LENDLEASE GROUP — Major Shareholding Notification 2008

Oct 1, 2008

2 October 2008

The Manager Companies Section ASX Limited

The Manager Companies Section New Zealand Exchange Limited

Pages: 24 pages

Dear Sir

Stock Exchange Announcement

Notice of Change of Interests of Substantial Holder

We enclose Notice of Change of Interests of Substantial Holder in Babcock & Brown Communities Group.

Yours faithfully LEND LEASE CORPORATION LIMITED

W HARA Company Secretary

Lend Lease Corporation Limited ABN 32 000 226 228 Level 4, 30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

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

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company name/Scheme ACN/ARSN		BABCOCK & BROWN COMMUNITIES GROUP
1. Details of substantial holder (1)
Name	Lend Lease Corporation Limited
ACN/ARSN (if applicable)	000 226 228
There was a change in the interests of the substantial holder on		October 2008
The previous notice was given to the company on		3 July 2008
The previous notice was dated		3 July 2008

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Fully Paid Stapled Securities	47.379.509	$7.27\%$	132.423.551	$19.39\%$

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
1 October 2008	Lend Lease Corporation Limited	Relevant interest in ordinary fully paid stapled securities under section 608(8) of the Corporations Act 2001	\$25,938,433.42 $$0.61$ per ordinary fully paid stapled security)	42,522,022 ordinary fully paid stapled securities	42,522,022 ordinary fully paid stapled securities
1 October 2008	Lend Lease Corporation Limited	Relevant interest in ordinary fully paid stapled securities under section 608(8) of the Corporations Act 2001	\$23,387,111 (\$0.55 per ordinary fully paid stapled security)	42,522,020 ordinary fully paid stapled securities	42,522,020 ordinary fully paid stapled securities

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Persons entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Lend Lease Corporation Limited	Lend Lease Corporation Limited	Lend Lease Corporation Limited	Beneficial Holder	47,379,509 ordinary fully paid stapled securities	47,379,509 ordinary fully paid stapled securities

Lend Lease Corporation Limited	AGSO Property Pty Ltd as trustee of the B&B Prime Broking Trust	AGSO Property Pty Ltd as trustee of the B&B Prime Broking Trust	Relevant interest in ordinary fully paid stapled securities under section 608(8) of the Corporations	69,133,517 ordinary fully paid stapled securities	604 page 2/2 69,133,517 ordinary fully paid stapled securities	15 July 2001
Lend Lease Corporation Limited	Babcock & Brown Prime Securities Pty Ltd	Babcock & Brown Prime Securities Pty Ltd	Act 2001 Relevant interest in ordinary fully paid stapled securities under section 608(8) of the Corporations Act 2001	15,910,525 ordinary fully paid stapled securities	15,910,525 ordinary fully paid stapled securities

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

. Nature J sociation. - 11

6. Addresses

The addresses of persons named in this form are as follows:

Name	ddress
'Lend Lease Corporation Limited	Level 4, 30 The Bond, 30 Hickson Road
	Millers Point NSW 2000

Signature

print name	William MARA	SCOLEMAY capacity
sign here		2 October 2008 date

$\tilde{Q}$

This and the following 21 pages is the annexure to Form 604 Notice of Change of Interests of Substantial Holder dated 2 October 2008.

W. Hara LAO

Stapled Security Acquisition Agreement

Babcock & Brown International Pty Ltd Lend Lease Corporation Limited

Deutsche Bank Place Corner Hunter and Phillip Streets Sydney NSW 2000 Australia Tel 61 2 9230 4000 Fax 61 2 9230 5333 www.aar.com.au

Copyright Allens Arthur Robinson 2008

Stapled Security Acquisition Agreement Allens Arthur Robinson

Table of Contents

1.		Definitions and Interpretation	3
	1.1	Definitions	3
	1.2	Interpretation	7
	1.3	Knowledge and awareness as to Warranties	7
	1.4	Consents or Approvals	8
	1.5	Method of payment	8
2.		Initial BNB Parcel	8
	2.1	Sale and purchase of Initial BNB Parcel	8
	2.2	Title and property of Initial BNB Parcel	8
3.		Condition Precedent to Initial BNB Parcel	8
	3.1	Condition Precedent to Sale and Purchase of the Initial BNB Parcel	8
	3.2	Finance Party Discussions	9
	3.3	Benefit of the Condition	9
	3.4	Reasonable Endeavours to Satisfy and Notice	9
	3.5	Result of non-satisfaction of Condition	9
4.		Second BNB Parcel	9
	4.1	Sale and purchase of Second BNB Parcel	9
	4.2	Title and property of Second BNB Parcel	10
5.		Conditions Precedent to Second BNB Parcel	10
	5.1	Conditions Precedent to Sale and Purchase of Second BNB Parcel	10
	5.2	Benefit of the Conditions	10
	5.3	Reasonable Endeavours to Satisfy and Notice	10
	5.4	Result of non-satisfaction of Condition	10
6.		No disposal	10
7.		Settlement of the Initial BNB Parcel	11
	7.1	Payment - First Settlement	11
	7.2	The Vendor's obligations at First Settlement	11
	7.3	Interdependence - First Settlement	11
	7.4	Date for First Settlement	12
8.		Settlement of the Second BNB Parcel	12
		8.1 Payment - Second Settlement	12
	8.2	The Vendor's obligations at Second Settlement	12
	8.3	Interdependence - Second Settlement	12
	8.4	Date for Second Settlement	$12 \,$
	8.5	Market Rules to prevail	13
9.		Warranties	13
	9.1	Warranties	13
	9.2	When Warranties given	13
	9.3	Purchaser's investigation	13
	9.4	Construction	13

Stapled Security Acquisition Agreement

-
Allens Arthur Robinson

	9.5	Liabilities indemnity	13
	9.6	Reduction of Purchase Price	13
	9.7	Limitation of Liability	13
10.		Enforceability	14
11.	Assignment
	11.1	No assignment	14
	11.2	Assignment permitted	14
12.	Notices		14
13.	General
	13.1	Costs and Stamp Duty	15
	13.2	No Merger	15
	13.3	Entire Agreement	15
	13.4	Further Assurances	15
	13.5	Waiver	15
	13.6	Governing Law and Jurisdiction	16
	13.7	Counterparts	16
	Schedule		17
	Warranties		17

$\mathbf{r}$ . The $\mathbf{r}$

$\cdot$

l,

Stapled Security Acquisition Agreement

Allens Arthur Robinson

Date	2008 10chber
Parties
1.	Babcock & Brown International Pty Ltd (ACN 108 617 483) of Level 23, 2 Chifley Square, Sydney, NSW, 2000 (the Vendor).
2.	Lend Lease Corporation Limited (ACN 000 226 228) of 30 The Bond, 30 Hickson Road, Millers Point, NSW, 2000 (the Purchaser).
Recitals
A	The Vendor and/or wholly owned subsidiaries of the Vendor are the beneficial owner of the Sale Securities.
B	The Vendor has agreed to procure the sale of the Sale Securities to the Purchaser, and the Purchaser has agreed to buy the Sale Securities, on the terms of this Agreement.
C	The sale and purchase of the Sale Securities will be undertaken in two parcels.

It is agreed as follows.

1. Definitions and Interpretation

$1.1$ Definitions

The following definitions apply unless the context requires otherwise.

ASIC means the Australian Securities and Investments Commission.

ASTC Settlement Rules means the rules of the ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532).

ASX means ASX Limited (ABN 98 008 624 691).

ASX Market Rules means the Market Rules of the ASX as amended or varied from time to time.

BBC means the dual stapled entities known as 'Babcock & Brown Communities Group' comprising the Company and the Trust.

BBCIS means Babcock & Brown Communities Investor Services Limited (ABN 33 080 737 042) as responsible entity for the Trust.

Business Day means a day on which banks are open for business in New South Wales.

CHESS has the meaning given to it in the ASTC Settlement Rules.

CHESS Sub-Register has the meaning given to it in the ASTC Settlement Rules.

Claim means, in relation to a party, a demand, claim, action or proceeding made or brought by or against the party, however arising and whether present, unascertained, immediate, future or contingent.

Common Terms Deed means the document of that title dated 18 December 2007 between, among others, the Company and the Finance Parties.

Company means Babcock & Brown Communities Limited (ACN 010 622 900).

Company Constitution means the constitution of the Company.

Condition means the conditions set out in clause 5.1.

Corporations Act means the Corporations Act 2001 (Cth).

Deutsche Bank Security Interest means a security interest granted to Deutsche Bank under a prime broking agreement dated 12 May 2006 between Deutsche Bank and AGSO Property Pty Ltd.

Dispose means to sell, transfer, assign, create a Security Interest over, declare oneself a trustee of or part with the benefit of or otherwise dispose of a share or other property (or any interest in it or any part of it) including, without limitation, to enter into a transaction which results in a person other than the registered holder of the share or other property:

• $(a)$ acquiring or having any equitable or beneficial interest in the share or other property; or
• $(b)$ acquiring or having any right to receive directly or indirectly any dividends or other distribution or proceeds of disposal payable in respect of the share or other property, or any right to receive an amount calculated by reference to any of them; 0£
• $(c)$ acquiring or having any rights of pre-emption, first refusal or other direct or indirect control over the disposal of the share or other property; or
• $(d)$ acquiring or having any rights of direct or indirect control over the exercise of any voting rights attaching to the share or other property; or
• $(e)$ otherwise acquiring or having legal or equitable rights which have the effect of placing the other person in substantially the same position as if the person had acquired a legal or equitable interest in the share or other property itself,

and dispose includes to enter into an agreement to do any of the matters referred to in this definition.

End Date means the later of 28 February 2009 and the date on which OIO Approval is granted.

Event of Default means an event of default under the Finance Documents.

Finance Document means:

$(a)$ in respect of National Australia Bank Limited and Bank of New Zealand, the facility agreement dated 18 December 2007 between, among others, National Australia Bank Limited, Bank of New Zealand and BBCL and any "Transaction Document" (as that term is defined in the Common Terms Deed);

• $(b)$ in respect of Australia and New Zealand Banking Group Limited and ANZ National Bank Limited, the facility agreement dated 18 December 2007 (as amended and restated by the Deed of amendment dated 10 June 2008 and further amended from time to time) between, among others, Australia and New Zealand Banking Group Limited, ANZ National Bank Limited and BBCL and any "Transaction Document" (as that term is defined in the Common Terms Deed); and
• in respect of Commonwealth Bank of Australia, the facility agreement dated 18 $(c)$ December 2007 between, among others, Commonwealth Bank of Australia and BBCL and any "Transaction Document" (as that term is defined in the Common Terms Deed).

First Notes has the meaning given to it in the Implementation Agreement.

Finance Parties means National Australia Bank Limited, Bank of New Zealand, Australia and New Zealand Banking Group Limited, ANZ National Bank Limited and Commonwealth Bank of Australia.

Finance Undertaking means each of the undertakings described in section 2 (General Undertakings) of schedule 3 of the Common Terms Deed.

First Settlement means the completion by the parties of the sale and purchase of the Initial BNB Parcel under this Agreement as provided in clause 7.

First Settlement Date means the date on which First Settlement occurs under this Agreement as provided in clause 7.4.

Government Agency means:

• a government or government department or other body; $(a)$
• a governmental, semi-governmental or judicial person; or $(b)$
• $(c)$ a person (whether autonomous or not) who is charged with the administration of a law.

Implementation Agreement means the agreement so titled between the Company, BBCIS and the Purchaser.

Initial BNB Parcel means 42,522,022 Stapled Securities in which the Vendor has a relevant interest.

Internalisation Agreement means the agreement of that name dated 28 August 2008 entered into by Babcock & Brown International Pty Limited, Babcock & Brown Communities Management Pty Limited, BBCIS and the Company.

Liabilities means Claims, losses, liabilities, costs or expenses of any kind and however arising, including penalties, fines and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.

Listing Rules means the listing rules of ASX with any modification or waivers which ASX may grant.

Obligor has the meaning given to that term in the Common Terms Deed.

OIO Approval means the consent in writing of the New Zealand Overseas Investment Office to the acquisition by the Purchaser of the Second BNB Parcel.

Potential Event of Default has the meaning given to that term in the Common Terms Deed.

Purchase Price means, in respect of the Initial BNB Parcel 61 cents (\$0.61) for each Stapled Security and in respect of the Second BNB Parcel 55 cents (\$0.55) for each Stapled Security.

RBD Convertible Notes has the meaning given to that term in the Implementation Agreement.

Related Body Corporate has the meaning given to that term in the Corporations Act.

Review Event has the meaning given to that term in the Common Terms Deed.

Sale Securities means the Initial BNB Parcel and the Second BNB Parcel.

Security Interest includes any mortgage, pledge, lien or charge or any security or preferential interest or arrangement of any kind or any other right of, or arrangement with, any creditor to have its claim satisfied in priority to other creditors with, or from the proceeds of, any asset.

Second BNB Parcel means 42,522,020 Stapled Securities in which the Vendor has a relevant interest less any Stapled Securities Disposed of pursuant to clause 6(c).

Second Completion means the issue to Lend Lease Corporation Limited of 214,100,000 Stapled Securities on the terms and conditions of the Implementation Agreement.

Second Settlement means the completion by the parties of the sale and purchase of the Second BNB Parcel under this Agreement as provided in clause 8.

Second Settlement Date means the date on which Second Settlement occurs under this Agreement as provided in clause 8.4.

Sponsoring Participant means the Participant or Issuer (as defined in the ASTC Settlement Rules) that sponsors the Vendor's participation in CHESS.

Stapling Deed means the deed dated 26 July 2007 between BBCIS and the Company which sets out the terms and conditions of the relationship between the Trust and the Company whiles Stapled Securities are on issue.

Stapled Securities means fully paid ordinary shares in the Company stapled to fully paid units in the Trust.

Transfer and RE Replacement Agreement means the agreement so entitled between the Vendor and the Purchaser.

Trust means Babcock & Brown Communities Trust (ARSN 124 896 733).

Trust Constitution means the constitution of the Trust.

Warrantles means the representations, warranties, undertakings and other obligations of the Vendor of whatever kind contained in this Agreement.

$1.2$ Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

• The singular includes the plural, and the converse also applies. $(a)$
• A gender includes all genders. (b)
• If a word or phrase is defined, its other grammatical forms have a corresponding $(c)$ meaning.
• $(d)$ A reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity.
• $(e)$ A reference to a clause or schedule is a reference to a clause of or a schedule of this Agreement.
• A reference to an agreement or document (including a reference to this $(f)$ Agreement) is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other agreement or document.
• A reference to writing includes any method of representing or reproducing words, $(g)$ figures, drawings, or symbols in a visible or tangible form.
• $(h)$ A reference to a party to this Agreement or another agreement or document includes the party's successors, permitted substitutes and permitted assigns (and, where applicable, the party's legal personal representatives).
• $(i)$ A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
• A reference to dollars and $\oint$ is to Australian currency. (j)
• $(k)$ A reference to unenforceable includes a party not being able to rely on its rights or perform its obligations for any reason whatsoever.
• Mentioning anything after includes, including, for example, or similar expressions, $\bf{0}$ does not limit what else might be included.
• $(m)$ Nothing in this Agreement is to be interpreted against a party solely on the ground that the party put forward this Agreement or any part of it.

$1.3$ Knowledge and awareness as to Warranties

Any statement made by the Vendor on the basis of its knowledge or awareness is made on the basis that the Vendor has, in order to establish that the statement is true and not misleading in any respect:

• $(a)$ made all reasonable enquiries of the officers, employees and other persons who could reasonably be expected to have information relevant to the matters to which the statement relates; and
• $(b)$ where those enquiries would have prompted a reasonable person to make further enquiries, made those further enquiries,

and that, as a result of those further enquiries, the Vendor has no reason to doubt that the statement is true and not misleading in any respect.

$1.4$ Consents or Approvals

If the doing of any act, matter or thing under this Agreement is dependent on the consent or approval of a party or is within the discretion of a party, the consent or approval may be given or the discretion may be exercised conditionally or unconditionally or withheld by the party in its absolute discretion.

$1.5.$ Method of payment

All payments required to be made under this Agreement must be tendered at the recipient's option either by:

• $(a)$ drafts or cheques drawn by a bank as defined in the Banking Act 1959 (Cth); or
• Ф) by way of direct transfer of immediately available funds to the bank account nominated in writing by the party to whom the payment is due.

$2.$ Initial BNB Parcel

$2.1$ Sale and purchase of Initial BNB Parcel

The Vendor will procure the sale of the Initial BNB Parcel free from all Security Interests and the Purchaser buys the Initial BNB Parcel on the terms set out in this Agreement.

$2.2$ Title and property of Initial BNB Parcel

• Until First Settlement, full beneficial interest in the Initial BNB Parcel remains $(a)$ solely with the Vendor and/or its wholly owned subsidiaries; and
• $(b)$ Subject to the provisions of this Agreement, title to and property in the Initial BNB Parcel passes to the Purchaser or its nominee with effect from First Settlement.

3. Condition Precedent to Initial BNB Parcel

$3.1$ Condition Precedent to Sale and Purchase of the Initial BNB Parcel

The obligations of the parties under clauses 2.1 and 2.2 and on First Settlement are subject to and conditional on BBCL and BBCIS having each received within seven Business Days of the date of this Agreement (or such later date as the parties to the Implementation Agreement agree) such consents, which if conditional may only be subject to conditions which are acceptable to the Purchaser acting reasonably, from each Finance Party as may be required to ensure that the entry into of the transactions contemplated by this Agreement, the Transfer and RE Replacement Agreement, and the Implementation Agreement do not constitute an Event of Default, Potential Event of Default or Review Event under the Finance Documents or a breach of any Finance Undertaking by an Obligor. Such consents from each Finance Party are subject to the discussions that Lend Lease will have with the Finance Parties in respect of the application of the proceeds of sale of any BBC assets following Second Completion at LLC's or BBC's (in the case of

redemption within the first two years) election, being firstly applied in the redemption of the First Notes and/or the RBD Convertible Notes.

$3.2$ Finance Party Discussions

For the purposes of clause 3.1, the Purchaser acknowledges that the following matters will form part of the discussions with the Finance Parties and will be reasonably considered by the Purchaser:

• $(a)$ the grant of security over any of BBC's assets in favour of the Finance Parties;
• $(b)$ the repayment by BBC to the Finance Parties of part of its indebtedness; and
• $(c)$ the application of a part of the net proceeds received by BBC from the orderly disposal of assets in reducing indebtedness to the Finance Parties.

$3.3$ Benefit of the Condition

The condition in clause 3.1 is solely for the benefit of the Purchaser and may only be waived by the Purchaser if it simultaneously waives the condition precedent in clause 2.1(c) of the Transfer and RE Replacement Agreement.

$3.4$ Reasonable Endeavours to Satisfy and Notice

• $(a)$ The Purchaser must use all reasonable endeavours to fulfil the condition in clause 3.1 to the extent it is in their power to do so.
• $\mathbf{b}$ Each party must promptly notify the other party of the satisfaction or waiver of the condition in clause 3.1 and must keep the other party informed of any material developments of which it becomes aware in relation to the satisfaction of the condition in clause 3.1 (including without limitation that the condition in clause 3.1 cannot be satisfied).

$3.5$ Result of non-satisfaction of Condition

If the condition in clause 3.1 is not satisfied or waived, then all rights and obligations under this Agreement (which have not yet been performed) other than:

• $(a)$ clause 1, 9, 10, 11, 12 and 13; and
• $(b)$ rights that accrue before that date,

terminate on the day which is seven Business Days after the date of the Agreement or such other date as the parties to the Implementation Agreement may agree under clause 3.1.

Second BNB Parcel 4.

4.1 Sale and purchase of Second BNB Parcel

Subject to clause 5, the Vendor will procure the sale of the Second BNB Parcel free from all Security Interests and the Purchaser buys the Second BNB Parcel on the terms set out in this Agreement.

$4.2$ Title and property of Second BNB Parcel

• Until Second Settlement, full beneficial interest in the Second BNB Parcel remains $(a)$ solely with the Vendor and/or its wholly owned subsidiaries; and
• $(b)$ subject to clause 5 and the provisions of this Agreement, title to and property in the Second BNB Parcel passes to the Purchaser or its nominee with effect from Second Settlement.

Conditions Precedent to Second BNB Parcel 5.

5.1 Conditions Precedent to Sale and Purchase of Second BNB Parcel

The obligations of the parties under clauses 4.1 and 4.2 and on Second Settlement are subject to and conditional on the occurrence of:

• Second Completion; and $(a)$
• the due passage at a general meeting of all resolutions required to be passed by $(b)$ the holders of the Stapled Securities under the Corporations Act, the Listing Rules, the Company Constitution and the Trust Constitution approving of the acquisition by the Purchaser of the Second BNB Parcel.

$5.2$ Benefit of the Conditions

The Conditions are solely for the benefit of the Purchaser and may only be waived by the Purchaser.

$5.3$ Reasonable Endeavours to Satisfy and Notice

• The parties must use all reasonable endeavours to fulfil the Conditions to the $(a)$ extent it is in their power to do so.
• Each party must promptly notify the other party of the satisfaction or waiver of a $(b)$ Condition and must keep the other party informed of any material developments of which it becomes aware in relation to the satisfaction of a Condition (including without limitation that a Condition cannot be satisfied).

5.4 Result of non-satisfaction of Condition

If the Conditions are not satisfied or waived on or before the End Date then all rights and obligations under this Agreement (which have not yet been performed) other than:

• $(a)$ clause 1, 9, 10, 11, 12 and 13;
• $(b)$ rights that accrue before that date,

terminate on the day after the End Date.

6. No disposal

Until the earlier of satisfaction of the Condition in clause 5.1(b) or the date that is $(a)$ three months after the date of this agreement, the Vendor must procure that there is no Disposal of any Sale Securities other than in accordance with this Agreement.

• $(b)$ Subject to the satisfaction of the Condition in clause 5.1(b), the Vendor must procure that from that time until the End Date, there is no Disposal of any Sale Securities other than in accordance with this Agreement or pursuant to clause 6(c).
• $(c)$ If the Condition in clause 5.1(b) is not satisfied before the date that is three months after the date of this Agreement, the Vendor and/or its wholly owned subsidiaries shall be free to Dispose of any Sale Securities.

$\mathbf{7}$ Settlement of the Initial BNB Parcel

$7.1$ Payment - First Settlement

On First Settlement, the Purchaser must pay or procure payment to the Vendor or as the Vendor directs the amount of 61 cents (\$0.61) for each Stapled Security in the Initial BNB Parcel.

$7.2$ The Vendor's obligations at First Settlement

At First Settlement the Vendor must:

• procure ownership of all the Stapled Securities in the Initial BNB Parcel is given to $(a)$ the Purchaser or its nominee free from any Security Interest; and
• $(b)$ provide to the Purchaser or its nominee, if necessary, all relevant CHESS details for the relevant Stapled Securities, including:
• $(i)$ if the shares are on an Issuer Sponsored Sub-Register, a copy of the Vendor's Issuer Sponsored Statement showing the holding of the Initial BNB Parcel and its SRN and a copy of its written instructions to the Company and the responsible entity of the Trust to permit the delivery of the Initial BNB Parcel Sale Securities to the Purchaser or its nominee; or
• $(ii)$ if the shares are on a CHESS Sub-Register, the Vendor's HIN and a copy of its written instructions to its Sponsoring Participant to permit the delivery of the Initial BNB Parcel to the Purchaser or its nominee:
• $(c)$ procure performance of all that is required by the Vendor under the ASTC Settlement Rules and the ASX Market Rules to enable the Initial BNB Parcel to be acquired by the Purchaser or its nominee on the First Settlement Date; and
• $(d)$ deliver to the Purchaser or its nominee evidence that all Security Interests over the Initial BNB Parcel have been released including the Deutsche Bank Security Interest.

$7.3$ Interdependence -- First Settlement

The requirements of clauses 7.1 and 7.2 are interdependent and must be carried out contemporaneously. No delivery or payment will be deemed to have been made until all deliveries and payments have been made.

$7.4$ Date for First Settlement

Settlement of the sale and purchase of the Initial BNB Parcel will take place on a "T plus 3" basis in accordance with the ASX Market Rules (where "I" is the date the condition in clause 3.1 is satisfied).

8. Settlement of the Second BNB Parcel

8.1 Payment - Second Settlement

On Second Settlement, the Purchaser must pay or procure payment to the Vendor or as the Vendor directors the amount of 55 cents (\$0.55) for each Stapled Security in the Second BNB Parcel.

8.2 The Vendor's obligations at Second Settlement

At Second Settlement the Vendor must:

• procure ownership of all the Stapled Securities in the Second BNB Parcel is given $(a)$ to the Purchaser or its nominee free from any Security Interest; and
• provide to the Purchaser or its nominee, if necessary, all relevant CHESS details for $(b)$ the relevant Stapled Securities, including:
• $(i)$ if the shares are on an Issuer Sponsored Sub-Register, a copy of the Vendor's Issuer Sponsored Statement showing the holding of the Second BNB Parcel and its SRN and a copy of its written instructions to the Company and the responsible entity of the Trust to permit the delivery of the Second BNB Parcel Sale Securities to the Purchaser or its nominee; or
• if the shares are on a CHESS Sub-Register, the Vendor's HIN and a copy of $(ii)$ its written instructions to its Sponsoring Participant to permit the delivery of the Second BNB Parcel to the Purchaser or its nominee;
• procure performance of all that is required by the Vendor under the ASTC $(c)$ Settlement Rules and the ASX Market Rules to enable the Second BNB Parcel to be acquired by the Purchaser or its nominee on the Second Settlement Date; and
• $(d)$ deliver to the Purchaser or its nominee evidence that all Security Interests over the Second BNB Parcel have been released including the Deutsche Bank Security Interest.

8.3 Interdependence - Second Settlement

The requirements of clauses 8.1 and 8.2 are interdependent and must be carried out contemporaneously. No delivery or payment will be deemed to have been made until all deliveries and payments have been made.

8.4 Date for Second Settlement

Settlement of the sale and purchase of the Second BNB Parcel will take place on a "T plus 3" basis in accordance with the ASX Market Rules (where "I" is the date the Conditions are satisfied).

8.5 Market Rules to prevail

To the extent of any inconsistency with the ASX Market Rules and this Agreement, the ASX Market Rules will prevail.

9. Warranties

$9.1$ Warranties

Each party acknowledges that the other party has executed this Agreement and agreed to take part in the transactions that it contemplates in reliance on the representation and warranties that are made or repeated by it in Schedule 1.

$9.2$ When Warranties given

Each of the Warranties:

• $(a)$ is given as at the date of this Agreement and as at the time immediately before the First Settlement in respect of the Initial BNB Parcel and Second Settlement in respect of the Second BNB Parcel; and
• will remain in full force and effect after the First Settlement in respect of the Initial $(b)$ BNB Parcel and the Second Settlement in respect of the Second BNB Parcel.

$9.3$ Purchaser's investigation

The Warranties are not limited in any way by information gathered by the Purchaser, its advisers or representatives.

$9.4$ Construction

Each Warranty is to be constructed independently of the others and is not limited by reference to any other Warranty.

$9.5$ Liabilities indemnity

The Vendor must indemnify the Purchaser against all Liabilities which may be incurred by the Purchaser as a result (directly or indirectly) of a breach of any of the Warranties or any provision of this Agreement.

$9.6$ Reduction of Purchase Price

Any amount payable by the Vendor to the Purchaser for a breach any Warranty and any payment received by the Purchaser under clause 9.5 will be treated as a reduction of the Purchase Price.

$9.7$ Limitation of Liability

The Liability of the Vendor arising from a breach of any Warranty or a Claim under the indemnity in clause 9.5 is limited to an amount equal to the aggregate Purchase Price actually paid by the Purchaser to the Vendor as at the time of any Claim made by the Vendor.

10. Enforceability

If any provision of this Agreement is void, illegal or unenforceable in any jurisdiction, the Vendor may re-acquire the Sale Securities using the same settlement methods in clauses 7 and 8 at the same price set out in clause 7.1 and 8.1.

11. Assignment

$11.1$ No assignment

Subject to clause 11.2, neither party can assign, charge, encumber or otherwise deal with any rights or obligations under this Agreement, or attempt, or purport to do so, without the prior written consent of the other party.

$11.2$ Assignment permitted

The Purchaser may grant a Security Interest over any or all of its right, title and interest in this Agreement if the enforcement of the Security Interest is subject to compliance with the restrictions set out in clause 11.1.

$12.$ Notices

Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:

• must be in writing and signed by the sender or a person duly authorised by the $(a)$ sender:
• must be addressed and delivered to the intended recipient at the address or fax (b) number below or the address or fax number last notified by the intended recipient to the sender after the date of this Agreement:
• Babcock & Brown International Pty Ltd to the Vendor: Level 23, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Attention: Secretary Fax No: +61 2 9231 6519 And copied to Chang, Pistelli & Simmons Corporate Lawyers: Level 13 95 Pitt Street Sydney NSW 2000 Fax number: +61 2 8922 8088 Attention: Danny Simmons and Lance Sacks

$(1)$

(ii)	to the Purchaser:	Lend Lease Corporation Limited
		30 The Bond
		30 Hickson Road
		Millers Point NSW 2000, Australia
		Attention: William Hara, Group General Counsel.
		Fax No: +612 9252 2192

$(c)$ will be taken to be duly given or made when delivered, received or left at the above fax number or address. If delivery or receipt occurs on a day which is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be taken to have been duly given or made at the commencement of business on the next business day in that place.

$13.$ General

$13.1$ Costs and Stamp Duty

Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement. All stamp duty (including fines, penalties and interest) which may be payable on or in connection with this Agreement and any instrument executed under or any transaction evidenced by this Agreement must be borne by the Purchaser.

$13.2$ No Merger

The rights and obligations of the parties will not merge on the settlement of any transaction contemplated by this Agreement. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing a transaction.

$13.3$ Entire Agreement

This Agreement contains the entire agreement between the parties with respect to its subject matter. It sets out the only conduct relied on by the parties and supersedes all earlier conduct and prior agreements and understandings between the parties in connection with its subject matter.

$13.4$ Further Assurances

Each party must do anything (including executing agreements and documents) necessary to give full effect to this Agreement and the transactions contemplated by it.

$13.5$ Waiver

No failure to exercise nor any delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

$13.6$ Governing Law and Jurisdiction

This Agreement is governed by the laws of New South Wales. Each party submits to the jurisdiction of courts exercising jurisdiction there, and waives any right to claim that those courts are an inconvenient forum.

$13.7$ Counterparts

.

This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

Schedule

Warranties

The Vendor represents and warrants that each statement below is true, complete and accurate:

• the Vendor and/or its wholly owned subsidiaries are the sole beneficial owner of $(a)$ the Sale Securities;
• the Vendor has full right to direct the sale of the Sale Securities free from any $(b)$ Security Interest or third party interest (other than the Deutsche Bank Security Interest);
• neither it nor any of its wholly owned subsidiaries have disposed of, agreed to $(c)$ dispose of, or granted any option to any person to purchase any of the Sale Securities or any interest in any of the Sale Securities.
• $(d)$ it is a company limited by shares under the Corporations Act;
• $(e)$ it has full legal capacity and power to enter into this Agreement and to carry out the transactions that it contemplates;
• (f) it has taken all corporate action that is necessary or desirable to authorise its entry into this document and its carrying out the transactions that it contemplates;
• it holds all authorisations that are necessary for it to: $\bf (g)$
• $(i)$ execute this Agreement and to carry out the transactions that it contemplates; or
• $(ii)$ ensure that this Agreement is legal, valid, binding on it and admissible in evidence.

and it is complying with any conditions to which any of these authorisations are subject;

• this Agreement constitutes its legal, valid and binding obligations , enforceable $(h)$ against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration;
• $(i)$ neither its execution of this Agreement nor the carrying out by it of the transactions that it contemplates, does or will:
• contravene any law to which it or any of its property is subject or any order $(i)$ of any Government Agency that is binding on it or any of its property;
• $(ii)$ contravene any authorisation;
• $(iii)$ contravene any undertaking or instrument binding on it or any of its property; or

• $(iv)$ contravene its constitution;

• $\omega$ as far as it is aware, no litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending, or to the knowledge of any of its officers after due inquiry, threatened which, if adversely decided, could have a material adverse effect on its ability to perform its obligations under this Agreement;

• $(k)$ it has not:
• $(i)$ gone into liquidation nor passed a winding-up resolution nor received a deregistration notice or applied for deregistration under the Corporations Act;
• $(ii)$ had a petition or other process for winding-up presented or threatened against it and there are no circumstances justifying such a petition or process;
• $(iii)$ had a writ of execution issued against it;
• $(iv)$ had a receiver or receiver and manager appointed to any part of its undertakings or assets; and
• had any similar event or action to those in paragraph (k)(i) to (k)(iv) above $(v)$ occur or apply under the relevant foreign legislation applicable to the Vendor; and
• $\bf{0}$ it is not entering into this Agreement as trustee of any trust or settlement.
• The Purchaser represents and warrants that each statement below is true, complete $(m)$ and accurate:
• it is a company that is duly incorporated under the Corporations Act; $\bf{a}$
• $(ii)$ it has full legal capacity and power to enter into this Agreement and to carry out the transactions that it contemplates;
• $(iii)$ it has taken all corporate action that is necessary or desirable to authorise its entry into this document and its carrying out the transactions that it contemplates;
• $(iv)$ it holds all authorisations that are necessary for it to:
  • execute this Agreement and to carry out the transactions that it $(A)$ contemplates; or
  • (B) ensure that this Agreement is legal, valid, binding on it and admissible in evidence,

and it is complying with any conditions to which any of these authorisations are subject:

$(n)$ this Agreement constitutes its legal, valid and binding obligations , enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to any necessary stamping or registration;

• neither its execution of this Agreement nor the carrying out by it of the $(0)$ transactions that it contemplates, does or will:
• contravene any law to which it or any of its property is subject or any order $(i)$ of any Government Agency that is binding on it or any of its property;
• $(ii)$ contravene any authorisation;
• $(iii)$ contravene any undertaking or instrument binding on it or any of its property; or
• $(iv)$ contravene its constitution;
• as far as it is aware, no litigation, arbitration, mediation, conciliation or $(p)$ administrative proceedings are taking place, pending, or to the knowledge of any of its officers after due inquiry, threatened which, if adversely decided, could have a material adverse effect on its ability to perform its obligations under this Agreement;
• it has not: $(q)$
• gone into liquidation nor passed a winding-up resolution nor received a $\Omega$ deregistration notice or applied for deregistration under the Corporations Act;
• $(ii)$ had a petition or other process for winding-up presented or threatened against it and there are no circumstances justifying such a petition or process;
• $(iii)$ had a writ of execution issued against it; and
• $(iv)$ had a receiver or receiver and manager appointed to any part of its undertakings or assets; and
• it is not entering into this Agreement as trustee of any trust or settlement. $(r)$

HER

Each attorney executing this Agreement states that he or she has no notice of the revocation or suspension of his or her power of attorney.

Executed in Sydney.

Executed by Babcock & Brown International Pty Limited by its duly authorised attorney under a power of

2008 attorney dated: 1 02 ber Attorney Signature

$\blacksquare$ T

Print Name

L

GIULA

Grilip Witness PIPEL CEMMA

Print Name

Executed by Lend Lease Corporation Limited: by its duly authorised attorney under a power of attorney dated: $1/\sqrt{6\pi}$

Attorney Signature

WILLIAM HARA

Print Name

EMPipi

Witness

$GETNA$ PIPER

Print Name