LENDLEASE GROUP — Capital/Financing Update 2010

Feb 24, 2010

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Not for distribution in the United States or to US Persons

ASX Announcement

A$806 million Equity Raising to Accelerate Growth

25 February 2010

Lend Lease today announced that it will raise approximately A$806 million in new equity to fund future growth opportunities.

The fully underwritten capital raising will be undertaken through a renounceable 5 for 22 pro rata entitlement offer raising approximately $806 million (“Entitlement Offer”). The Entitlement Offer will be undertaken via a pro-rata Single-bookbuild Accelerated Renounceable Entitlement Offer structure.

Proceeds of the capital raising are to provide flexibility to:

• increase equity participation in, and accelerate selected major development pipeline projects;

• fund equity positions in identified PPP opportunities; and

• secure targeted investment opportunities with attractive return profiles.

Lend Lease Group CEO and Managing Director, Steve McCann said: “We believe now is the right time to deploy capital as we are near the bottom of the cycle. In the last six months, Lend Lease has secured development opportunities with an end value in excess of A$12 billion.

“Raising additional capital will assist us to more readily execute our strategy and fully leverage our competitive strengths. In today’s environment funding certainty is essential.

“Recent project wins, acquisitions and the capital raising significantly enhance the strategic positioning of Lend Lease. Investments in new projects are targeted to be in excess of the Group’s cost of equity to drive earnings growth and value over the medium term.” Mr McCann said.

On a pro forma basis as at 31 December 2009 the Entitlement Offer would result in a cash balance net of debt at that date of $38 million.

New securities to be issued under the Entitlement Offer will rank equally with existing Lend Lease securities, but will not be entitled to the current interim distribution of 20 cents per security.

Lend Lease Corporation Limited ABN 32 000 226 228 and

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

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

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

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Not for distribution in the United States or to US Persons

Entitlement Offer

Under the Entitlement Offer, eligible securityholders are able to subscribe for 5 new securities for every 22 existing Lend Lease securities held at the Record Date of 2 March 2010 (7pm, AEDT). The offer price for each new security is $7.70, which represents:

• a 18.7% discount to last close (adjusted for the interim distribution); and

• a 15.8% discount to TERP (Theoretical Ex-Rights Price) (adjusted for the interim distribution).

The Entitlement Offer comprises an offer to eligible institutional securityholders (“Institutional Entitlement Offer”) and an offer to eligible retail securityholders to participate on the same terms (“Retail Entitlement Offer”).

The Institutional Entitlement Offer will be open from 25 to 26 February 2010 and the Retail Entitlement Offer will open on 3 March 2010 and will close at 5pm (AEDT) on 24 March 2010.

Entitlements are renounceable with any entitlements not taken up by either retail or institutional securityholders, and entitlements of ineligible securityholders, being sold in a single bookbuild following the completion of the Retail Entitlement Offer period on 29 March 2010. Any proceeds in excess of the offer price will be paid to renouncing securityholders and ineligible securityholders.

Further details of the Entitlement Offer and the timetable are contained in Appendix 1. Securityholders who have questions regarding the Entitlement Offer should phone the Lend Lease Entitlement Offer Information Line on 1300 159 378 (within Australia) or +61 3 9415 4239 (outside Australia) any time between 8.30am and 5.00pm, Monday to Friday during the Entitlement Offer Period or go to the Lend Lease website at www.lendlease.com.au.

ENDS

For further information please contact:

Investor enquiries:

Sally Cameron Group Executive Investor Relations Ph: +61 2 9236 6464

Media enquiries:

Rachel Mornington-West Media & Communications Manager Ph: +61 2 9277 2525

Lend Lease Corporation Limited ABN 32 000 226 228 and

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

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

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

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Not for distribution in the United States or to US Persons

ADDENDIX 1: FURTHER DETAIL ABOUT THE ENTITLEMENT OFFER

Stock Lending and Other Transactions

Eligible securityholders will be entitled to apply under the Entitlement Offer for 5 new Lend Lease securities for every 22 existing Lend Lease securities held as at 7.00pm (AEDT) on 2 March 2010 (the “Record Date”). Lend Lease notes that it has been granted a waiver by ASX so that, in determining securityholder entitlements for the Entitlement Offer, it may ignore any changes in securityholdings that occur after the announcement of the trading halt in Lend Lease's securities made earlier today (other than registrations of transactions that were effected through ITS before that announcement).

Accordingly, a person who is a registered securityholder of Lend Lease at 7.00pm (AEDT) on the Record Date as a result of a dealing after the announcement of the trading halt (other than the registration of a transaction effected through ITS before that announcement) may not receive an entitlement under the Entitlement Offer. This means, for example, that in the event a Lend Lease securityholder has existing Lend Lease securities out on loan, the borrower will be regarded as the securityholder for the purposes of determining the entitlement (provided that those borrowed securities have not been on-sold or used to cover a short sale).

Renounceability and Shortfall Bookbuild

Entitlements will be renounceable, which means that eligible institutional securityholders and eligible retail securityholders can choose to take up or not take up all or part of their entitlement under the Entitlement Offer.

New securities equal in number to those not taken up by eligible securityholders and those which would otherwise have been offered to ineligible securityholders will be offered to selected Institutional Investors (which may include eligible institutional securityholders) through the Shortfall Bookbuild process. If the price achieved in the Shortfall Bookbuild (Clearing Price) is higher than the offer price of $7.70, eligible securityholders who do not take up their Entitlement in full (and ineligible securityholders) will receive an amount equal to the difference between the Clearing Price and the offer price of $7.70 per new security sold, or will be paid nothing if the Clearing Price is equal to the offer price. The Shortfall Bookbuild will be conducted on 29 March 2010.

Entitlements are not able to be traded on ASX.

Lend Lease Corporation Limited ABN 32 000 226 228 and

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

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

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

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Not for distribution in the United States or to US Persons

Summary of Key Dates

Summary of Key Dates
Thursday, 25 February	Trading Halt Institutional Entitlement Offer opens
Friday,26February	Institutional Entitlement Offercloses
Monday, 1 March	Securities re-commence trading on the ASX
Tuesday,2 March	Record datefor Entitlement Offer(7pm AEDT)
Wednesday, 3 March	Retail Entitlement Offer opens
Friday, 12 March	Institutional Entitlement Offer and Early Retail Entitlement Offer settlement
Wednesday, 24 March	Retail Entitlement Offer closes (5pm AEDT)
Monday,29March	InstitutionalandRetailShortfall Bookbuild
Tuesday, 6 April	Retail Entitlement Offer and Shortfall Bookbuild settlement

These dates are indicative only and subject to change. All times and dates refer to Australian Eastern Daylight Time (AEDT) while in effect and otherwise to Australian Eastern Standard Time. Lend Lease reserves the right to amend the timetable, including, in consultation with the Joint Lead Managers, to extend the closing date for the Retail Entitlement Offer, to withdraw the Entitlement Offer at any time prior to the issue of New Securities and/or to accept late applications either generally or in specific cases.

Important information for Retail Securityholders

Eligible retail securityholders will receive a Retail Entitlement Offer booklet including a personalised Entitlement and Acceptance Form in relation to the Entitlement Offer which will provide further details of how to participate. This booklet is expected to be despatched by 4 March 2010.

Important Notice

This release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933 ("U.S. Securities Act”)) (“U.S. Persons”). The securities to be issued in the capital raising have not been and will not be registered under the U.S. Securities Act. Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless the securities have been registered under the U.S. Securities Act, or in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act.

Lend Lease Corporation Limited ABN 32 000 226 228 and

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

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

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

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS

Capital Raising to Fund Growth Entitlement Offer

25 February 2010

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Securing long term value
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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Disclaimer
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This Presentation has been prepared by Lend Lease Corporation Limited (ABN 32 000 226 228) and Lend Lease Responsible Entity Limited (ABN 72 122 883 185), in its capacity as responsible entity of the Lend Lease Trust (ARSN 128 052 595) ( Lend Lease ).

Summary information

This Presentation contains summary information about Lend Lease and its subsidiaries ( Lend Lease Group ) and their activities current as at 25 February 2010. The information in this Presentation is of a general background nature and does not purport to be complete. It should be read in con unc j ti on w ith L en d L ease roup s o G ’ th er per o i di c an d con ti nuous sc osure announcemen s o di l t l d ge d w ith th e us ra A t li an ecur S iti es E xc h ange, w hi c h are ava il a bl e a www.asx.com.au. t

Not financial product advice

This Presentation is for information purposes only and is not financial product or investment advice or a recommendation to acquire Lend Lease securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction. Cooling off rights do not apply to the acquisition of Lend Lease securities.

Statements made in this Presentation are made as at the date of the Presentation unless otherwise stated.

Financial data

All dollar values are in Australian dollars (A$) unless stated otherwise and financial data is presented within the financial period end of 31 December 2009 unless stated otherwise. The pro forma historical financial information included in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.

Past performance

Past performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

Future performance

This presentation contains certain “forward looking statements”. Forward looking statements can generally be identified by the use of forward looking words such as “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “will”, “could”, “may”, “target”, “plan” and other similar expressions. Indications of, and guidance or outlook on, future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this booklet involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Lend Lease, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Forward looking statements may also be based on estimates and assumptions with respect to future business decisions, which are subject to change. Actual results, performance or achievements may vary materially for many projections because events and actual circumstances frequently do not occur as forecast and these differences may be material. Forward looking statements are not guarantees o f f uture per ormance. f Th ese statements may assume t h e success o f L en d L ease s us ness strateg es. ’ b i i Th e success o any o f f t h ese strateg es s su i i bj ect to uncerta nt es an i i d cont ngenc es eyon i i b d L en d L ease s contro , nc u ’ l i l di ng uncerta nt es escr i i d ib e d i n t h e risk factors set out in Appendix A “Key Investment Risks”, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise. Readers are cautioned not to place undue reliance on forward looking statements and Lend Lease assumes no obligation to update or revise such information to reflect any change in expectations or assumptions. The inclusion of any forward looking statement in this presentation should not be regarded as a representation, warranty or guarantee with respect to its accuracy or the accuracy of the underlying assumptions or that Lend Lease will achieve, or is likely to achieve, any particular results.

Investment risk

An investment in Lend Lease securities is subject to investment and other known and unknown risks, some of which are beyond the control of Lend Lease Group, including possible delays in repayment and loss of income and principal invested. Lend Lease does not guarantee any particular rate of return or the performance of Lend Lease Group, nor does it guarantee the repayment of capital from Lend Lease or any particular tax treatment. Persons should have regard to the risks outlined in this Presentation. Not an offer

Thi s resen a P t ti on oes no cons d t tit u e an o t ff er, nv i it a ti on or recommen d a ti on o su t b scr ib e or or purc f h ase any secur it y an d ne ith er thi s resen a P t ti on nor any thi ng con a ne t i d i n s it h a ll f orm e as s o any con rac or comm th b i f t t it men . prospec us or pro t A t d uc t di sc osure s a emen l t t t i n re a l ti on o e t th offer outlined in this Presentation will not be issued in Australia and will not be lodged or registered with any regulatory body in another country. This Presentation is not intended to be, and does not constitute, a prospectus, product disclosure statement, short-form prospectus or profile statement as those terms are defined in the Corporations Act.

In particular, this Presentation does not constitute an offer to sell or a solicitation of an offer to buy, securities in the United States or to any "U.S. person" (as defined in Regulation S under the Securities Act of 1933 (the "U.S. Securities Act")). This document may not be distributed or released in the United States or to, or for the account or benefit of, any U.S. Person. The securities in the proposed offering have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities in the proposed offering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

Underwriters and advisors

The underwriters and advisors associated with the capital raising referred to in this presentation have not authorised , permitted or caused the issue , lodgement , submission , dispatch or provision of this Presentation and do not make or purport to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by the Underwriters and advisors. The Underwriters and advisors and their affiliates, officers and employees, to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this Presentation and make no representation or warranty as to the currency, accuracy, reliability or completeness of information.

Additional disclosures

Additional disclosures for prospective investors in jurisdictions outside Australia are contained in Appendix B.

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Capital Raising and Rationale
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• A$806 million pro-rata Single-bookbuild Accelerated Renounceable Entitlement Offer

• In May 2009 Lend Lease announced the intention to invest A$1b-A$2b of capital over 3 yrs

• � Acquisition of Lend Lease Primelife, ING Retail and recently secured development opportunities accounts for a total A$1.8b of allocated capital

• Six recently secured development projects have an anticipated end value in excess of ~A$12b

• Recent project wins, acquisitions and the capital raising significantly enhance the strategic positioning of the Group

• Investments in new projects are targeted to be in excess of the Group’s cost of equity, driving earnin s rowth and creatin value over the medium term g g g

• Proceeds of the capital raising are to provide flexibility to:

• Increase equity participation in, and accelerate selected major development p pe i li ne pro ec s j t

• Fund equity positions in identified PPP opportunities; and

• Secure targeted investment opportunities with attractive return profiles

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Recent Acquisitions
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Three acquisitions completed recently – A$1.2b capital deployed

Privatisation of L en d L ease r me P i lif e (investment ~A$0.9b); and Acquisition of the PTN portfolio (investment ~A$0.1b)

Acquisition of the A$1.4b ING Retail Fund (investment ~A$0.2b)

• Secured market leading position in the retirement sector

• Acquired at a discount to underlying asset value

• Assets could be recycled to 3[rd] party capital partners

• Considerable synergies across business

• Led bid consortium with quality capital partners

• Considerable synergies across business – retail management , development and construction

• Further establishes Lend Lease as a leading retail manager

• High yield transaction

Transaction synergies across operating platform

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Recent Project Wins
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Recent project wins offer potential for attractive returns – Lend Lease intends to commit additional capital

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• Preferred developer for RNA

• (end value ~A$2.5b)

• Preferred developer for Barangaroo 1[st] stage (end value ~A$6b)

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� Two Melbourne apartment
developments
(end value ~A$0.9b)
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• Regeneration of

• Elephant & Castle

• (end value ~A$2.7b)

• Preferred developer for 1[st] stage of the Alkimos development (end value ~A$0.4b)

1Images are indicative only

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Rationale for Lend Lease Investment Strategy
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Right point in the property cycle for investment [1] Lend Lease’s Hurdle Rates
Hurdle Rates or New f
Type of Project Projects
Strong cost & Develop & (Ungeared IRR, Pre-Tax) [2]
capital maximise
management growth Land (Master Planned
Maximise Communities)
capital
recycling Apartments
17 – 30%
UK Commercial
US
Retail
AUS
Retirement 17 - 24%
Invest &
replenish
portfolio Public Private Partnerships (PPP) 12 - 18%
Lend Lease considers this to be the right time to invest Hurdle rates are dependent on specific risks such as
and grow our pipeline market, credit and development risk
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1 The diagram is illustrative only. It reflects internal views of general market trends which are based on subjective judgements, assumptions and external data. Investors should not place undue reliance on this. 2 Actual returns may vary materially from hurdle rates. Hurdle rates are not forecasts and should not be viewed as such. They involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Identified Capital Opportunities
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Identified potential capital opportunities of ~$1.6b

• 1 Secured development projects 2 PPP opportunities 3 Targeted new developments

• � � � 6 projects secured in the last 6 months with Public Private Partnerships (PPPs) are a Lend Lease has a track record of ~

• anticipated end value in excess of A$12b key growth area securing new development opportunities

• � � � Lend Lease applies a ‘capital-light’ model to Identified opportunities with a project Current opportunities are focused in development projects but will invest capital value of ~A$23b Australia and include: � -

• where returns are compelling To date Lend Lease has: Mixed use development in central

• where returns are compelling To date Lend Lease has: Mixed use development in central

• � Securit y holder returns could be im p roved - 18 operating projects with a total Sydney and a large mixed use through both accelerating developments project value of ~A$3.2b development in SE Qld (anticipated and increasing investment participation in - end value +A$1b) 5 projects under development with a -

• key projects Replenishing and accelerating the total project value of ~A$1.0b

• � Delfin pipeline in key growth corridors Target returns are higher than the Group’s - Shortlisted[1 ] on 10 projects with a total -

• cos t o equ f it y Building the apartments portfolio project value of ~A$5.0b - Continued development within Lend Lease Primelife retirement communities

Opportunity to invest ~A$0.8b of Opportunity to invest ~A$0.5b of Opportunity to invest ~A$0.3b of capital capital capital

1Shortlisted projects include projects where Lend Lease is 1 of 2 or 3 bidders.

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Potential to increase exposure to selected projects
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	Selected Projects		Incremental Investment1,2	Share of Project3 (%)	Expected to Commence4	Expected to Complete4	Indicative Returns5
	Apartments	Melbourne	A$150m - A$200m	~50	Jul 2010	Jun 2014	Each development opportunity h hdl
		Sydney	A$75m - A$100m	~50	Jan 2011	Mar 2014
		Brisbane	A$50m – A$75m	~50	Dec 2010	May 2013	as a ure rate of greater than ~20% nrd
		Melbourne	A$50m – A$75m	~50	Jun 2011	Sep 2012
	Commercial	Sydney	A$325m – A$375m	~50	Jun 2011	Dec 2013	(ugeae , pre-tax basis)
		Brisbane	A$50m - A$75m	~50	Dec 2010	Jul 2012
	Tl		~A700~A900
	ota		$m $m -

1Projects are assumed to be geared at 30%

2Capital opportunities are indicative only and are subject to change.

3Indicative share only Lend Lease reserves the right to change its investment in any of the selected projects.

4Commencement and completion dates are subject to change and will vary depending on but not limited to conditions in the market, availability of construction resources and other factors.

5 Actual returns may materially vary from indicative returns. Indicative returns are not forecasts and should not be viewed as such. They involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
1
Secured development projects
The Group has not changed its approach to development
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Approach to Development	�Market timing: Assess the market cycle and supply/demand fundamentals �Risk mitigation: �Tenancy pre-commitments
Projects	�Apartment pre sales - �Bovis Lend Lease expertise in pricing construction �Fixed price contracts with external parties
Funding of Developments	�Lend Lease takes varying equity positions in development projects �3rd party equity is a source of development project funding �Debt is utilised at the appropriate gearing level for each project �Exposure to developments is balanced with the right mix of capital sources
Capital recycling	�Lend Lease will continue to recycle capital at the appropriate time in the property cycle �Capital recycling will be a source of capital for project development over the long term
Lend Lease will continue to secure opportunities applying its key development principles

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Identified new PPP opportunities (~A$23b of total project value)
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• Identified opportunities of ~A$9 . 6b in project value � Identified opportunities of ~A$5 . 6b in project value

• � � Created Capella Capital JV, secured SA schools Deep market expertise with 17 operational UK

• � 1 project under development with value of ~A$0.2b projects, 4 under development with value ~A$3.6b

• � � Shortlisted on 2 projects, project value of ~A$2.8b Shortlisted on 3 projects, project value of ~A$0.8b

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Australia
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• Shortlisted on 2 projects, project value of ~A$2.8b

• Identified opportunities of ~A$3.0b in project value

• Actus team from the US is pursuing opportunities

• Shortlisted on 2 projects, project value of ~A$0.7b

• Identified opportunities of ~A$4.9b in project value

• � 1 project operational, project value of ~A$0.4b

• � Shortlisted on 3 projects, project value ~A$0.7b

Ke y PPP o pp ortunit y considerations

• Lend Lease focuses predominantly on social PPPs without taking patronage risk

• Lend Lease is shortlisted on 10 projects anticipated to reach financial close by May 2011 with a total project value of ~A$5.0b

• Availability of capital to fund commitments is a key success factor in winning bids

Opportunity to invest ~A$0.5b of capital

EUR/AUD conversion at A$1.5754, GBP/AUD conversion at A$1.8040, CAD/AUD conversion at A$1.0695. Shortlisted projects include projects where Lend Lease is 1 of 2 or 3 bidders.

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Intention to continue growth in Australian pipeline Examples of targeted new developments
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Market
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Mixed Use
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• A further 2 potential projects currently identified, 1 in SE Qld and 1 in central Sydney

• Right time in the cycle to invest in development properties in Australia

• Australian residential property market continues to strengthen

• End value for these projects A$1b+

• Lend Lease wants to continue building its pipeline to maximise future returns

• Attractive time to replenish the Delfin pipeline in key growth corridors

• Opportunity to build an apartments pipeline at attractive land prices

• Varsit y Lakes , QLD � Serrata , VIC

• Potential to develop sites in conjunction with Delfin

• Opportunities of ~A$300m exist today

Opportunity to invest A$0.3b of capital

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Capital employment opportunities
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	Trtd Citl Invtmnt Additinl Citl Sr Potentialcapitalinvestment pipeline
Secured development projects	agee apa ese oa apa ouces �Equity raising A$806m ~A$0.8b
PPP titi	�Cashflow from operations �Capital recycling in ~A$05b
opporunes	improving conditions �Debt facilities .
Targeted new developments	�3rd party capital providers ~A$0.3b ~A$1.6b

Capital structure post raising and ‘capital-light’ model provides flexibility to continue to pursue attractive growth opportunities

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Impact on Balance Sheet
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		31 Dec 09 Capital Raising Net of Costs Pro Forma 968 788 1,756 8,111 8,111 688 688 9,767 10,555 (1,549) (1,549) (169) (169) (1,718) (1,718) (750) 38 3.99 4.65 9.2% N/A
	Ke Balance Sheet Items (A$m) y
	Cash Total tangible assets (excluding cash) Intangible Assets Total Assets Debt Other non-current financial liabilities Gross Debt Net Cash/(Debt) Net Tangible Assets Per Security ($) Gearing(net debt to TTA less cash)

� Pro-forma net debt reduces to zero

• Gearing not anticipated to exceed 15% over the medium term

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Offer Details
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Single-bookbuild Accelerated Renounceable Entitlement Offer (SAREO)
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Key

�Fully underwritten 5 for 22 pro-rata accelerated renounceable entitlement offer raising A$806m �104.7m new securities at A$7.70per new security Terms �18.7% discount to last close (A$9.47)1, 15.8% discount to Theoretical Ex-Rights Price (“TERP”)2 (A$9.14)2 �Record date of 2 March 2010 (7pm AEDT) �Rank equally with existing securities, but will not be entitled to the current interim distribution of 20cps

Shortfall

Bookbuild �Renounced institutional and retail entitlements and entitlements of ineligible Securityholders to be sold in a single bookbuild after the Retail Offer period (on 29 March 2010) �Any proceeds in excess of the Entitlement Offer price will be paid to renouncing and ineligible Securityholders

1Last close as at 24 February 2010, adjusted for interim distribution of 20cps.

2TERP adjusted for interim distribution of 20cps. TERP is the theoretical price at which Lend Lease securities would trade immediately after the ex-date of the entitlement offer and takes into account the number of new securities to be issued. The TERP is a theoretical calculation only and the actual price at which Lend Lease securities trade immediately after the ex-date for the entitlement offer will depend on many factors and may not be equal to the TERP.

14

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Timetable
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	Thursday, 25 February • Trading halt • Institutional Entitlement Offer opens Friday, 26 February • Institutional Entitlement Offer closes Monday,1 March • Securities re-commence tradingon the ASX Tuesday, 2 March • Record date for Entitlement Offer (7pm AEDT) Wednesday, 3 March • Retail Entitlement Offer opens Thursday, 11 March • Early Retail Entitlement Offer close (5pm AEDT) Friday, 12 March • Institutional Entitlement Offer and Early Retail Entitlement Offer settlement Wednesday, 24 March • Retail Entitlement Offer closes (5pm AEDT) Monday,29 March • Single Institutional and Retail Shortfall Bookbuild Tuesday, 6 April • Retail Entitlement Offer and Shortfall Bookbuild settlement	Thursday, 25 February • Trading halt • Institutional Entitlement Offer opens Friday, 26 February • Institutional Entitlement Offer closes Monday,1 March • Securities re-commence tradingon the ASX Tuesday, 2 March • Record date for Entitlement Offer (7pm AEDT) Wednesday, 3 March • Retail Entitlement Offer opens Thursday, 11 March • Early Retail Entitlement Offer close (5pm AEDT) Friday, 12 March • Institutional Entitlement Offer and Early Retail Entitlement Offer settlement Wednesday, 24 March • Retail Entitlement Offer closes (5pm AEDT) Monday,29 March • Single Institutional and Retail Shortfall Bookbuild Tuesday, 6 April • Retail Entitlement Offer and Shortfall Bookbuild settlement
	Thursday, 25 February	• Trading halt
		• Institutional Entitlement Offer opens
	Friday, 26 February	• Institutional Entitlement Offer closes
	Monday,1 March	• Securities re-commence tradingon the ASX
	Tuesday, 2 March	• Record date for Entitlement Offer (7pm AEDT)
	Wednesday, 3 March	• Retail Entitlement Offer opens
	Thursday, 11 March	• Early Retail Entitlement Offer close (5pm AEDT)
	Friday, 12 March	• Institutional Entitlement Offer and Early Retail Entitlement Offer
		settlement
	Wednesday, 24 March	• Retail Entitlement Offer closes (5pm AEDT)
	Monday,29 March	• Single Institutional and Retail Shortfall Bookbuild
	Tuesday, 6 April	• Retail Entitlement Offer and Shortfall Bookbuild settlement

Note: Dates and times are indicative only and subject to change. All dates and times refer to Australian Eastern Daylight Time (AEDT) while in effect and otherwise to Australian Eastern Standard Time. Lend Lease and the Underwriters reserve the right to vary the dates and times of the Offer, which includes closing the offer early, without prior notice.

15

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Conclusion
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Continuation of Group’s Current Strategy
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Offer allows Investment in Existing and Future Growth Opportunities at the Right Time
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in the Cycle
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Creating Long Term Securityholder Value
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16

General Business and Market Risks

Overview

• This section identifies some of the ke y investment risks associated with an investment in the Lend Lease Group ( the Group ) .

• When considering the Offer, you should consider the risks identified below, together with all other information in this Presentation and publicly available, and consult your professional advisors. This does not purport to be an exhaustive list of all the risk factors that may impact the future financial performance of the Group.

General Business and Market Risks

General economic conditions

• Changes in prevailing economic conditions in Australia and other countries where the Group operates will impact (either favourably or unfavourably) on the Group’s businesses, and possibly the market price of Stapled Securities.

• Relevant economic factors will include changes in interest rates and inflation, changes in gross domestic product and economic growth, employment levels and consumer spending, consumer and investment sentiment and property market volatility. The global financial crisis continues to impact these factors to varying extents in different geographies.

Market price risks

• The market price of Stapled Securities and future distributions made to securityholders will be influenced by a number of factors including: general movements in interest rates; the Australian and international investment markets; international economic conditions; global geopolitical events and hostilities; investor perceptions; inflation; changes to the compilation of indices; changes in government, fiscal, monetary and regulatory policies and broader movements in the indices applicable to the Group. Such factors may also influence the Group’s operational and financial performance.

Funding

• The property investment and development sector is capital intensive. The ability of the Group to raise funds (equity or debt) on acceptable terms will depend on a number of factors including capital market conditions, general economic and political conditions, the Group’s performance, and credit availability. Changes in the cost of current and future borrowings and equity raisings may impact the earnings of the Group, and impact the availability of funding for new projects or increase refinancing risks as debt facilities mature.

Debt covenants

• The Group has various covenants in relation to its debt facilities, including interest cover, gearing, negative pledge and LVR requirements. While there is considerable head-room to covenants, ’

• factors such as falls in asset values and the inability to achieve timely asset sales at prices acceptable to Lend Lease could lead to a breach of debt covenants . In such an event , Lend Lease s lenders may require their loans to be repaid immediately.

• Other covenants relate to change of control events. In the event a change of control occurs, a review event in some facilities may be triggered and may result in debt becoming immediately due for payment.

17

General Business and Market Risks (continued)

Property market risks

• The Group’s earnin g s will be sub j ect to prevailin g propert y market conditions in the countries and sectors where the Group operates and its abilit y to execute its strate gy .

• Increases in supply (or falls in demand) or adverse changes in prevailing market sentiment in any of the sectors of the property market in which the Group operates or invests may adversely affect earnings.

• These factors may adversely affect the value of and returns generated from property investments, management and development and construction projects undertaken by the Group from time to time, and may influence the acquisition of sites, the timing and value of sales, and the carrying value of projects and income producing assets.

• Property markets in different geographies are currently in differing cycles, following the global financial crisis. There are market uncertainties which are difficult to predict. These uncertainties may impact proposed recycling o assets and the level o development and construction activity and counterparty risk, but may also present opportunities. The roup will continue to monitor the markets, f f G seeking to implement strategies to minimise adverse impacts and take advantage of opportunities.

Property values

• Unanticipated factors influencing the value of investment property or the realisable value of development trading stock, such as those listed below, could impact on future earnings:

• The capitalisation rates that are considered appropriate by professional valuers, for the income producing properties held by Lend Lease, in response to changes in market conditions. A sustained downturn in the property market may result in a lower reported profit and a higher debt/equity ratio for Lend Lease;

• Changes in the conditions of town planning consents applicable to Lend Lease projects, as a consequence of the unpredictable nature of council policies;

• Variances in the cost of development as a consequence of the imposition of levies by state and local government agencies;

• The presence of previously unidentified threatened flora and fauna species, which may influence the amount of developable land on major projects;

• The activities of resident action groups;

• Native title claims;

• Land resumptions for roads and major infrastructure, which cannot be adequately offset by the amount of compensation eventually paid; and

• Changes to the value of property developments currently in progress due to changes in market conditions.

Potential liquidity

• Property assets are by their nature illiquid investments . Therefore , it may not be possible for Lend Lease to dispose of assets in a timely manner . To the extent that Lend Lease invests in properties for which there may be only a limited number of potential investors, the realisable value of those assets may be less than the fair value.

18

General Business and Market Risks (continued)

Exchange rates

• The Group earns income denominated in man y currencies, includin g AUD, GBP, USD, SGD and EUR.

• The financial performance and asset values of the Group may be adversely affected by exchange rate movements or to the extent that exchange rate movements are not hedged, or exposures hedged do not eventuate. The financial impact on the Group in these situations would depend on the exchange rate movement that occurs.

Defined benefit pension schemes

• Lend Lease believes its current contribution rates to defined benefit schemes are fairly disclosed in the Group Financial Statement. However, a deterioration in equity and financial markets or actuarial assumptions around life expectancy may have an adverse impact on the value of the assets held by the pension schemes. If this occurs, the Group may need to reassess its level of contributions to its pension schemes so as to ensure the capacity o the schemes to meet their uture liabilities, which may have an adverse impact on the inancial per ormance o the roup. f f f f f G

Employees

• The loss of key management personnel who have particular expertise, or the inability to attract new qualified personnel may influence future earnings

Conflicts of interest with joint venture partners

• The Group currently undertakes joint ventures on development projects and asset ownership.

• At times, major decisions are required to be made in respect of these joint venture arrangements (eg redevelopment and refurbishment, refinancing, the sale of assets or surplus land, the purchase of additional land and bid pricing). The interests of the Group may not always be the same as those joint venture partners in relation to these matters.

• Some of these agreements contain buy/sell provisions which may be triggered by a joint venture party and may require the Group to determine whether to retain or sell its interest in the joint venture.

• In addition, pre-emptive provisions or first rights of refusal may apply to sales or transfers of interests in co-owned assets and businesses. These provisions may work to the disadvantage of the G roup ecause, among o b th er thi ngs, e roup m g th G i ht b e requ re i d t o ma k e ec s ons a d i i b ou t b uy ng or se i lli ng n eres s n ese asse s an i t t i th t d b us nesses a a me a i t ti th t i s sa di d van ageous o . t t it

• While the majority of the Group’s joint venture partners are large corporates or institutional investors, there is a risk that they may default on their obligations or otherwise act in a manner which adversely affects the Group.

19

General Business and Market Risks (continued)

Environment

• The Group will from time to time, be exposed to a ran g e of environmental risks includin g : soil and water contamination; construction ( lead paint, asbestos, PCBs ) ; cultural herita g e ( abori g inal ) ; flora and fauna (native vegetation, endangered species); and greenhouse gases.

• In addition, there is a risk that property owned or projects undertaken by the Group from time to time may be contaminated by materials harmful to human health (such as asbestos and other hazardous materials). In these situations, the Group may be required to undertake remedial works on contaminated sites and may be exposed to third party compensation claims and other environmental liabilities.

• Although the Group is not currently aware of any material risks other than the World Trade Centre litigation disclosed below, there is a risk of the discovery of, or incorrect assessment of costs ’

• associated with , environmental contamination on any of the Group s projects , assets or sites .

Climate change and climatic conditions

• Lend Lease’s failure to adequately respond to the impact of climate change and associated legislative requirements could result in litigation (if reporting requirements are not met), reduced profit due to the impact of increased costs associated with energy efficiency and other costs associated with upgrading existing buildings to comply with new building codes. Lend Lease would also be adversely impacted by a loss of market share if building designs do not address community expectations or match competitor products on sustainability issues.

• Prolon g ed adverse weather conditions ma y result in dela y s in construction and p ossibl y deferral of revenue and p rofit reco g nition.

Insurance

• The Group purchases a suite of insurances that provide a degree of protection for their assets, liabilities and people. Such policies include material damage of assets, contract works, general and professional liability and workers’ compensation.

• There are however, certain risks which are uninsurable (eg nuclear, chemical or biological incidents) or risks where the deductibles may be higher, breadth of cover reduced and/or the limits lower (such as from cyclone and earthquake).

• Additionally, the Group will face risks associated with the financial strength of its insurers to meet their indemnity obligations when called upon, which may adversely affect earnings.

• While the Group maintains insurance coverage it is involved in a number of disputes where insurance coverage is yet to be determined, which may adversely affect the Group’s assumed outcome position.

Accounting standards

• Chan g es to Australian Accountin g Standards could affect Lend Lease’s re p orted earnin g s p erformance in an y g iven p eriod and its financial p osition from time to time.

20

General Business and Market Risks (continued)

Competition

• The Group faces competition from other or g anisations in the countries in which the Group operates. The Group also operates with the threat of new competition enterin g the market.

• Competition may lead to an over supply through over-development, or to prices for existing properties or services being impacted by competing bids. The existence of such competition may have an adverse impact on the Group’s ability to secure tenants for its properties at satisfactory rental rates and on a timely basis, or the pricing of construction projects or development opportunities which in turn may impact the Group’s financial performance and returns to investors.

Reliance on key contracts/clients

• The Group’s Australian, US and UK operations regularly perform contracts for government and government agency contracts, which may be affected by changes to relevant government policy or trading practice. There is also a risk that existing contracts are not completed or otherwise terminate. Depending on the extent to which these matters occur, the inancial per ormance o the roup f f f G may be adversely affected.

Regulatory, tax and accounting

• The Group is subject to a range of industry specific and general legal and regulatory controls. Changes in laws can have an adverse affect on the Group’s financial performance (such as by directly or indirectly reducing income or increasing costs). For example, changes in environmental laws could require increased capital expenditure.

• Regulatory breaches may affect the operational and financial performance of the Group .

• Changes in tax law (including in goods and services taxes and stamp duties), or changes in the way taxation laws are interpreted in the various jurisdictions in which the Group operates, may impact the future profitability and tax liabilities of the Group.

• The laws governing the taxation of income from property development and investments is subject to interpretational risk. The Group’s activities are regularly reviewed by Revenue Authorities, both in Australia and abroad. Where the Group adopts an interpretation of taxation law which differs from the interpretation adopted by a Revenue Authority, and the Authority’s view is ultimately found to prevail, additional tax may be imposed on the Group.

• Under current income tax legislation, Lend Lease Trust ( LLT ) is generally not liable for Australian income tax, including capital gains tax, provided LLT distributes all of its taxable income. Should the actions or activities of the Group cause the trust to fall within the operative provisions of Division 6B or 6C of the Income Tax Assessment Act 1936, LLT may be taxed on its net income at a rate which is currently equivalent to the corporate income tax rate of 30%. It is the intention of the Directors that the Group will be managed so that neither Division 6B nor 6C will apply.

21

General Business and Market Risks (continued)

Land values

• Events ma y occur from time to time ( for example, unanticipated environmental issues or hazardous materials ) which affect the value of land or development costs which ma y impact the financial returns generated from particular property related investments, businesses or projects, including potential rezoning risk on some projects.

OH&S

• If the Group fails to comply with necessary OH&S legislative requirements across the jurisdictions in which it operates, it could result in fines, penalties and compensation for damages as well as reputational damage for the Group.

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22

Specific Sector and Lend Lease Risks

Specific Sector and Lend Lease Risks

Interest rates/inflation

• Adverse fluctuations in interest rates, to the extent that they are not hedged or forecast, will impact on the earnings available for distribution to Stapled Securityholders.

• The Group intends to utilise fixed rate borrowings and interest rate derivatives to protect a portion of the Group’s forecast interest expense, from floating rate exposure.

• Adverse movements in interest rates may also impact the Group’s earnings and asset values due to any impact on property markets in which the Group operates.

• Higher than expected inflation rates generally or specific to the property industry could be expected to increase operating costs and development costs. These cost increases may be able to be ’

• offset by increased selling prices or rents . Increases in interest rates could have the effect of reducing the availability or increasing the cost of finance for the purchase of properties by Lend Lease s customers. Interest rates also impact on Lend Lease’s cost of funds.

Development activity risk

• The Group is subject to risks associated with development and redevelopment activities including general decline for property, income derived from redeveloped properties being lower than expected, fluctuations in land values, industrial disputes, cost overruns, construction not being completed on budget or on schedule, environmental issues, and failure to obtain or delays in obtaining required plan registrations, approvals, permits or licences.

• As is often the case with development projects, a number of the Group’s development sites are subject to rezoning requirements, carrying the risk of delays in obtaining or an inability to obtain required zoning approvals or sunset dates in land management agreements. These risks may adversely affect the value of these projects.

Investment activity risk

• The Group invests in property directly and indirectly through various property funds. The value of, and returns generated from, property investment assets may be impacted by adverse changes in a number of factors, including the rental income generated from property, local real estate conditions (such as level of demand for, and supply of, retail space), vacancy rates, change in retail tenancy laws , the financial condition of tenants (particularly anchor tenants) , capitalisation rates , and the expense incurred in the operation , management and maintenance of the property , as well as property market volatility and liquidity, and broader market conditions.

• The Group can have significant non-cash gains or losses depending on the change in fair market value of its investment property interests. If a substantial decrease occurs, the Group’s results, gearing and proximity to covenants could be affected.

• The Group holds management rights in respect of various wholesale funds. Underperformance of those funds and reductions in property values will reduce fee income and may result in the removal of the Group as fund manager.

• At times the Group has significant cash reserves that invested with financial institutions and in money market instruments, the value and returns generated from these investments may be impacted by adverse market movements including changes in credit quality, interest rates and foreign exchange rates

23

Specific Sector and Lend Lease Risks (continued)

Professional services risk

• The Group provides mana g ement services and advice in its normal course of business which ma y in some circumstances lead to professional liabilit y claims

Construction activity risk

• The Group is subject to risks associated with construction activities, including;

• The ability of third parties such as designers and subcontractors to perform their work in accordance with their obligations;

• Defective work and latent defects arising from incorrect design and poor subcontractor workmanship and related third party claims;

• • Liquidated damages from delays in delivery of projects;

• Cost overruns as a consequence of inadequate design, change in pricing conditions, unforseen conditions or performance of third parties;

• Professional liability claims arising from allegations of negligence

• The nature of construction means that at any one time there are claims where the outcome remains uncertain for many years and is dependent on the ability to recover from third parties and insurance policies.

Fixed nature of s gni ificant costs

• Significant expenditures associated with each investment, such as mortgage payments, maintenance costs, employee costs and taxes, are generally not reduced when circumstances cause a reduction in income from the investment.

• The value of an asset owned by the Group may be adversely affected if the income from the asset declines and other related expenses remain unchanged.

Counterparty/credit risk

• Counterparty risks may arise in circumstances where parties with which the Group has dealings experience financial difficulties with consequential adverse effects for the relevant projects or assets, which may impact on the Group’s financial performance for example;

• Delay to projects and additional costs of securing replacement partners or products which may be unrecoverable;

• Purchasers who may default on their purchase obligations resulting in the resale of those properties at a lesser amount;

• Insolvency or financial distress of tenants may reduce the income received by the Group.

24

Specific Sector and Lend Lease Risks (continued)

Termination of the Offer

• The Underwriters have entered into an underwritin g a g reement with the Group on 25 Februar y 2010. Under the terms of the underwritin g a g reement the Underwriters ma y terminate their obli g ations upon the occurrence of certain events including, without limitation: falls in the S&P/ASX 200 Index and any material change or development (including, but not limited to, regulatory changes) in the financial position or performance, profits, losses, assets, liabilities, or prospects of Lend Lease.

• There is a risk that if the Underwriters exercise their right to terminate and the desired offer proceeds are not raised, this will have an adverse effect on the Group.

Taxation issues

• Changes to Securityholder composition introduces change of control risks, which from a taxation perspective can impact on the ability for Lend Lease entities to utilise prior and current year tax losses in the various jurisdictions in which it operates. While we do not anticipate this o ff er will trigger a change o control or taxation purposes, any movements in the register will be actored in to f f f future change of control monitoring.

Integration of LLP

• Lend Lease is currently undertaking the integration of Lend Lease Primelife (LLP) and as such is subject to the risks associated with integrating a new business including systems integration, policy and compliance alignment and general management reporting.

Litigation and disputes

• The Group is involved in a number of ongoing court proceedings, arbitration proceedings, disputes and claims including but not limited to the abatement and demolition of 130 Liberty St. New York, the aggregate value of those claims which cannot be readily or reliably quantified at this time. These claims have arisen out of the Group’s general business activities, and include claims arising from businesses it has sold to third parties, claims made under construction and development contracts and disputes with government agencies (such as the ATO).

• Lend Lease has obtained legal advice in respect of the ongoing claims. Lend Lease has assessed the financial impact of each known claim and the extent to which that particular claim will be covered by insurance, with provisions being included in Lend Lease’s consolidated financial statements as is considered appropriate.

• However, due to uncertainties involved in assessing the outcome of these claims, there is a risk that these provisions may be inadequate. If this occurs, these claims may have an adverse effect on the financial position of the Group.

• As part of the settlement of the 130 Liberty St. New York dispute, Lend Lease entered into a non-prosecution agreement with the New York District Attorney. A material breach of the terms of this agreement would have adverse consequences for the operations of Lend Lease in New York.

Investigation by authorities

• In April 2009, Bovis Lend Lease LMB, Inc. in New York received notice of investigations being conducted by the US Attorney and New York District Attorney. The investigation relates to allegations regarding, among other things, billing practices for union foremen on construction projects in New York. Bovis Lend Lease is co-operating with the authorities in their investigation. Until the investigation is complete, it is not possible to quantify what the financial consequences associated with this matter will be.

25

Specific Sector and Lend Lease Risks (continued)

World Trade Center (“WTC”) claims

• On 10 September 2004, a class action ( which now proceeds as a consolidated action with approximatel y 18,000 plaintiffs ) was filed a g ainst over 50 defendants ( includin g Bovis Lend Lease ( BLL ) , a US subsidiary of Lend Lease) claiming personal injuries and other damages allegedly arising out of the clean-up of the WTC site.

• On 12 December 2008, Judge Hellerstein of the United States Federal Court made orders to bring 30 expedited cases to trial with an anticipated hearing date of May 2010. On 21 January 2010, Judge Hellerstein made further orders to reduce the number of expedited cases to 12 with trials to commence in May 2010. Preparation for these trials is progressing. To establish liability on the part of BLL, each individual plaintiff must prove BLL owed a duty of care, breached that duty and that their injuries were caused by BLL’s conduct. The litigation will therefore need to proceed through a number of stages before any liability can attach to BLL.

• To the extent that the plaintiffs can establish liability against BLL , it is not possible to quantify what that liability may be , or whether or not that liability will be entirely covered by insurance

• , , .

• BLL is one of the beneficiaries of the approximately US$1 billion captive insurance policy established by the US Congress to protect the City of New York and its contractors against liabilities which may arise from the clean-up.

• Full details of the status of the claim are set out in Lend Lease’s ASX announcements on 15 September 2004, 14 March 2006, 18 October 2006, 17 November 2006, 23 August 2007 and 28 March 2008. These announcements can be accessed on Lend Lease’s website at http://www.lendlease.com.au.

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26

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Appendix B. Foreign Selling Restrictions
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This document does not constitute an offer of securities in any jurisdiction in which it would be unlawful. No action has been taken to permit a general public offer in any jurisdiction.

EUROPEAN ECONOMIC AREA - GERMANY AND THE NETHERLANDS

The information in this document has been prepared on the basis that all offers of New Securities will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities.

An offer to the public of New Securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

• a) to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

• b) to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000;

• c) to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Group or any underwriter for any such offer; or

• d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Securities shall result in a requirement for the publication by the Group of a prospectus pursuant to Article 3 of the Prospectus Directive.

FRANCE

This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers ("AMF"). The New Securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This document and any other offering material relating to the New Securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D.734-1, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the New Securities cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

HONG KONG

WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Securities have not been and will not be offered or sold in Hong Kong by means of any document, other than to “professional investors" (as defined in the SFO). No advertisement, invitation or document relating to the New Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

27

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Appendix B. Foreign Selling Restrictions
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IRELAND

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by the Irish Financial Services Regulatory Authority or any other Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations").

The New Securities have not been offered or sold and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering except to qualified investors (as defined in Regulation 2(1) of the Prospectus Regulations).

The offer does not facilitate participation by the public and accordingly is not an offer for which approval of the Irish Financial Services Regulatory Authority is required under Section 9 of the Unit Trusts Act 1990.

ITALY

The offering of the New Securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and, accordingly, no offering material relating to the New Securities may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 ("Decree No. 58"), other than:

• to Italian qualified investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 ("Regulation no. 1197l") as amended ("Qualified Investors"); and

• in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.

• Any offer, sale or delivery of the New Securities or distribution of any offer document relating to the New Securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

• made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and

• in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

Any subsequent distribution of the New Securities in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such New Securities being declared null and void and in the liability of the entity transferring the New Securities for any damages suffered by the investors.

JAPAN

The New Securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires New Securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of New Securities is conditional upon the execution of an agreement to that effect.

NEW ZEALAND

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand).

The New Securities in the entitlement offer are not being offered or sold to the public in New Zealand other than to existing securityholders of the Group with registered addresses in New Zealand to whom the offer of New Securities is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

New Securities for which entitlements are not taken up may be offered and sold in New Zealand to:

• persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or

• persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Group ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Appendix B. Foreign Selling Restrictions
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NORWAY

This document has not been approved by, or registered with, any Norwegian securities regulator pursuant to the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.

The New Securities may not be offered or sold, directly or indirectly, in Norway except:

• a) to "professional investors" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876);

• b) any natural person who is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and who fulfils two or more of the following: (i) any natural person with an average execution of at least ten transactions in securities of significant volume per quarter for the last four quarters; (ii) any natural person with a portfolio of securities with a market value of at least €500,000; and (iii) any natural person who works, or has worked for at least one year, within the financial markets in a position which presuppose knowledge of investing in securities;

• c) to fewer than 100 natural or legal persons (other than "professional investors", as defined in clauses (a) and (b) above); or

• d) in any other circumstances provided that no such offer of New Securities shall result in a requirement for the registration, or the publication by the Group or an underwriter, of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June 2007.

SINGAPORE

This document has not been registered as a prospectus with the Monetary Authority of Singapore. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Securities may not be circulated or distributed, nor may the New Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the Securities and Futures Act, Chapter 289 (the "SFA")), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

This document has been g iven to y ou on the basis that y ou are an "institutional investor" ( as defined under the SFA ) . In the event that y ou are not an institutional investor , p lease return this document immediatel y . You ma y not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly.

SWEDEN

This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the New Securities be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of New Securities in Sweden is limited to persons who are "qualified investors" (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

SWITZERLAND

The New Securities may not be publicly offered, sold or distributed (directly or indirectly) in Switzerland. No solicitation for investment in the New Securities may be made in Switzerland in any way that could constitute a public offering within the meaning of article 652a of the Swiss Code of Obligations ("CO") or the Swiss Federal Act on Collective Investment Schemes. New Securities may only be offered to institutional investors subject to Swiss or foreign prudential supervision such as banks, securities dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury operations in circumstances such that there is no public offering.

This document does not constitute a public offering prospectus within the meaning of article 652a CO and may not comply with the information standards required thereunder. The Group has not applied for a listing of the New Securities on the SIX Swiss Exchange or any other regulated securities market in Switzerland and, consequently, the information presented in this document does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange. This document is personal to the recipient only and not for general circulation in Switzerland.

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Appendix B. Foreign Selling Restrictions
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UNITED KINGDOM

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Securities. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA). This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of s.21 FSMA) received in connection with the issue or sale of the New Securities has only been communicated, and will only be communicated, in the United Kingdom in circumstances in which s.21(1) FSMA does not apply to the Group.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (a) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"); (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO; or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents

UNITED STATES

This presentation, including the information contained in this disclaimer, is not a prospectus and does not form part of any offer, invitation or recommendation in respect of shares, or an offer, invitation or recommendation to sell, or a solicitation of an offer to buy, shares in the United States or to any person that is, or is acting for the account or benefit of, a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933 (Securities Act)) (U.S. Person). The offer or sale of the securities referred to herein have not been and will not be registered under the Securities Act. The securities referred to herein may not be offered or sold in the United States, or to or for the account or benefit of, any U.S. Person, unless the securities have been registered under the Securities Act or an exemption from the registration requirements under the Securities Act is available. This presentation may not be sent to any investors in the United States or to a U.S. Person (or to any person acting for the account or benefit of a U.S. Person). By accepting this presentation, you acknowledge and agree to be bound by the foregoing limitations.

OTHER JURISDICTIONS

The New Securities may not be offered or sold in any other jurisdiction except to persons to whom such offer or sale is permitted under applicable law.

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