LENDLEASE GROUP — Major Shareholding Notification 2009

Feb 15, 2009

			604 page 1 / 2 15 July 200
		Form 604 Corporations Act 2001 Section 671B
		Notice of change of interests of substantial holder
To Company Name/Scheme		LEND LEASE CORPORATION LIMITED
ACN/ARSN		32 000 226 228
Details of substantial holder(1) 1.
Name		LL EMPLOYEE HOLDINGS CUSTODIAN PTY LIMITED
ACN/ARSN (if applicable)	53 081 516 341
There was a change in the interests of the Substantial holder on		11 / 02 / 09
The previous notice was given to the company on		$_21$ $_11$ $_05$ $_$
The previous notice was dated		$_21$ $_11$ $_05$

Previous and present voting power $2.$

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 r

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
	Refer Attached Annexure "А'
Ordinary	38,903,525	9.75%	36,469,535	8.04%

Changes in relevant interests 3.

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

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
	Refer Attached Annexure 471

Present relevant interests 4.

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	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
	Refer Attached Annexure \$6,510

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:

Name and $\sqrt{N}$ M/Apen $\approx$ Lable). -------	----------- --------------------------------------- 'ation Nat lire _____
------------
-------

Addresses ĥ.

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

Name __ ---------------------------------------	Address -------------
Refer Attached Annexure "D" ______ ---------
------ ----------- STATISTICS	---------------------------------------

Signature

Print name ROSS DOWNIE	capacity	Secretary
Sign here	date	12,02,2009

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of $(1)$ an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of:

$(6)$

• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any a. document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to $_b$ which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

LL Employee Holdings Custodian Pty Limited ("LLEHC") - ACN 081 516 341

Notice of change in interests of substantial holder - Form 604 - 12 February 2009

Annexure A

Previous and present voting power:-

Lend Lease Corporation Issued Share Capital as at 11 February 2009:

		Previous notice - 21/11/2005		Present notice - 12/02/2009
Class of securities	Entity		Person's votes" Voting power (note 1		Person's votes" Voting power (note 1
Ordinary	LL Employee Holdings Custodian Pty Limited	38,903,525	9.75%	36.469.535	8.04%
	as custodian for:
	The trustees of the Lend Lease Employee Share Acquistion Plan	11,016,642	2.76%	8,710,426	1.92%
	trustee of the Trust EIT Custodian Pty Limited ACN 068 675 025 as Lend Lease Employee Investment	1,687,047	2.93%	11,616,163	2.56%
	The trustees of the Lend Lease Retirement Benefit Fund	14,914,384	3.74%	14,914,384	3.29%
	Staff Shares Pty Limited ACN 000 328 049 as trustee of the Scheme Lend Lease Group 1979 Staff Share	7,325	0.00%	7325	0.00%
	ESAP (UK) Trustee Limited as trustee of the	1,278,127	$0.32\%$	1,221,237	0.27%
	Lend Lease Corporation Limited Employee Share Trust

Note 1 - The Lend Lease shares are held by LLEHC as custodian for the various trustees (detailed above) under custodian agreements. Under the custodian agreements LLEHC must act in accordance with the instructions of the relevant trustees as to voting.

8.04%

36,469,535

9.75%

38.903.525

453,865,674

LL Employee Holdings Custodian Pty Limited ("LLEHC") - ACN 081 516 341

Notice of change in interests of substantial holder - Form 604 - 12 February 2009

Annexure B

Changes in relevant interests:-

Lend Lease Corporation Issued Share Capital as at 11 February 2009:

453,865,674

		Previous notice - 21/11/2005		Present notice - 12/02/2009		Change in voting	Change in voting
Class of securities Entity		Person's votes	Voting power	Person's votes	Voting power	Securities	Power
Ordinary	Lt. Employee Holdings Custodian Pty Limited	38,903,525	9.75%	36,469,535	8.04%	2,433,990	1719
	as custodian for-
	Acquistion Plan The trustees of the Lend Lease Employee Share A	1,016,642	2.76%	8,710,426	1.92%	$-2,306,216$	-0.84%
	EIT Custodian Ply Limited ACN 068 675 025 as trustee of the Lend Lease Employee Investment Trust	1,687,047	2.93%	1,616,163	2.56%	$-70,884$	0.379
	The trustees of the Lend Lease Retirement Benefit Fund	14,914,384	3.74%	4,914,384	3.29%		$-0.45$
	Staff Shares Pty Limited ACN 000 328 049 as trustee of the Lend Lease Group1979 Staff Share Scheme	7,325	1,00%	7,325	0.00%		0.00°
	ESAP (UK) Trustee Limited as trustee of the	1,278,127	0.32%	1,221,237	0.27%	-56,890	-0.059
	Lend Lease Corporation Limited Employee Share Trust
		38,903,525	9.75%	36,469.535	8.04%	$-2,433,990$	-1719

Note 1 - The Lend Lease shares are held by LLEHC as custodian for the various trustees (detailed above) under custodian agreements. Under the custodian agreements
LLEHC must act in accordance with the instructions of the r

Note 2 - Particulars of each change in the relevant interest of each Lease employee benefit vehicle since the last substantial holding notice to the company are set out in the attached schedules.
The nature of these vehicl

(1) Transfers of share to terminating members
(2) Purchase of shares with company subscriptions
(3) Sale of shares to fund termination payments to beneficiaries
(4) Sale of shares to market
(5) Participation in the Lend Le

In addition, the following Lend Lease Corporation events have also caused changes in the relevents:
(1) other adjustments due to the Lend Lease Corporation issued capital including but not limited to allocations under the

0:04 AM 12/02/2009

llehcsubsholderannexureAfebruary2009.xls Annexure B

LL Employee Holdings Custodian Pty Limited ("LLEHC") - ACN 081 516 341

Notice of change in interests of substantial holder - Form 604 - 12 February 2009

Annexure C

Present relevant interests

Lend Lease Corporation Issued Share Capital as at 11 February 2009:

453 865,674

		Persons entitled to	Nature of	Class and number [Person's votes		l Voting power (note 1)
Holder of the relevant Interest	Registered Holder of the Securities	be registered	relevant interest	of securities	No. Shares	as % of total issued shares
LL Employee Holdings Custodian Pty Limited as custodian for:	LL Employee Holdings Custodian Pty Limited	ž	See note 2	Class-ordinary	36,469,535	8.04%
			below
The trustees of the Lend Lease Employee Share Acquistion Plan					8,710,426	1.92%
EIT Custodian Pty Limited ACN 068 675 025 as trustee of the Lend Lease Employee Investment Trust					11,616,163	2.56%
The trustees of the Lend Lease Retirement Benefit Fund					14,914,384
Staff Shares Pty Limited ACN 000 328 049 as trustee of the Lend Lease Group 1979 Staff Share Scheme					7.325	3.29%
ESAP (UK) Trustee Limited as trustee of the					1,221,237	0.27%
Lend Lease Corporation Limited Employee Share Trust
					36 469 535	R N4%

Note 1 - The Lend Lease shares are held by LLEHC as custodian for the various trustees (detailed above) under custodian agreements. Under the custodian agreements
LLEHC must act in accordance with the instructions of the r

Note 2 - On the dates shown the shares of the following Lend Lease employee benefit vehicles were transferred to LLEHC under custodian agreements.
LLEHC must act in accordance with the instructions of the relevant trustees Lend Lease Employee Share Acquistion Plan (19/06/98)

Lend Lease Employee Investment Trust (19/06/98) Lend Lease Retirement Benefit Fund (19/06/98) ESAP (UK) Trustee Limited (23/08/99) Staff Shares Pty Limited (17/09/98)

10:04 AM liehcsubsholderannexureAfebruary2009.xls

llehcsubsholderannexureAfebruary2009.xls Annexure C

LL Employee Holdings Custodian Pty Limited ("LLEHC") - ACN 081 516 341 Notice of change in interests of substantial holder - Form 604

Annexure D - 12 February 2009

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

LL Employee Holdings Custodian Pty Limited

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

The trustees of the Lend Lease Employee Share Acquistion Plan

EIT Custodian Pty Limited ACN 068 675 025 as trustee of the Lend Lease Employee Investment Trust

The trustees of the Lend Lease Retirement Benefit Fund

Staff Shares Pty Limited ACN 000 328 049 as trustee of the Lend Lease Group 1979 Staff Share Scheme

Lend Lease Corporation Limited Employee Share Trust ESAP (UK) Trustee Limited as trustee of the

Level 4, Commercial Building,

30 The Bond
30 Hickson Road, Millers Point, NSW 2000

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

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

Level 4, Commercial Building,

30 The Bond
30 Hickson Road, Millers Point, NSW 2000

Albert House, South Esplanade, St Peter Port Guernsey, GY11AW