LENDLEASE GROUP — M&A Activity 2007

Mar 13, 2007

14 March 2007

The Manager Companies Section Australian Stock Exchange Limited

The Manager Companies Section New Zealand Stock Exchange Limited

Pages: Two (2) pages

Dear Sir

Stock Exchange Announcement

Takeover bid by Lend Lease Funds Management Limited ACN 000 335 473 (as trustee of the LLREP2 Motor Inns Trust) (LLFM) for Sundowner Motor Inns Limited (Sundowner)

Form 6021 - Notice of compulsory acquisition following takeover bid

We enclose, by way of a Form 6021 pursuant to subsection 661B(1)(a) of the Corporations Act 2001 (Cth), a notice of compulsory acquisition for LLFM's off-market takeover bid for all the remaining ordinary shares in Sundowner.

Yours faithfully LEND LEASE CORPORATION LIMITED

S. Shanpe

SJ SHARPE Company Secretary

Telephone +612 9236 6111
Facsimile +612 9252 2192 www.fendlease.com

The ASIC registered agent number lodging party or agent name Office, level, building name or Level 38, MLC Centre PO Box No. street number & name	1652 Freehills Martin Place
suburb/city	Sydney	state/territory NSW	postcode
telephone	2000 +61 2 9225 5000
facsimile	+61 2 9322 4000			$\Box$ ASS.	REQ-AQ
DX Number	361 Sydney suburb/city Sydney			! саѕн.⊡	REQ-P LI
Reference	PM:JOF:31			PROC. 1

Australian Securities & Investments Commission

form 6021

Notice of compulsory acquisition following takeover bid

Corporations Act 2001 661B(1)(a)

To Sundowner shareholders (1)

Ordinary shares of Sundowner Motor Inns Limited ACN 078 847 784 (2) ("the Company").

• 1. Under an Off Market Bid offers were made by Lease Funds Management Limited (in its capacity as trustee of the LLREP2 Motor Inns Trust) (3) in respect of the acquisition of all the ordinary shares (4) in the Company. The offers closed at 7.00pm Sydney time on 12 March 2007 (5)
• You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, 2. but have not accepted the takeover offer.
• The bidder hereby gives you notice under subsection 661B(1) of the Corporations Act 2001 ('the Act") that the 3. bidder has become entitled pursuant to subsection 661A(1) of the Act to compulsorily acquire your securities and desires to acquire those securities.
• 1. Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to.
• 1. Under section 661E of the Act, you have the right, within one month after being given* this notice or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, to apply to the Court for an order that the securities not be compulsorily acquired.
• The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid 6. immediately before "this notice was given/the end of the offer period.
• $7.$ Unless on application made by you under section 661E within one month after being given* this notice (as referred to in paragraph 6 of the notice) or within 14 days after being given a statement under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, the Court otherwise orders, the bidder must comply with paragraph 7 of this notice.

Signature	print name sign here	$E_{11}$ Wells		capacity date		/2007
			DIRECTIONS
		Name and address of holder. (1)
		(2) Name of target company or body.
		Name of bidder. (3)
		Insert description of class of securities to which the bid related. (4)
		insert date offers closed or are scheduled to close. (5)
	(6) Insert paragraph 5 only where alternative terms are included in the offer.
		Insert details of alternative terms. (7)
		Set out the terms that will apply. (8)

*Section 661B(3) of the Corporations Act deems a notice sent by post to be given 3 days after it is posted. This notice was posted on the date of this notice or on the following business day.