 2020 (AEDT).

To participate in the online AGM, you will need to:

• visit web.lumiagm.com on your smartphone, tablet or computer

• The meeting ID for the AGM is: 302-048-635

• enter your SRN/HIN

• enter your postcode or country code (country codes are located in the online meeting user guide)

When registering, securityholders should allow suffi cient time to contact Computershare in the event you experience any

Further information regarding participating in the meeting online, including browser requirements, how to vote and how to ask questions, is detailed in the Lumi Online Meeting Guide which is available at www.computershare.com.au/virtualmeetingguide.

The AGM will be webcast and securityholders will be able to view the proceedings of the AGM via the Lumi AGM platform.

VOTING INFORMATION

Instructions on how to vote using the Lumi AGM platform:

• Open the Lumi AGM app or website and enter the Meeting ID 302-048-635.

• Enter your username (your SRN/HIN) and password (your postcode as recorded on the register).

• From the Home screen, you can view Company documents and vote.

• Once the poll is open, the voting icon will appear at the bottom of your screen – to vote, click on the icon and select your desired option ("for", "against" or "abstain").

• To change your vote, select another option (you can cancel your vote by pressing the ‘cancel’ button).

An illustrative guide on how to use the Lumi AGM app is available at www.computershare.com.au/virtualmeetingguide. Your computer, mobile phone or device must have access to the internet during the meeting in order to use the Lumi AGM platform (using either the internet site https://web.lumiagm.com or the Lumi AGM app).

Proxies

If you are unable to attend the meeting, 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 meeting by completing the Proxy Form or by submitting your proxy appointment online.

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 Lendlease Group.

Eligibility to Vote

For the purposes of determining entitlement to vote at the meeting, Lendlease securities will be taken to be held by those registered as holders at 7.00pm on Wednesday, 18 November 2020 (AEDT). Transactions registered after that time will be disregarded in determining securityholders’ entitlements to attend and vote at the meeting.

Voting at the Meeting

All resolutions will be by poll. You may vote:

• By lodging a proxy in advance of the meeting at www.investorvote.com.au by 10.00am Wednesday, 18 November 2020 (AEDT); or

• In real-time at the meeting, by using the Lumi AGM platform at https://web.lumiagm.com or by using the Lumi AGM app (see the instructions below).

The Lumi AGM platform can be accessed using your computer, mobile phone or device using the latest version of a compatible browser such as Chrome, Safari, Internet Explorer 11, Edge or Firefox and visiting https://web.lumiagm.com. The Lumi AGM app is available for devices running Android and iOS operating systems only and can be downloaded from the Google Play™ Store Market or the Apple® App Store in advance of the Meeting.

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.

Proxy Voting by Members of the KMP

With the exception of the Chairman, the KMP (which includes each of the Directors) and their closely related parties will not be able to vote your proxy on item 3 (Remuneration Report) and item 4 (Approval of Allocation of Performance Rights to the Managing Director) unless you direct them how to vote.

If you intend to appoint a member of the KMP (such as one of the Directors), or one of their closely related parties, as your proxy, please ensure that you direct them how to vote on items 3 and 4 by marking the boxes for the relevant items (for example to vote “for”, “against” or to “abstain” from voting).

If you appoint the Chairman of the meeting as your proxy, or the Chairman of the meeting is appointed as your proxy by default, and you do not mark a box for items 3 and 4, then by submitting the Proxy Form you will be expressly authorising the Chairman of the meeting to exercise the proxy in respect of items 3 and 4 even though these items are connected with the remuneration of the KMP.

Lendlease Notice of Meetings 2020 5

Chairman’s Voting Intention

The Chairman of the meeting intends to vote undirected proxies in favour of all items.

Submitting your Proxy Form

To be valid, Proxy Forms must be received by Lendlease Group’s share registry, Computershare Investor Services Pty Limited, by 10.00am (AEDT) on Wednesday, 18 November 2020.

Proxy Forms may be submitted in one of the following ways:

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

• Online at www.intermediaryonline.com for intermediary online subscribers (custodians) only; 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).

Appointed proxies will need to contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

Corporate Securityholders or Proxies

A corporate securityholder or proxy 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, 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 and received by 10.00am (AEDT) on Wednesday, 18 November 2020.

The authority may be submitted in one of the following ways:

• 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).

Voting by Attorney

Where a securityholder appoints an attorney to act on his or her behalf at the meeting, the appointment must be made by a duly executed power of attorney.

Technical diffi culties may arise during the AGM. The Chairman has discretion as to whether and how the meeting should proceed if a technical diffi culty arises. In exercising their discretion, the Chairman will have regard to the number of securityholders impacted and the extent to which participation in the business of the meeting is aff ected. Where considered appropriate, the Chairman may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, securityholders are encouraged to lodge a directed proxy prior to the meeting, even if they plan to attend the meeting online.

In the event of a technological failure that prevents securityholders from having a reasonable opportunity to participate in the meeting, Lendlease will provide an update on its website and the ASX platform to communicate the details of any postponement or adjournment of the meeting to securityholders. If it becomes necessary to make further alternative arrangements for holding the meeting, we will give securityholders as much notice as practicable with further information being made available on Lendlease’s website at www.lendlease.com.

Securityholder Questions

Lendlease encourages all securityholders, in particular those who are not able to attend the meeting, to ask questions in advance of the meeting. Please take advantage of the opportunity to submit questions on-line through www.investorvote.com.au.

Questions submitted on-line through www.investorvote.com.au must be received by Friday, 13 November 2020. If you do not submit questions prior to the meeting, you can submit your question during the online meeting via the Lumi AGM platform or via the teleconference line.

Questions should relate to matters that are relevant to the business of the meeting, 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 2020. A list of qualifying questions to the Auditor will be made available to securityholders attending the meeting.

If questions are received that are of a similar nature, they may 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.

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.

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 (AEDT) on Wednesday, 18 November 2020.

The document may be submitted in one of the following ways:

• 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).

6

Notice of Meetings continued

EXPLANATORY NOTES TO THE NOTICE OF MEETINGS

The information below is an explanation of the business to be considered at the 2020 meeting.

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 2020, will be laid before the meeting. There is no requirement for a formal resolution on this item.

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. Securityholders will also be given an opportunity to ask a representative of Lendlease Group’s auditor, KPMG, questions relevant to the conduct of the audit, the preparation and content of the auditor’s report, the accounting policies adopted by Lendlease Group in relation to the preparation of the fi nancial reports and the independence of the auditor in relation to the conduct of the audit.

Securityholders who elected to receive a hard copy of the Lendlease Group Annual Report for the year ended 30 June 2020 were provided with a copy of the accounts with that report. A copy of the Annual Report is also available on the Lendlease website at www.lendlease.com.

Item 2 – Election and Re-election of Directors

Non Executive Director Mr Robert Welanetz joined the Board in March 2020 and is retiring in accordance with the Lendlease Group Constitution and standing for election.

Mr Philip Coff ey and Ms Jane Hemstritch were last re-elected by securityholders at the 2017 AGM. Mr Coff ey and Ms Hemstritch are retiring in accordance with the Lendlease Group Constitution and standing for re-election at the meeting.

The Board in conjunction with the Nominations Committee reviewed the skills, experience and diversity represented on the Board. On the basis of these reviews, the Board considers that all Non Executive Directors seeking election or re-election continue to make valuable contributions to the Board and that the Board as a whole has an appropriate mix of skills, experience and diversity to govern Lendlease Group in the best interests of our stakeholders.

The Board considers Mr Welanetz, Mr Coff ey and Ms Hemstritch to be independent and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement.

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a) Mr Robert Welanetz (Independent Non Executive Director)

Mr Welanetz joined the Board in March 2020. He is a member of the Nomination, People & Culture, Risk and Sustainability Committees.

Mr Welanetz is based in the US and has signifi cant executive, advisory, strategic and operational experience in the property, investment, development and construction sectors, gained over an international career spanning over 40 years. Mr Welanetz has direct project experience in 47 countries over the course of his executive career.

In his most recent role, Mr Welanetz served as Chief Executive Offi cer in the property division of Majid Al Futtaim (MAF), based in Dubai, where he had overall responsibility for managing MAF’s operating property portfolio and development pipeline. Mr Welanetz retired from that position in 2018. Prior to joining MAF, Mr Welanetz spent over seven years in a global role including four years based in Shanghai in Blackstone’s Real Estate Group evaluating and identifying acquisition opportunities in retail real estate and providing strategic guidance for Blackstone’s portfolio of retail assets and retail operating companies.

Mr Welanetz also served as Chief Executive Offi cer of Shanghai Kinghill Ltd, a real estate subsidiary of the Thai based international conglomerate CP Group with responsibility for the operations and delivery of retail and development projects in mainland China. Prior to this, Mr Welanetz was President and Chief Executive Offi cer, Retail with JLL Americas during which he served as their Global Chair for Retail Real Estate.

Mr Welanetz holds a Bachelor of Science degree from Colorado State University. He is a former Chairman of the International Council of Shopping Centres and served on the board of the Galileo Property Trust, an Australian shopping centre investor.

Other Current Appointments

• Non Executive Director of AHC (the private holding company of AWJ Real Estate)

• Non Executive Director of Stone Mountain Industrial Property

Prior to submitting himself for election, Mr Welanetz confi rmed that he would continue to have suffi cient time to properly fulfi l his director duties for Lendlease Group. Appropriate background checks were undertaken prior to Mr Welanetz’s appointment as a director.

Board Statement in Support of Mr Robert Welanetz

The Board unanimously supports the election of Mr Welanetz. Mr Welanetz has deep industry experience in Lendlease’s core segments of Development and Investments and has worked with a diverse range of clients in the US, Australia, Asia, Europe and the Middle East. Robert’s insights and experience have been of great benefi t to Board deliberations and as a Board member, he will continue to support Lendlease in the delivery of the record global development pipeline, a signifi cant proportion of which is outside of Australia.

Lendlease Notice of Meetings 2020 7

Statement from Mr Robert Welanetz

“I was honoured to join the Lendlease Board just prior to the global pandemic and since my appointment I have been working closely with my fellow Board members to lend my experience and perspectives in our eff orts to plan and guide the Lendlease global platform through unprecedented times. My multidimensional career provides an important business background which is well aligned with core responsibilities of risk adjusted capital investment, strategic planning and business operation which are core to Lendlease.”

Recommendation

The Board (with Mr Welanetz abstaining) recommends that securityholders vote in favour of Mr Welanetz’s election.

The Chairman of the meeting intends to vote all available proxies in favour of this item.

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b) Mr Philip Coff ey (Independent Non Executive Director)

Mr Coff ey joined the Board in January 2017. He became Chairman of the Risk Committee when it was formed in March 2019 and is a member of the Audit, Nomination and People & Culture Committees.

Mr Coff ey served as the Deputy Chief Executive Offi cer (CEO) of Westpac Banking Corporation from April 2014 until his retirement in May 2017. As the Deputy CEO, Mr Coff ey had the responsibility of overseeing and supporting relationships with key stakeholders of Westpac including industry groups, regulators, customers and government. He was also responsible for the Group’s Mergers & Acquisitions function. Prior to this role, Mr Coff ey held a number of executive positions at Westpac including Chief Financial Offi cer and Group Executive, Westpac Institutional Bank. He has successfully led operations based in Australia, New Zealand, the United States, the United Kingdom and Asia and has extensive experience in fi nancial markets, funds management, balance sheet management and risk management. He began his career at the Reserve Bank of Australia and has also held executive positions at Citibank.

Mr Coff ey holds a Bachelor of Economics (Hons) from the University of Adelaide and has completed the Executive Program at Stanford University Business School. He is a graduate member of the Australian Institute of Company Directors and Senior Fellow of the Financial Services Institute of Australasia.

Listed Company Appointments (held in last 3 years)

• Non Executive Director of Macquarie Group Limited (appointed August 2018)

Other Current Appointments

• Director of the Clean Energy Finance Corporation Board

Prior to submitting himself for re-election, Mr Coff ey confi rmed that he would continue to have suffi cient time to properly fulfi l his director duties for Lendlease Group.

The Board unanimously supports the re-election of Mr Coff ey. Mr Coff ey brings to the Board broad commercial, fi nancial, risk and strategic expertise with experience gained in three of the four regions that Lendlease operates in including Australia, the United Kingdom and Asia. He has signifi cant experience in Investments, which is one of the core competencies of Lendlease’s business. Mr Coff ey has had a pivotal role in chairing the Risk Committee which was formed in 2019 following a review of the Board’s governance processes.

"Lendlease is an international property and investments group with a signifi cant development pipeline. I have over 30 years background in fi nancial markets, funds management, strategy and risk management gained across the core Lendlease geographies. This positions me well to contribute to Board decisions that optimise opportunities for Lendlease and create long term value for our securityholders."

Recommendation

The Board (with Mr Coff ey abstaining) recommends that securityholders vote in favour of Mr Coff ey’s re-election.

The Chairman of the meeting intends to vote all available proxies in favour of this item.

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c) Ms Jane Hemstritch (Independent Non Executive Director)

Ms Hemstritch joined the Board in September 2011. She is a member of the Audit, Nomination, People & Culture and Risk Committees. Following the retirement of Colin Carter, it is planned that Ms Hemstritch will chair the Nominations Committee.

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. During a 25 year career with Accenture and Andersen Consulting, Ms Hemstritch worked with clients across Australia, Asia and the US. Ms Hemstritch was Managing Director Asia Pacifi c for Accenture from 2004 until her retirement in 2007. She was a member of Accenture’s global Executive Leadership Team and oversaw the management of Accenture’s business in the Asia Pacifi c region, which spanned 12 countries and included 30,000 personnel.

Ms Hemstritch has a Bachelor of Science in Biochemistry and Physiology from the University of London and is a Fellow of the Institutes of Chartered Accountants in Australia and New Zealand, and in England and Wales. She is a Member of Chief Executive Women.

Listed Company Appointments (held in last 3 years)

• Non Executive Director of Telstra Corporation Limited (appointed August 2016, retired January 2019)

• Non Executive Director of Tabcorp Holdings Ltd (appointed November 2008, retired October 2017)

8

Notice of Meetings continued

Other Current Appointments

• President of the Board of The Walter and Eliza Hall Institute of Medical Research

Prior to submitting herself for re-election, Ms Hemstritch confi rmed that she would continue to have suffi cient time to properly fulfi l her director duties for Lendlease Group.

Board Statement in Support of Ms Jane Hemstritch

The Board unanimously supports the re-election of Ms Hemstritch. Ms Hemstritch has strong business management, strategic, information technology and change management skills gained across diverse sectors and industries. She has deep international experience, particularly in Asia, one of the core geographies of Lendlease and the Board has benefi ted greatly from her broad experience, and strategic and business expertise.

Statement from Ms Jane Hemstritch

"As a Non Executive Director of this tremendous company, I have had the privilege of visiting a number of Lendlease’s operations and projects, seeing fi rst hand the execution of the Group’s integrated business model in targeted gateway cities. I have also met with many of our talented workforce across all our geographies. I am passionate about the development of leadership capability within the company and I will carry this forward as Chair of the Nominations Committee focusing on Board renewal."

Recommendation

The Board (with Ms Hemstritch abstaining) recommends that securityholders vote in favour of Ms Hemstritch’s re-election.

The Chairman of the meeting intends to vote all available proxies in favour of this item.

Item 3 – Remuneration Report

The Company’s Remuneration Report for the fi nancial year ended 30 June 2020 is set out on pages 106 to 136 of the 2020 Annual Report and can also be found on the Company’s website at www.lendlease.com. The Remuneration Report explains how performance has been linked to reward outcomes for key management personnel (KMP) at Lendlease this year.

FY20 remuneration outcomes

For executives, the Board determined that no cash STA would be awarded in FY20 and it was more appropriate to issue an FY20 Deferred Equity Award, albeit at a reduced quantum. Half of the award is scheduled to vest in September 2021 and the balance in September 2022.

The value of the FY20 Deferred Equity Award for the Group CEO is equivalent to 35% of his STA target (23% of his STA maximum) and the value of the FY20 Deferred Equity Award for senior executives is equivalent to between 25% to 40% of STA targets (between 17% to 27% of STA maximums).

The Board determined in August 2020 that the FY20 Deferred Equity Award was the right approach given that it:

• Recognised the achievement of non fi nancial performance outcomes that support long term value creation;

• Considered the balance between motivating, recognising and rewarding executives with securityholder interests;

• Considered that securityholders received distributions of over $191 million relating to FY20 through the payment of an interim distribution in March 2020 and a distribution from Lendlease Trust in September 2020;

• Provides the Board with additional review points prior to vesting; and

• Provides a retention element given that executives will be required to wait up to two years for the award to vest. The Board is very mindful that the retention of highly capable executives is critical to our ability to deliver the pipeline into the future.

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

Recommendation

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

The Chairman intends to vote all available proxies in favour of this item.

Linking remuneration decisions and performance

In applying our Executive Reward Strategy (ERS) in this challenging year, a number of fi nancial and non fi nancial factors have been considered by the Board when determining remuneration outcomes for KMP in FY20. Key points are highlighted below.

Financial outcomes

While the business performed well during the fi rst nine months of the year, the dual impacts of COVID-19 and accounting for the costs associated with exiting the Engineering business led to an outcome where the Board determined that no Short Term Award (STA) be made to the Group CEO or senior executives in relation to fi nancial performance.

Based on the achievement of non fi nancial metrics that support long term value creation as set out in full in the Remuneration Report, the Board recognised the eff orts of KMP via a Deferred Equity Award vesting over two tranches. Given the key contributions made during the year that position the Group for success in FY21 and beyond, the Board considered that the recognition, in part, of the achievement of non fi nancial performance was fair and appropriate.

Item 4 – Approval of Allocation of Performance Rights to

the Managing Director

Securityholder approval is being sought to allocate Performance Rights to the Managing Director and Group CEO (MD) of Lendlease, Mr Stephen McCann, under Lendlease’s ERS, as a grant of Performance Rights under the Long Term Award (LTA).

Lendlease uses Performance Rights to create alignment between the MD and securityholders and to provide the MD with the full benefi ts of share ownership (such as distributions and voting rights) only when Performance Rights vest.

Why is securityholder approval being sought?

ASX Listing Rule 10.14 requires that securityholders approve awards of securities issued to Directors. As the Managing Director, Mr McCann is covered by ASX Listing Rule 10.14.1. Securityholder approval is required only if new securities are issued to a Director and not if securities are required to be purchased on market. The intention of Listing Rule 10.14 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.

Lendlease Notice of Meetings 2020 9

The Board may determine whether securities awarded will be purchased on market or issued. The Board’s current intention is to purchase all Lendlease securities required to satisfy the vesting of Performance Rights on market 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.

If securityholder approval for the grant of Performance Rights is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise the MD.

Background

The following updates have been made to our ERS over the past year:

1. Repositioning the LTA Minimum as the RSA within our ERS

In FY20, the Board determined that the LTA Minimum is better described as a Restricted Securities Award (RSA). The RSA is delivered as Rights with the value fi xed at the time of grant but which varies with the security price over the deferral period of up to six years. The RSA is not subject to the same performance hurdles as the LTA and not subject to securityholder vote at the 2020 AGM. It is however an important element of the Group’s ERS.

The key objectives of the RSA are to:

• Promote alignment with securityholders as a portion of target remuneration is delivered in Lendlease securities;

• Support long term value creation; and

• Better align reward to risk management.

This change was set out in the FY20 Remuneration Report.

2. Updates to performance hurdles for the LTA

Following the update to the Group’s strategy, the Board has reviewed the LTA performance hurdles to better align senior executive incentives with the Group’s strategic objectives. The outcomes of the Board’s review and performance hurdles for the LTA are:

• The relative Total Securityholder Return (TSR) performance hurdle remains as it provides a direct comparison of Lendlease’s performance against the companies that comprise the S&P ASX 100 Index, subject to any inclusions or exclusions determined by the Board.

• The Average Return on Equity (ROE) performance hurdle has been updated to align with the Group’s revised Portfolio Management Framework (PMF), with target long term Operating Returns on Equity for the Group of between 8% and 11%. Operating ROE replaces Statutory ROE as it better refl ects the impact management have in creating value for securityholders. The approach is consistent with prior years but refl ects the shift to the use of Operating profi t and updated target returns; and

• A new Compound Annual Growth Rate (CAGR) in Funds Under Management (FUM) performance hurdle has been introduced. One of our key strategic objectives is to increase our Investments platform globally. This will be achieved through our internal development pipeline, creating new products, using value-add strategies and through external market acquisitions. The introduction of a third performance hurdle recognises the importance of growth in FUM to achieving our strategy.

The LTA performance hurdles are equally weighted.

For each performance hurdle the values of Performance Rights at grant for threshold, target and maximum performance are shown in the graph below. Further information about each performance hurdle is shown in the LTA performance hurdles section below.

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Threshold, Target and Maximum outcomes by performance hurdle
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1,800
Maximum
1,600
1,400
1,200
Target
1,000
800
600
Threshold
400
200
0
TSR Average ROE CAGR in FUM
LTA Performance Hurdles
----- End of picture text -----

The performance period remains unchanged at three years with vested awards delivered in four equal tranches at the end of years three, four, fi ve and six (see below).

LTA Vesting Schedule

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10

Notice of Meetings continued

Long Term Award (LTA)

Objectives:

The MD’s LTA represents an annual grant of Performance Rights. Performance Rights are rights to receive a variable number of fully paid Lendlease securities (or at the discretion of the Board, cash with an equivalent value) upon vesting. Outcomes against performance hurdles will determine how many Lendlease securities will be received following vesting up to a maximum number.

The key objectives of the LTA are to:

• Reward senior executives for delivering Lendlease’s strategy and for delivering sustained long term securityholder value

• Align the interests of senior executives and securityholders

Quantum:

The face value of the target LTA is $3,200,000. Subject to securityholder approval, the MD will be granted 280,524 Performance Rights, at no cost to the MD.

Consistent with the approach taken since the introduction of the ERS, the number of Performance Rights has been determined by dividing the face value of the target LTA by the VWAP of Lendlease securities traded on the ASX over the twenty trading days prior to the release of the full year results for the year ending 30 June 2020, being $11.4075 and rounded up to the nearest whole security. The target Performance Rights are then divided into 12 equal tranches (for each of the 3 performance hurdles a tranche that may vest after year 3, 4, 5 and 6) and each tranche is rounded up to the nearest whole Performance Right being 23,377 Performance Rights per tranche and a total of 280,524 Rights (23,377 x 12).

The minimum number of Lendlease securities that may be issued in respect of the Performance Rights under the LTA is zero (0), which will occur if threshold performance is not achieved.

The maximum number of Lendlease securities that may be issued following vesting of Performance Rights under the LTA is 442,692, being:

$5,050,000[1] / 12 / 11.4075 = 12 tranches of 36,891 securities (rounded up to the nearest whole security).

The table below summarises the number of Performance Rights for below threshold, threshold, target and maximum performance.

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Performance Rights
Performance Total
Relative Operating CAGR (%)
TSR ROE in FUM
Below 0 0 0 0
Threshold
Threshold 39,452 18,704 18,704 76,860
Target 93,508 93,508 93,508 280,524
Maximum 147,564 147,564 147,564 442,692
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The number of Performance Rights can be reduced in circumstances where the Board considers that delivery of all or part of the award would result in a benefi t that is unwarranted or inappropriate.

LTA Performance Hurdles:

1) Relative TSR: One-third of the Performance Rights will be subject to Lendlease’s TSR performance compared to a comparator group of companies comprising the S&P ASX 100 Index, subject to any inclusions or exclusions determined by the Board.

The table below shows how the number of Performance Rights may convert into Lendlease securities upon vesting, based on Lendlease’s relative TSR percentile ranking at the end of the performance period.

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Lendlease’s TSR Performance Number of Lendlease
percentile ranking securities subject
at the end of the to the relative TSR
performance period performance hurdle
that may be received
Below 50th percentile Below Nil
Threshold
At 50th percentile At Threshold 39,452 securities
At or above the 51st Between Straight line vesting
percentile but below Threshold between 39,452
the 75th percentile and securities and
Maximum 147,564 securities
At or above 75th At Maximum 147,564 securities
percentile or above
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1. With the LTA Minimum repositioned as the RSA within the ERS, the face value of the maximum LTA is now $5,050,000 (previously $5,550,000).

2) Operating ROE: One-third of the Performance Rights will be subject to Lendlease’s Operating ROE performance relative to the target returns described in the Group’s revised Portfolio Management Framework.

The table below shows how the number of Performance Rights may convert into Lendlease securities upon vesting, based on Lendlease’s average Operating ROE over the performance period.

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Average Operating Performance Number of Lendlease
ROE over the securities subject to
performance period the Average Operating
ROE hurdle that may
be received
Below 8% Below Nil
Threshold
Between 8% and Between Straight line vesting
target Operating ROE Threshold between 20% of target
set by the Board and Target LTA (18,704 securities)
and 100% of target LTA
(93,508 securities)
At target set by the At Target 100% of target LTA -
Board 93,508 securities
Between target set by Between Straight line vesting
the Board and 11% Target and between 100% of the
Maximum target LTA (93,508
securities) and the
maximum LTA
(147,564 securities)
At or above 11% At Maximum 147,564 securities
or above
----- End of picture text -----

Lendlease Notice of Meetings 2020 11

The target Operating ROE to be set by the Board cannot be disclosed as it is commercially sensitive. The targets and performance outcomes against the targets will be published following the end of the performance period.

3) Growth in Funds Under Management: One-third of the Performance Rights will be subject to Lendlease’s CAGR (%) in FUM.

The table below shows how the number of Performance Rights may convert into Lendlease securities upon vesting, based on Lendlease’s average CAGR (%) in FUM over the performance period compared to the targets set by the Board.

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Lendlease’s CAGR Performance Number of Lendlease
(%) FUM target set by securities subject to
the Board over the the CAGR (%) in FUM
performance period performance hurdle
that may be received
Below CAGR for Below Nil
threshold vesting. Threshold
Between CAGR Between Straight line vesting
for threshold vesting Threshold between 20% of target
and CAGR for target and Target LTA (18,704 securities)
vesting and 100% of target LTA
(93,508 securities)
At CAGR for target At Target Target LTA vests -
vesting 93,508 securities
Between CAGR for Between Straight line vesting
target vesting and Target and between 100% of the
CAGR for maximum Maximum target LTA (93,508
vesting. securities) and the
maximum LTA (147,564
securities) vests
At CAGR for At Maximum Maximum LTA vests
maximum vesting or above (147,564 securities)
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CAGR targets are commercially sensitive and will be published following the end of the performance period.

Other key terms:

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Term Detail
Performance • Three years. The performance period
Period was chosen as the Board believes that
the timeframe appropriately refl ects a
balance between reward that motivates
executives while refl ecting the ‘long tail’
of profi tability and risk associated with
today’s decisions
Deferral • Once the award has been determined,
awards are retained and released in
four equal tranches over a further three
year period (deferred for up to 6 years
in total)
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Distributions • Distributions are not paid on the LTA,
unless and until vesting conditions
are met. Where Performance Rights
convert into Lendlease securities, the
MD will also be entitled to the value of
distributions declared on Lendlease
securities, between the grant date
and the relevant vesting date. The
Board retains the discretion to settle
this amount as additional Lendlease
securities or in cash. If the amount
is settled as additional Lendlease
securities, the number of additional
Lendlease securities will be the amount
equal to the value of distributions
declared between the grant date and
relevant vesting date divided by the
closing price of a Lendlease security on
the trading day immediately preceding
the relevant vesting date (rounded up to
the nearest whole security)
Retesting • There is no retesting of the LTA. If the
performance hurdle is not met at the
time of testing, the awards are forfeited
Malus • The Board may adjust the number of
Performance Rights downwards prior
to the date of vesting in the case of a
material misstatement of the Group’s
fi nancial accounts
Board • In addition the number of Performance
Discretion Rights can be reduced in circumstances
where the Board considers that delivery
of all or part of the award would result
in a benefi t that is unwarranted or
inappropriate
Termination of • If the executive is terminated for cause,
Employment the unvested Performance Rights lapse
• If the executive is terminated for poor
performance, the Board can adjust
unvested Performance Rights prior to
the vesting date
• For ‘good leavers’, including executives
who resign but do not engage in activities
that are competitive with the Group, the
LTA grant may remain on foot subject to
the original performance hurdle
Change of • The early vesting of Performance
Control Rights may be permitted by the Board
in other limited circumstances such as
a change in control of Lendlease. In
these circumstances the Board will
determine the timing and number of any
Performance Rights that vest
Loans • There is no loan in relation to the
Performance Rights
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Notice of Meetings continued

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Calculations • In testing the performance hurdles the
Board has absolute discretion in relation
to its calculations and may include
or exclude items, including to better
refl ect management performance or
securityholder expectations.
Amendments • The LTA can be amended by the Board,
subject to the ASX Listing Rules.
----- End of picture text -----

• The ASX Listing Rules require this Notice of Meeting to state the number and average price of securities received by the MD under the LTA. The table below sets out long term incentive awards previously made to Mr McCann under Lendlease’s Long Term Incentive Plan. The number of securities that vested is also shown.

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Amendments • The LTA can be amended by the Board, Awarded No. of Performance Securities that Vested
subject to the ASX Listing Rules. during Securities or
Performance Rights
issued (at no cost)
Additional information provided under ASX Listing FY20 256,960 On foot subject to
Rule 10.15 ongoing vesting
conditions
• The MD’s current total remuneration package is set out below:
FY19 177,904 On foot subject to
A$000s
ongoing vesting
conditions
Fixed Remuneration 2,200
Restricted Securities Award (RSA) 500 FY18 200,776 On foot subject to
ongoing vesting
STA Target 1,200 conditions
Short Term Award (STA)
STA Maximum 1,800 FY17 244,880 Part of award on
foot and subject
LTA Target 3,200 to ongoing vesting
Long Term Award (LTA) conditions
LTA Maximum 5,050
FY16 203,636 77,638
Total Target Remuneration 7,100
FY15 212,256 123,850
Total Maximum Remuneration 9,550
FY14 280,136 261,566
• It is intended that the award of Performance Rights will be
made to the MD within 1 month of the meeting, and in any FY13 171,929 163,333
event no later than 12 months after the meeting.
FY12 157,029 155,459
• No amount is required to be paid by the MD upon the
grant of these Performance Rights or to acquire Lendlease FY11 175,361 161,332
securities at vesting.
FY10 249,070 188,048
• No loan will be provided to the MD in relation to the LTA.
FY09 180,370 117,848
• Details of any Performance Rights issued under the LTA will
be published in the Company’s Annual Report relating to the FY08 59,717 0
period in which they were issued, along with a statement
FY07 65,621 0
that approval for the issue was obtained under ASX Listing
Rule 10.14.
FY06 102,033 0
• Other than the MD, no director (or associate of a director)
TOTAL 2,737,678 1,249,074
is currently entitled to participate in the Group’s LTA
----- End of picture text -----

• Other than the MD, no director (or associate of a director) is currently entitled to participate in the Group’s LTA arrangements.

Recommendation

• Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the LTA after this resolution is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule.

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

The Chairman intends to vote all available proxies in favour of this item.

Lendlease Notice of Meetings 2020 13

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Level 14, Tower Three International Towers Sydney Exchange Place 300 Barangaroo Avenue Barangaroo NSW 2000

www.lendlease.com

@lendlease

@lendleasegroup

@lendlease