Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

LENDLEASE GROUP AGM Information 2023

Oct 17, 2023

65243_rns_2023-10-17_809d3868-b571-45a3-b164-0d9dbb0e8f4c.pdf

AGM Information

Open in viewer

Opens in your device viewer

==> picture [596 x 114] intentionally omitted <==

18 October 2023

Lendlease Group Notice of Meeting

Lendlease Group’s Annual General Meeting of shareholders of Lendlease Corporation Limited and General Meeting of unitholders of Lendlease Trust (together Lendlease Group) will be held on Friday 17 November 2023 commencing at 10:00am (AEDT).

Securityholders are provided with various alternatives to participate in this meeting. Details are provided in the attached Notice of Meeting and Chairman’s Letter to Securityholders. A sample Proxy Form is also attached.

For securityholders who have elected to receive a hard copy of the Notice of Meeting, mailing will commence today. These documents will also be emailed today to securityholders who have elected to receive electronic communications.

The Chairman, Michael Ullmer AO, has recorded a video message for securityholders which can be accessed at the Lendlease Group website: www.lendlease.com.

ENDS

FOR FURTHER INFORMATION, PLEASE CONTACT:

Investors: Media: Michael Vercoe Stephen Ellaway Head of Investor Relations Executive General Manager, Corporate Affairs Mob: +61 488 245 205 Mob: +61 417 851 287

Authorised for lodgement by the Lendlease Group Board

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

Level 14, Tower Three, International Towers Sydney, Exchange Place, 300 Barangaroo Ave, Barangaroo NSW Australia Telephone +61 2 9236 6111 | Facsimile +61 2 9252 2192 | www.lendlease.com

Lendlease Group Notice of Meeting

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

17 November 2023

==> picture [194 x 172] intentionally omitted <==

2

2023 Notice of Meeting

Annual General Meeting of Lendlease Corporation Limited and Meeting of Unit Holders of Lendlease Trust (‘AGM’ or ‘meeting’)

The Annual General Meeting of shareholders of Lendlease Corporation Limited (the Company ) will be held in conjunction with a general meeting of unit holders of Lendlease Trust (the Trust ) (together, Lendlease Group ) commencing at 10:00am (AEDT) on Friday 17 November 2023.

The AGM will be held as a hybrid meeting, providing securityholders with the option to attend and participate in the meeting online at https://meetnow.global/LLC2023 or in person at Fitzroy Ballroom, Sofitel Hotel, 25 Collins Street, Melbourne Victoria 3000.

Attending the meeting in person

Venue

The meeting will be held in person at Fitzroy Ballroom, Sofitel Hotel, 25 Collins Street, Melbourne Victoria 3000.

Registration

Securityholders can register at the meeting from 9.00am. If you have a smartphone please bring it with you to use the online voting platform during the meeting. If you do not have smartphone, other options will be available.

Attending the meeting online

Login

Securityholders can watch and participate in the AGM virtually via the online platform by visiting https://meetnow.global/LLC2023

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

To login to the AGM online you will need

  • Your SRN/HIN

  • Your postcode registered on your holding if you are an Australian securityholder. Overseas securityholders should refer to the user guide. If you are an overseas securityholder select the country from the drop down menu.

Voting online

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

Ask a question online

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

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.

How to participate by teleconference

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 Computershare Meeting Platform.

Lendlease Notice of Meeting 2023 3

Items of Business

Financial Reports

VOTING EXCLUSION STATEMENTS

Item 3 – Remuneration Report resolution

The Company will disregard any votes cast on item 3:

  1. To consider and receive the Lendlease Group Financial Statements, the Directors’ Report, and the Independent Auditor’s Report within the Lendlease Group Annual Report for the year ended 30 June 2023.

No resolution is required for this item of business.

Election and Re-election of Directors

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

  2. a) That Ann Soo Chan (Margaret Lui) 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 Barbara Knoflach 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.

  4. c) That Philip Coffey 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.

  5. d) That Elizabeth Proust 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.

  6. e) That Robert Welanetz 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 fit, pass the following resolution as an ordinary resolution of the Company:

  2. That the Company’s Remuneration Report for the year ended 30 June 2023 be adopted.

In accordance with section 250R of the Corporations Act 2001 (Cth) ( Corporations Act ) the vote on item 3 will be advisory only and will not bind the Directors or the Company.

Approval of Allocation of Performance Rights to the Managing Director

  1. To consider and, if thought fit, 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, Anthony Lombardo, on the terms and conditions described in the Explanatory Notes accompanying the Notice of Meeting.

  • a) in any capacity by or on behalf of a member of the Company’s key management personnel named in the Remuneration Report for the year ended 30 June 2023 ( KMP ) or their closely related parties (such as close family members and any companies the person controls); and

  • b) as a proxy by a member of the Company’s 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 for a person entitled to vote on item 3:

  • in accordance with a direction on the Proxy Form to vote in that way; 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.

This means that Lendlease KMP and their closely related parties (other than the Chairman of the meeting) cannot vote on this resolution. This includes where they are acting as a proxy for another shareholder, unless they are directed how to vote by an eligible shareholder that appointed them as proxy. The Chairman of the meeting can vote as a proxy on this resolution where authorised by a valid Proxy Form.

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

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

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

  • b) as a proxy by a member of the Company’s 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 of the meeting decides; or

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

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

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

4

Notice of Meeting continued

This means that Anthony Lombardo and his associates cannot cast a vote in favour of this resolution. A member of the Lendlease KMP (including Anthony Lombardo) or their closely related parties (other than the Chairman of the meeting) also cannot act as proxy and vote on behalf of another shareholder, unless they are directed how to vote by an eligible shareholder that appointed them as proxy. A person acting in certain legal capacities, such as a trustee, can vote on this resolution if they are following a voting direction. The Chairman of the meeting can also vote as a proxy on this resolution where authorised by a valid Proxy Form.

Other information

The items of business should be read in conjunction with the Voting Information and Explanatory Notes on pages 5 to 14, which form part of this Notice of Meeting.

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

Wendy Lee Company Secretary 18 October 2023

Lendlease Notice of Meeting 2023 5

VOTING INFORMATION

Eligibility to Vote

For the purposes of determining entitlement to attend and vote at the meeting, Lendlease securities will be taken to be held by those registered as holders at 7.00pm (AEDT) on Wednesday, 15 November 2023. 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 set out in the Notices of Meeting will be by poll.

You may vote in one of the following ways:

  • By lodging a proxy in advance of the meeting at www.investorvote.com.au (or by one of the other methods outlined below) by 10.00am (AEDT) Wednesday, 15 November 2023; or

  • By voting online in real-time during the meeting, using the Computershare Meeting Platform at https://meetnow.global/LLC2023; or

  • By voting in person at the meeting.

Proxies

A securityholder who is entitled to vote on an item of business may appoint a proxy to attend and vote at the meeting.

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 specified proportion of the securityholder’s voting rights. If no proportion is specified, each proxy may exercise half of the securityholder’s voting rights.

A proxy need not be a securityholder of Lendlease Group.

A securityholder may direct the proxy how to vote in respect of each resolution. 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 of the meeting, the KMP (which includes each of the Directors of the Company) and their closely related parties will not be able to vote your proxy on item 3 (Remuneration Report) or 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 of the Company), 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 on the Proxy Form (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 or 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.

Chairman of the Meeting’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, 15 November 2023.

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 fax 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 24 hours before the start of the meeting to obtain details of login details for the online platform.

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. Unless previously received, the authority must be sent to Lendlease Group’s share registry, Computershare Investor Services Pty Limited and be received by 10.00am (AEDT) on Wednesday, 15 November 2023. Alternatively, if attending in person, the representative may bring a hard copy of the authority to the meeting and provide it to Computershare.

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 fax 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.

A securityholder entitled to attend and cast at least two votes may appoint not more than two attorneys.

6

Notice of Meeting continued

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 certified copy of the powers of attorney, must be sent to Lendlease Group’s share registry, Computershare Investor Services Pty Limited, and be received by 10.00am (AEDT) on Wednesday, 15 November 2023.

If questions are received that are of a similar nature, they may be collated, and during the meeting the Chairman of the meeting will seek to address as many of the more frequently raised topics as possible having regard to available time.

Please note that individual answers will not be sent to securityholders.

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 fax to Computershare Investor Services Pty Limited on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

Alternative arrangements

Securityholders should monitor Lendlease’s website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the meeting.

Technical difficulties

As the meeting will be a hybrid meeting, technical difficulties may arise during the AGM. The Chairman of the meeting has discretion as to whether and how the meeting should proceed if a technical difficulty arises. In exercising their discretion, the Chairman of the meeting will have regard to the number of securityholders impacted and the extent to which participation in the business of the meeting is affected. Where considered appropriate, the Chairman of the meeting 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 by the deadline set out above, even if they plan to attend the meeting online.

If it becomes necessary to make further alternative arrangements for holding or conducting 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 online through www.investorvote.com.au.

Questions submitted in advance through www.investorvote.com.au must be received by Friday, 10 November 2023. If you do not submit questions prior to the meeting, you can ask your question verbally on the telephone line, in writing online during the meeting or in person if you attend the physical meeting.

Questions should relate to matters that are relevant to the business of the meeting, as outlined in the Notice of Meeting and the attached Explanatory Notes. Questions submitted in advance of the meeting for 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 2023.

Lendlease Notice of Meeting 2023 7

EXPLANATORY NOTES TO THE NOTICE OF MEETING

The information below is an explanation of the business to be considered at the 2023 meeting.

Item 1 – Financial Reports

As required by section 317 of the Corporations Act, the Directors’ Report, Independent Auditor’s Report and the Financial Statements for the year ended 30 June 2023 (together, the Annual Financial Report), will be laid before the meeting. There is no requirement for a formal resolution on this item.

Securityholders as a whole will be given a reasonable opportunity to ask questions about or make comments on the Annual Financial Report and on the management of the Company. Securityholders will also be given a reasonable 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 financial reports and the independence of the auditor in relation to the conduct of the audit.

A copy of the Annual Report, which includes the Annual Financial Report, is available on the Lendlease website at www.lendlease.com.

Item 2 – Election and Re-election of Directors

Ann Soo Chan (Margaret Lui) and Barbara Knoflach were appointed to the Lendlease Group Board in December 2022 and October 2023 respectively, and are standing for election as Directors for the first time at this meeting. Prior to Margaret and Barbara joining the Board, appropriate checks were conducted into their backgrounds and experience.

Philip Coffey and Robert Welanetz were last re-elected by securityholders at the 2020 AGM and Elizabeth Proust was last re-elected by securityholders at the 2021 AGM.

==> picture [71 x 72] intentionally omitted <==

a) Election of Ann Soo Chan (Margaret Lui) (Independent Non Executive Director)

Margaret Lui joined the Board in December 2022. Margaret is a member of the Nomination, People & Culture, Risk and Sustainability Committees.

Skills and Experience

Margaret is based in Singapore and is currently the Chief Executive Officer and Executive Director of Azalea Asset Management, which she helped to found in 2015. At Azalea, Margaret leads an experienced team of investment managers, overseeing a portfolio valued at US$10 billion.

Margaret was previously a member of the investment team at Temasek Holdings and involved in direct investments across a variety of sectors including transportation, industrial, real estate investments, and major redevelopment projects in Asia. She has a track record in restructuring, transforming and creating new businesses and led the startup of several business joint ventures including the creation of Cityspring Infrastructure, the first infrastructure business trust listed on the Singapore Exchange. As a senior executive at Temasek, Margaret was a director of numerous subsidiaries and JV entities and listed companies including Sembcorp Industries, a leading energy and urban development company.

Margaret holds a Bachelor of Accountancy from The National University of Singapore and has attended the Advanced Management Development Program at the Wharton School, University of Pennsylvania.

Listed Company Appointments (held in last 3 years)

  • Nil

The Board considers that all Non Executive Directors seeking election or re-election at the AGM make valuable contributions and are unanimously supported in their election or re-election (with each relevant Director abstaining in relation to their own election or re-election). The Board believes that its current composition reflects the focus on an Investments-led strategy, whilst balancing other skills required to effectively govern and manage risk at Lendlease. The Board has also been focused on appointing a Director in each of the regions where Lendlease operates as the geographic connection provides both important insight for the Board and support for our local regional teams. With the appointments of Margaret, Barbara and Robert, in addition to our Directors based in Australia, there is now at least one Director based in each of our operating regions.

All Non Executive Directors standing for election or re-election are considered by the Board 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 judgment.

Other Current Appointments

  • Chairman of Marine Services Supervisory Committee of PSA International

  • Board of Trustees and the Investment and Finance Committees of the Singapore Institute of Technology

  • Member of the Singapore Exchange’s Listing Advisory Committee

Prior to submitting herself for election, Margaret Lui confirmed that she would have sufficient time to properly fulfil her duties as a Director of Lendlease Group.

Board Statement in Support of Margaret Lui

The Board (with Margaret Lui abstaining) unanimously supports the election of Margaret Lui. Margaret is an outstanding addition to the Board and has extensive investment management and international business experience gained including in Lendlease’s core sectors, which has brought new perspectives to discussion around the Board table.

8

Notice of Meeting continued

Margaret Lui Statement

“I have significant experience in Investments with a key focus in funds management. I will continue to bring my deep experience to board discussions as Lendlease continues our strategy of converting projects in our global gateway cities and the establishment of new investment partnerships that are expected to contribute to the acceleration in development activity, and grow our funds under management.”

Recommendation

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

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

==> picture [72 x 73] intentionally omitted <==

b) Election of Barbara Knoflach (Independent Non Executive Director)

Barbara Knoflach joined the Board in October 2023. Barbara is a member of the Nomination and Risk Committees.

Skills and Experience

Barbara Knoflach is based in Frankfurt and has significant real estate, asset management, investment management, strategy and finance experience gained over an international career spanning 35 years.

Barbara was Deputy Chief Executive and Global Head of Investment Management of BNP Paribas Real Estate between 2015 to 2019. Prior to that, she held the role of CEO SEB Asset Management and Managing Director of SEB Investment, one of the Nordic region’s leading asset management companies. Barbara is a founder or co-founder of several sustainable, innovative, forward-thinking platforms focusing on real estate and art.

Barbara holds an Economics degree from the University of Applied Sciences in Mainz. Barbara is a Fellow of the Royal Institution of Chartered Surveyors and serves in numerous associations and organisations in the real estate industry including as a trustee member of ULI (Urban Land Institute).

Listed Company Appointments (held in last 3 years)

  • Nil

Other Current Appointments

  • Chair of CTP NV Amsterdam

  • Deputy Chair of the Supervisory Board of Aareal Bank AG

  • Director of Swiss Prime Site

Prior to submitting herself for election, Barbara Knoflach confirmed that she would have sufficient time to properly fulfil her duties as a Director of Lendlease Group.

Board Statement in Support of Barbara Knoflach

The Board (with Barbara Knoflach abstaining) unanimously supports the election of Barbara Knoflach. Barbara is one of Europe’s leading real estate professionals and brings both deep executive experience and relevant sector insights to the Lendlease Board and the broader group. Barbara’s international perspectives on real estate investment management complements and strengthens the existing skills on the Board.

Barbara Knoflach Statement

“With the insights gained over an international career spanning 35 years in real estate, asset management and investment management I am more and more passionate about finding innovative and sustainable strategies in the real estate industry and have founded or co-founded a number of entities in this area, which is aligned with Lendlease’s leading sustainability initiatives.”

Recommendation

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

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

==> picture [73 x 73] intentionally omitted <==

c) Re-election of Philip Coffey (Independent Non Executive Director)

Mr Coffey 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 Nomination and Sustainability Committees.

Skills, Experience and Qualifications

Philip Coffey served as the Deputy Chief Executive Officer (CEO) of Westpac Banking Corporation from April 2014 until his retirement in May 2017. As the Deputy CEO, Philip 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, Philip held a number of executive positions at Westpac, including Chief Financial Officer 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 financial 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.

Philip 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)

Lendlease Notice of Meeting 2023 9

Other Current Appointments

  • Director of Goodstart Early Learning

Prior to submitting himself for re-election, Philip Coffey confirmed that he would continue to have sufficient time to properly fulfil his Director duties for Lendlease Group.

Board Statement in Support of Philip Coffey

The Board (with Philip Coffey abstaining) unanimously supports the re-election of Philip Coffey. Philip brings to the Board broad commercial, financial, risk and strategic expertise with experience gained in all the regions that Lendlease operates. Philip also has significant experience in Investments, which is one of the core competencies of Lendlease’s business. Philip has a key role in chairing the Risk Committee.

Statement from Philip Coffey

"In my time on the Board I have looked to bring my commercial, risk and business management experiences to assist Board deliberations and decision making. Over recent years the economies and markets where we operate have been highly uncertain and volatile. In those circumstances my background in managing investments activities and financial and capital markets provides important business knowledge to support our Company’s endeavours.”

Recommendation

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

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

==> picture [72 x 72] intentionally omitted <==

d) Re-election of Elizabeth Proust (Independent Non Executive Director)

Elizabeth Proust joined the Board in February 2018. She is Chairman of the People & Culture Committee and a member of the Nomination, Risk and Sustainability Committees.

Skills, Experience and Qualifications

Elizabeth Proust is one of Australia’s leading business figures and has had a diverse career holding leadership roles in the public and private sectors for over 30 years.

Elizabeth spent eight years at ANZ Group including four years as Managing Director of Esanda, Managing Director of Metrobanking and Group General Manager, Human Resources, Corporate Affairs and Management Services. Before joining ANZ, Elizabeth was Secretary (CEO) of the Department of Premier and Cabinet (Victoria) and Chief Executive of the City of Melbourne.

Elizabeth has extensive board experience on listed and private companies, subsidiaries and joint ventures, as well as government and not for profit boards. She was made an Officer of the Order of Australia in 2010 for distinguished service to public administration and to business, through leadership roles in government and private enterprise, as a mentor to women, and to the community through contributions to arts, charitable and educational bodies.

Elizabeth holds a Bachelor of Arts (Hons) from La Trobe University and a Bachelor of Laws from the University of Melbourne. She is a Fellow of the Institute of Company Directors and was the Chairman of the Australian Institute of Company Directors between 2015 and 2018.

Listed Company Directorships (held within the last three years)

  • Lead Independent Director of GQG Partners (appointed October 2021)

Other Current Appointments

  • Chairman of Cuscal Limited

  • Member of the Fujitsu Advisory Board

Prior to submitting herself for re-election, Elizabeth Proust confirmed that she would continue to have sufficient time to properly fulfil her Director duties for Lendlease Group.

Board Statement in Support of Elizabeth Proust

The Board (with Elizabeth Proust abstaining) unanimously supports the re-election of Elizabeth Proust. Elizabeth Proust has significant business management skills gained in the private and public sectors and has strong knowledge of Investments, one of the core Lendlease segments. Elizabeth managed the global human resources function for ANZ Banking Group when it was located in over 40 countries and spent time in London (one of the core geographies for Lendlease) for BP International where she managed the Government and Public Affairs function. The Board has benefited greatly from her broad business and governance experience.

Statement from Elizabeth Proust

“As a Non Executive Director of this tremendous organisation and Chair of the People & Culture Committee, I am passionate about the development of our talented workforce across all our geographies and have continued to oversight these programs. In conjunction with my Board colleagues, we have spent significant time making changes to the Group’s remuneration framework to ensure that it supports the strategy and future success of Lendlease, and aligns with securityholder outcomes.”

Recommendation

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

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

==> picture [73 x 71] intentionally omitted <==

e) Re-election of Robert Welanetz (Independent Non Executive Director)

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

Skills, Experience and Qualifications

Robert Welanetz is based in the US and has significant executive, advisory, strategic and operational experience in the property, investment, development and construction sectors, gained over an international career spanning over 40 years.

10

Notice of Meeting continued

Robert has direct project experience in 47 countries over the course of his executive career. Until 2018, Robert served as Chief Executive Officer 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. Prior to MAF, Robert 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. Robert also served as Chief Executive Officer 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, Robert was President and Chief Executive Officer, Retail with JLL Americas during which he served as their Global Chair for Retail Real Estate.

Robert 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.

Listed Company Appointments (held in last 3 years)

  • Nil

Other Current Appointments

  • Non Executive Director Qiddiya Coast (a PIF backed Saudi giga project)

  • Non Executive Director of Stone Mountain Industrial Property Company

Prior to submitting himself for election, Robert Welanetz confirmed that he would continue to have sufficient time to properly fulfil his Director duties for Lendlease Group.

Item 3 – Remuneration Report

The Company’s Remuneration Report for the financial year ended 30 June 2023 is set out on pages 72 to 97 of the 2023 Annual Report, which is available on the Company’s website at www.lendlease.com. The report provides an overview of Lendlease’s executive remuneration framework and explains the relationship between performance and reward outcomes for Key Management Personnel ( KMP ) in the reporting year.

The Board undertakes an annual review of the remuneration framework and a set of relevant performance measures to ensure alignment of reward to Group Strategy and sustainable securityholder value creation. In the year ended 30 June 2023, there were no changes implemented to the Lendlease executive remuneration framework

Looking ahead to FY24, the Board has introduced refinements to the current Short-Term Award ( STA ) and Long-Term Award ( LTA ) to place a greater focus on delivering financial performance. These include:

  • Increasing the STA financial KPI weighting from 65% to 70% and reducing the non-financial KPI weighting from 35% to 30%.

  • Replacing the LTA growth in funds under management ( FUM ) with Investments Return on Invested Capital ( IM ROIC ) as an equally weighted performance measure to help drive a disciplined FUM growth profile and deliver acceptable financial returns.

Recommendation

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

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

Board Statement in Support of Robert Welanetz

The Board (with Robert Welanetz abstaining) unanimously supports the election of Robert Welanetz. Robert has deep industry experience in Lendlease’s core segments of Development, Investments and Construction 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 benefit to Board deliberations and as a Board member, he has continued to support Lendlease in the delivery of the record global development pipeline, a significant proportion of which is outside of Australia.

Statement from Robert Welanetz

“Since my appointment in 2020, I have been working closely with my fellow Board members to lend my experience and perspectives in our efforts 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 Robert Welanetz abstaining) recommends that securityholders vote in favour of Robert’s election.

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

Lendlease Notice of Meeting 2023 11

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

Securityholder approval is being sought to allocate Performance Rights as a Long-Term Award ( LTA ) to the Managing Director and Global CEO ( MD ) of Lendlease Group, Anthony Lombardo, under Lendlease’s executive remuneration framework.

Lendlease Group uses Performance Rights to create alignment between the MD and securityholders and to provide the MD with the full benefits of ownership of securities (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. The MD, Anthony Lombardo is covered by ASX Listing Rule 10.14.1. The intention of ASX 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.

The Board may determine whether securities awarded on vesting 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 is obtained, it is intended that the Performance Rights will be issued to Anthony Lombardo under the LTA. 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.

For the 2024 LTA, the threshold for the Core Operating ROE hurdle is below the Portfolio Management Framework ( PMF ) range of 8-10%. However, no vesting will occur on this measure until Core Operating ROE exceeds the current cost of equity.

Core Operating ROE and IM ROIC targets are set within the ranges established in the Group's PMF. The specific targets are considered commercially sensitive and will be published following the end of the performance period consistent with practice in prior years.

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

Objectives of the LTA

The MD’s LTA represents an annual grant of Performance Rights. Each Performance Right is a right to receive a fully paid Lendlease Group security (or at the discretion of the Board, cash with an equivalent value) upon vesting. No amount is payable on vesting of the Performance Rights if the performance hurdles are met. The respective outcome following testing against the performance hurdles will determine how many Performance Rights vest.

The key objectives of the LTA are to:

  • Reward senior executives for delivering Lendlease’s Group Strategy and for delivering sustained long term securityholder value;

  • Encourage retention with vesting periods that are long dated, reflecting the long cycle nature of our business; and

  • Align the interests of senior executives and securityholders.

Summary of the LTA for FY24

The 2024 LTA will be subject to three equally weighted performance hurdles comprising of Relative Total Securityholder Return ( TSR ), Core Operating Return on Equity ( ROE ) and Investments Return on Invested Capital ( IM ROIC ). IM ROIC has been introduced into the LTA metric assessment as of FY24, replacing compound annual growth rate ( CAGR ) % in funds under management ( FUM ). IM ROIC is a long-term measure that reflects the segment’s capital-intensive nature and will incentivise growth in investment earnings that meet appropriate return hurdles, which further aligns with the securityholder experience and a greater mix of stable recurring earnings.

LTA vesting schedule

==> picture [524 x 88] intentionally omitted <==

12

Notice of Meeting continued

Quantum:

The face value of the Maximum LTA is $3,200,000 (equivalent to 178% of Fixed Remuneration). Subject to securityholder approval, the MD will be granted 384,744 Performance Rights, at no cost to the MD.

The number of Performance Rights proposed to be granted has been determined by dividing the face value of the Maximum LTA by the volume weighted average price ( 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 2023, being $8.3174 and rounded up to the nearest whole security.[1]

The total Performance Rights are divided into three components, each subject to a separate performance hurdle, as follows:

Maximum number of Performance Rights Maximum number of Performance Rights Maximum number of Performance Rights **Total1 **
Relative TSR Core
Operating ROE

IM RIOC
128,248 128,248 128,248 384,744

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

The number of Performance Rights that vest can be reduced in circumstances where the Board considers that delivery of all or part of the award would result in a benefit that is unwarranted or inappropriate.

LTA Performance Hurdles:

1) Relative TSR: One-third of the Performance Rights will be determined by Lendlease’s TSR performance compared to a comparator group of companies comprising the S&P ASX 100 Index at the beginning of the performance period, 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 three-year performance period.

Relative TSR percentile ranking % Maximum LTA vesting for against comparator group the relative TSR component

2) Core Operating ROE: One-third of the Performance Rights will be determined by Lendlease’s Core Operating ROE performance.

The table shows how the number of Performance Rights may convert into Lendlease securities upon vesting, based on Lendlease’s average annual Core Operating ROE over the three-year performance period compared to the hurdles set by the Board.

the Board.
3 Year Average Annual
Core Operating ROE
% Maximum LTA vesting for
the Core Operating ROE
component
Below threshold Nil
At Core Operating ROE for
threshold vesting
0%
Between Core Operating
ROE for threshold vesting
and Core Operating ROE for
maximum vesting
Straight line vesting between
0% and 100%2
At or above Core Operating
ROE for maximum vesting
100% (128,248 securities)

3) Investments ROIC: One-third of the Performance Rights will be determined by Lendlease’s IM ROIC.

The table below shows how the number of Performance Rights may convert into Lendlease securities upon vesting, based on Lendlease’s average IM ROIC over the three-year performance period compared to the hurdles set by the Board.

IM ROIC % Maximum LTA vesting for
the IM ROIC component
Below threshold Nil
At IM ROIC for threshold
vesting
0%
Between IM ROIC for
threshold vesting and IM
ROIC for maximum vesting
Straight line vesting between
0% and 100%
At or above IM ROIC for
maximum vesting
100% (128,248 securities)
three-year performance period.
Relative TSR percentile ranking
against comparator group

% Maximum LTA vesting for
the relative TSR component
Below the 50th Nil
At the 50th 40% (51,300 securities)
Between 50th and 75th Straight line vesting between
40% and 100%
75th or greater 100% (128,248 securities)

1 The maximum Performance Rights are divided into 12 equal tranches (for each of the three performance hurdles, a tranche that may vest after years 3,4,5 and 6) and each tranche is rounded up to the nearest whole Performance Right being 32,062 Performance Rights per tranche and a total of 384,744 Rights (32,062 x 12).

2 Subject to 3 Year Average Annual Core Operating ROE being above a floor determined by the Board.

Lendlease Notice of Meeting 2023 13

Other key terms:
Term
Detail
Grant Date
• If securityholder approval is obtained,
it is intended that the award of
Performance Rights will be made to the
MD within 1 month of the meeting, and
in any event no later than 12 months
after the meeting
Performance
Period
• Three years from 1 July 2023 to
30 June 2026
Deferral
• Released in four equal tranches at the
end of years 3, 4, 5 and 6
• The timeframe refects a balance
between reward that motivates
Executives while refecting the ‘long tail’
of proftability and risk associated with
‘today’s decisions’
Distributions
and voting
entitlements
• Distributions are not paid on the LTA,
unless and until vesting conditions are
met. Where Performance Rights convert
into Lendlease securities, the MD will
be entitled to the value of distributions
paid 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 paid
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).
• Before vesting, Performance Rights do
not carry any voting entitlements.
Retesting
• No retesting.
• Any Performance Rights that do not vest
following testing will lapse immediately.
Board
Discretion
and Malus
• The number of Performance Rights can
be reduced in circumstances where the
Board considers that delivery of all or
part of the LTA would result in a beneft
that is unwarranted or inappropriate,
including in the case of:
- employment being terminated for
reasons other than death or total
and permanent disability, taking into
account the fnancial performance of
the Lendlease Group and with regard
to the performance of the MD’s duties
prior to termination;
Other key terms:
Term
Detail
Grant Date
• If securityholder approval is obtained,
it is intended that the award of
Performance Rights will be made to the
MD within 1 month of the meeting, and
in any event no later than 12 months
after the meeting
Performance
Period
• Three years from 1 July 2023 to
30 June 2026
Deferral
• Released in four equal tranches at the
end of years 3, 4, 5 and 6
• The timeframe refects a balance
between reward that motivates
Executives while refecting the ‘long tail’
of proftability and risk associated with
‘today’s decisions’
Distributions
and voting
entitlements
• Distributions are not paid on the LTA,
unless and until vesting conditions are
met. Where Performance Rights convert
into Lendlease securities, the MD will
be entitled to the value of distributions
paid 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 paid
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).
• Before vesting, Performance Rights do
not carry any voting entitlements.
Retesting
• No retesting.
• Any Performance Rights that do not vest
following testing will lapse immediately.
Board
Discretion
and Malus
• The number of Performance Rights can
be reduced in circumstances where the
Board considers that delivery of all or
part of the LTA would result in a beneft
that is unwarranted or inappropriate,
including in the case of:
- employment being terminated for
reasons other than death or total
and permanent disability, taking into
account the fnancial performance of
the Lendlease Group and with regard
to the performance of the MD’s duties
prior to termination;
Term Detail
Term Detail
Grant Date • If securityholder approval is obtained,
it is intended that the award of
Performance Rights will be made to the
MD within 1 month of the meeting, and
in any event no later than 12 months
after the meeting
- a breach of any obligation to
Lendlease Group;
- the Board reasonably determining that
the MD has disparaged or brought
into disrepute any Lendlease Group
company or any of its ofcers or
employees in the period before or after
the cessation of his employment; or
- a material misstatement of Lendlease
Group’s fnancial accounts.
• The Board may delay vesting of any
unvested Performance Rights in the
event that it is reviewing whether to
exercise the above discretion.
Performance
Period
• Three years from 1 July 2023 to
30 June 2026
Deferral • Released in four equal tranches at the
end of years 3, 4, 5 and 6
• The timeframe refects a balance
between reward that motivates
Executives while refecting the ‘long tail’
of proftability and risk associated with
‘today’s decisions’
Termination of
Employment
• Treatment of unvested LTA Performance
Rights depends on the reason for
termination. Unless the Board determines
otherwise:
- Terminated for cause: All Performance
Rights lapse.
- Terminated for poor performance:
Board discretion.
- Resignation: All Performance Rights
lapse.
- All other circumstances: Awards
remain on foot on a pro rata basis
subject to the original vesting
conditions.
Distributions
and voting
entitlements
• Distributions are not paid on the LTA,
unless and until vesting conditions are
met. Where Performance Rights convert
into Lendlease securities, the MD will
be entitled to the value of distributions
paid 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 paid
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).
• Before vesting, Performance Rights do
not carry any voting entitlements.
Change of
Control
• The early vesting of Performance
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.
Retesting • No retesting.
• Any Performance Rights that do not vest
following testing will lapse immediately.
Loans • There is no loan in relation to the
Performance Rights.
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
refect management performance or
securityholder expectations.
Board
Discretion
and Malus
• The number of Performance Rights can
be reduced in circumstances where the
Board considers that delivery of all or
part of the LTA would result in a beneft
that is unwarranted or inappropriate,
including in the case of:
- employment being terminated for
reasons other than death or total
and permanent disability, taking into
account the fnancial performance of
the Lendlease Group and with regard
to the performance of the MD’s duties
prior to termination;
Amendments • The LTA can be amended by the Board,
subject to the ASX Listing Rules.

14

Notice of Meeting continued

Additional information provided under ASX Listing Rule 10.15

  • The MD’s current total remuneration package is set out below:
A$000s
Fixed Remuneration (including superannuation) 1,800
STA Target 1,800
Maximum 2,500
LTA Target 1,800
Maximum 3,200
Total Target Remuneration 5,400
Total Maximum Remuneration 7,500
  • Details of any Performance Rights issued under the LTA will be published in the Lendlease Group’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

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

  • 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 securityholder approval is obtained under that rule.

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

Lendlease Notice of Meeting 2023 15

Awarded LTI / LTA Awards LTA Minimum / Restricted Securities Award1 LTA Minimum / Restricted Securities Award1
No. of Performance
Securities or
Performance Rights
issued (at no cost)
No. of securities
that vested
(at no cost)
% of securities that
vested
No. of Rights
issued (at no cost)
No. of securities
that reached end of
deferral period
FY23 – Sept 22 314,928 Not yet tested Not yet tested n/a n/a
FY22 – Sept 21 265,416 Not yet tested Not yet tested n/a n/a
FY21 – Sept 20 101,5562 0 0.0% 43,832 43,8323
FY20 – Sept 19 76,392 0 0.0% 34,728 34,7284
FY19 – Sept 18 52,888 0 0.0% 24,048 24,0485
FY18 – Sept 17 48,068 0 0.0% n/a n/a
FY17 – Sept 16 53,236 3,090 5.8% n/a n/a
FY16 – Sept 15 47,358 18,057 38.1% n/a n/a
FY15 – Sept 14 42,452 24,771 58.4% n/a n/a
FY14 – Sept 13 51,978 48,533 93.4% n/a n/a
FY13 – Sept 12 38,431 36,510 95.0% n/a n/a
FY12 – Sept 11 33,615 33,279 99.0% n/a n/a
FY11 – Sept 10 36,978 34,020 92.0% n/a n/a
FY10 – Sept 09 46,702 35,261 75.5% n/a n/a
FY09 – Sept 08 27,070 17,687 65.3% n/a n/a
FY08 – Sept 07 12,652 0 0.0% n/a n/a
TOTAL 1,249,720 251,208 20.10% 102,608 102,608

Recommendation

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

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

  • 1 The LTA Minimum / Restricted Securities Award was introduced in FY19 and removed from the Executive Reward Strategy from 1 July 2021. Securities issued under prior LTA Minimum / Restricted Securities Awards are released in four equal tranches after the three-year deferral period.

2 Includes the 2021 LTA (96,432 securities) and 2021 LTA prorata CEO award (5,124 securities)

3 25 per cent of this award was released in September 2023, and the remaining 75 per cent will be released in three equal tranches in September 2024, September 2025 and September 2026.

  • 4 25 per cent of this award was released in each of September 2022 and September 2023, and the remaining 50 per cent will be released in two equal tranches in September 2024 and September 2025.

5 75 per cent of this award was released in three equal tranches in September 2021, September 2023 and September 2023, and the remaining 25 per cent will be released in September 2024.

16

Level 14, Tower Three International Towers Sydney Exchange Place 300 Barangaroo Avenue Barangaroo NSW 2000 www.lendlease.com

@lendlease @lendleasegroup @lendlease

==> picture [80 x 49] intentionally omitted <==

==> picture [207 x 293] intentionally omitted <==

18 October 2023

Dear Securityholder

On behalf of the Lendlease Group Board, it is my pleasure to invite you to attend the 2023 Annual General Meeting of Lendlease Corporation Limited (the Company) and Meeting of Unitholders of Lendlease Trust (AGM).

The AGM is an important part of our approach to governance and is the primary opportunity for the Board to interact with our securityholders. This year, I am very pleased that we will continue to host a hybrid AGM, which the Board believes allows greater access to the meeting for our securityholders. You can attend the meeting in person in Melbourne, or for those who are unable to attend in person, you have the option to attend online or by telephone.

The Notice of Meeting 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 our new Board members Ann Soo Chan (Margaret Lui) and Barbara Knoflach, and re-election of Philip Coffey, Elizabeth Proust and Robert Welanetz;

  • The adoption of the Remuneration Report; and

  • The allocation of Performance Rights to our Managing Director and Global Chief Executive Officer, Anthony (Tony) Lombardo.

Tony and I will provide an update to securityholders on the Group’s performance, and securityholders will be able to ask questions and vote on important matters during the meeting, so I encourage you all to attend either in person or online.

If you are not able to attend the AGM, 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 the questions submitted, I will address the more frequently raised questions during the meeting.

This year, the Group has moved into the Create phase of the five-year Reset, Create, Thrive strategic roadmap and I have filmed a video message to our securityholders providing a summary of the past 12 months. I encourage all securityholders to watch the video which can be accessed from the Lendlease Group website at www.lendlease.com.

Along with my fellow Board members and the Lendlease Senior Management team, I am looking forward to welcoming you to our AGM, whether you attend in person or virtually. For those securityholders attending in person, the Board is looking forward to meeting as many of you as possible, and extends an invitation to join the Board and Lendlease Senior Leaders for a light lunch following the meeting.

Thank you for your continued support for Lendlease Group.

Regards

Michael Ullmer Chairman Lendlease Group

Attending the meeting in person

Venue

The meeting will be held in person at Fitzroy Ballroom, Sofitel Hotel, 25 Collins Street, Melbourne Victoria 3000.

Registration

Securityholders can register at the meeting from 9.00am. If you have a smartphone please bring it with you to use the online voting platform during the meeting. If you do not have smartphone, other options will be available.

Attending the meeting online

Login

Securityholders can watch and participate in the AGM virtually via the online platform by visiting https://meetnow.global/LLC2023

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

To login to the AGM online you will need

  • Your SRN/HIN

  • Your postcode registered on your holding if you are an Australian securityholder. Overseas securityholders should refer to the user guide. If you are an overseas securityholder select the country from the drop down menu.

Voting online

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

Ask a question online

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

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.

How to participate by teleconference

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 Computershare Meeting Platform.

==> picture [80 x 49] intentionally omitted <==

Lodge your vote: Online: edocumentview.com.au/LLC202 3

==> picture [58 x 54] intentionally omitted <==

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 , 1 5 November 202 3

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 Meeting 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 Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. If your named proxy attends the Meeting but does not vote on a poll on an item of business in accordance with your voting directions, the Chairman of the Meeting 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 , including any voting exclusions ). 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 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 Meeting is your proxy.

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 voting box for items 3 and 4 then by submitting this form you will be expressly authorising the Chairman of the Meeting 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 Meeting intends to vote all undirected 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 Meeting, you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to registration unless previously received . A form of the certificate may be obtained fromComputershare 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

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.

Proxy Form

Please mark  to indicate your directions

STEP 1 Appoint a Proxy to Vote on Your Behalf

I/we being a member/s of Lendlease Group hereby appoint The Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, 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 (Meeting) to be held at Fitzroy Ballroom, Sofitel Hotel, 25 Collins Street, Melbourne Victoria 3000 and virtually at https://meetnow.global/LLC2023 on Friday, 17 November 2023 at 10:00am (AEDT) and at any adjournment or postponement of the Meeting.

Chairman of the Meeting authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default), by completing and submitting this form, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy on items 3 and 4 (except where I/we have indicated a different voting intention in Step 2 below) even though the relevant item is connected directly or indirectly with the remuneration of the keymanagement personnel, which includes the Chairman of the Meeting.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman of the Meeting to vote for or against or to abstain from voting on an item by marking the appropriate box in step 2 below.

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.

STEP 2 Items of Business

EP 2

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

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

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

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

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

on your behalf on a poll and your votes will not be counted in computing the required majority.
FOR
FOR
FOR
FOR
Board
Recommendation
FOR
FOR
FOR
The Board recommends that securityholders vote FOR each item of business
FOR AGAINST ABSTAIN
2 a)
Election ofAnn Soo Chan (Margaret Lui)as a Director of the Company
2 b)
Election ofBarbara Knoflach as aDirector of the Company
2 c) Re-election ofPhilip Coffeyas a Director of the Company
2 d) Re-election of Elizabeth Proust as a Director of the Company
2 e) Re-election of Robert Welanetz as a Director of the Company
3
Remuneration Report
4
Approval of Allocation of Performance Rights totheManaging Director

==> picture [541 x 331] intentionally omitted <==

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

FOR AGAINST ABSTAIN
FOR 2 a) Election of Ann Soo Chan (Margaret Lui) as a Director of the Company
FOR 2 b) E lection of Barbara Knoflach as a Director of the Company
FOR 2 c) Re-election of Philip Coffey as a Director of the Company
FOR 2 d) Re-election of Elizabeth Proust as a Director of the Company
FOR 2 e) Re-election of Robert Welanetz as a Director of the Company
FOR 3 Remuneration Report
FOR 4 Approval of Allocation of Performance Rights to the Managing Director
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the
Chairman of the Meeting 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
----- End of picture text -----

L L C

3 0 2 9 7 8 A