LENDLEASE GROUP — Capital/Financing Update 2020

Apr 27, 2020

Proposed issue of securities

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Announcement Summary

Entity name

LENDLEASE GROUP

Announcement Type

New announcement

Date of this announcement

Tuesday April 28, 2020

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +Security Code +Security Description +securities to be issued LLC FULLY PAID ORDINARY/UNITS STAPLED SECURITIES 20,408,164

+Record date

Monday April 27, 2020

Offer closing date

Tuesday May 26, 2020

+Issue date

Thursday June 4, 2020

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +Security Code	+Security Description	+securities to be issued
LLC	FULLY PAID ORDINARY/UNITS STAPLED SECURITIES	96,938,776

Proposed +issue date

Monday May 4, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

LENDLEASE GROUP

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

32000226228

1.3 ASX issuer code

LLC

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday April 28, 2020

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

LLC : FULLY PAID ORDINARY/UNITS STAPLED SECURITIES

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +Security Code and Description

LLC : FULLY PAID ORDINARY/UNITS STAPLED SECURITIES

Maximum Number of +securities proposed to be issued 20,408,164 Minimum Number of +securities Maximum Number of proposed to be offered to each +securities proposed to be individual +security holder offered to each individual +security holder 102 3,061

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Proposed issue of securities
Minimum subscription $	Maximum subscription $
amount proposed to be offered	amount proposed to be offered
to each individual security	to each individual security
holder	holder
AUD 1,000	AUD 30,000

Purpose of the issue

Please refer to the Investor Presentation announced to the ASX on 28 April 2020.

Offer price details for retail security holders

Issue Currency	Offer Price per +security	Estimated or Actual?
AUD - Australian Dollar	AUD	Estimated

If the Offer Price is not yet known, please provide details about how the Offer Price per +security will be determined?

Under the SPP, the offer price per new stapled security is the lower of:

• $9.80 per new stapled security, being the price paid by institutional investors under the Placement; * a 2% discount to the volume-weighted average price of Lendlease Group stapled securities traded on ASX during the five trading days up to, and including, the SPP closing date, expected to be 26 May 2020; and

• a 2% discount to the last close price at the closing date of the SPP, expected to be 26 May 2020.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Oversubscription & Scale back details

May a scale back be applied to this event? Yes

Provide the scale back details

Lendlease Group may decide to accept applications (in whole or in part) that result in the SPP raising more or less than $200m, in its absolute discretion. Should any scale back be necessary, any scale back arrangements will be made on a pro rata basis to existing securityholdings.

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

Tuesday April 28, 2020

4C.2 +Record date

Monday April 27, 2020

4C.3 Date on which offer documents will be made available to investors

Tuesday May 5, 2020

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4C.4 Offer open date

Tuesday May 5, 2020

4C.5 Offer closing date

Tuesday May 26, 2020

4C.6 Announcement of results

Friday May 29, 2020

4C.7 +Issue date

Thursday June 4, 2020

Part 4D - Listing Rule requirements

• 4D.1 Does the offer under the +securities purchase plan meet the requirements of listing rule 7.2 exception 5 that: the number of +securities to be issued is not greater than 30% of the number of fully paid +ordinary securities already on issue; and

• the issue price of the +securities is at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made?

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• Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Fees and costs incurred by Lendlease Group in connection with the SPP include share registry fees, settlement fees, legal and other external adviser fees and printing and mailing costs.

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Part 4F - Further Information

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4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has security holders who will not be eligible to accept the proposed offer All countries other than Australia and New Zealand.

4F.3 URL on the entity's website where investors can download information about the proposed offer https://www.lendlease.com/investor-centre/

4F.4 Any other information the entity wishes to provide about the proposed offer

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +Security Code and Description

LLC : FULLY PAID ORDINARY/UNITS STAPLED SECURITIES

Maximum Number of +securities proposed to be issued

96,938,776

Purpose of the issue

Please refer to the Investor Presentation announced to the ASX on 28 April 2020.

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 9.80000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Oversubscription & Scale back details

May a scale back be applied to this event? No

Part 7C - Timetable

7C.1 Proposed +issue date

Monday May 4, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

96,938,776

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

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7E.1a Who is the lead manager/broker?

Goldman Sachs Australia Pty Ltd (Goldman Sachs), UBS AG, Australian Branch (UBS) and Morgan Stanley Australia Securities Limited (Morgan Stanley) (together JLMs) are acting as joint lead managers and underwriters to the Placement.

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Lendlease Group has agreed to pay 0.25% of the proceeds of the Placement to the JLMs as a management fee.

7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)?

As above, the JLMs are acting as joint lead managers and underwriters to the Placement.

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

The Placement is fully underwritten by the JLMs.

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

Lendlease Group has agreed to pay 1.4% of the proceeds of the Placement to the JLMs as an underwriting fee. Lendlease Group may, in its absolute discretion, pay to the JLMs an incentive fee of 0.25% of the proceeds of the Placement.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Please refer to Appendix B of the Investor Presentation announced to ASX on 28 April 2020.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Fees and costs incurred by Lendlease Group in connection with the Placement include share registry fees, settlement fees and legal and other external adviser fees.

Part 7F - Further Information

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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