LENDLEASE GROUP — Proxy Solicitation & Information Statement 2016

Oct 11, 2016

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12 October 2016
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2016 Notice of Meetings and Proxy Form

Attached are copies of the Notice of Meetings and Proxy Form for the 2016 Annual General Meeting of shareholders of Lendlease Corporation Limited and general meeting of Unitholders of Lendlease Trust (together the Lendlease Group).

The meetings will be held in the Savoy Ballroom, Grand Hyatt Hotel, 123 Collins Street, Melbourne Victoria on Friday 11 November 2016 commencing at 10.00am.

ENDS

For further information, please contact:

Investors: Media: Justin McCarthy Natalie Campbell Tel: 02 9236 6464 Tel: 02 9236 6865 Mob: 0422 800 321 Mob: 0410 838 914

Lendlease Corporation Limited ABN 32 000 226 228 and Lendlease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983 as responsible entity for Lendlease Trust ABN 39 944 184 773 ARSN 128 052 595

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Level 14, Tower Three, International Towers Sydney Exchange Place, 300 Barangaroo Avenue Barangaroo NSW 2000 Australia

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

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Notice of Meetings

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Notice of Meetings

Annual General Meeting of Lendlease Corporation Limited and Meeting of Unitholders of Lendlease Trust

The Annual General Meeting of shareholders of Lendlease Corporation Limited (the Company ) will be held in conjunction with a general meeting of unitholders of Lendlease Trust (the Trust ) (together, Lendlease Group ) in the Savoy Ballroom, Grand Hyatt Hotel, 123 Collins Street, Melbourne, VIC on Friday 11 November 2016 at 10:00am (AEDT).

Approval of New Constitutions

1. To consider and, if thought fit, pass the following resolution as a special resolution of each of the Company and the Trust:

2. That, the new Constitutions of the Company and the Trust tabled at the meetings and signed by the Chairman of the meeting and marked “A” for the purposes of identification be approved and adopted.

Voting Exclusion Statements

Financial Reports

1. To consider and receive the Financial Statements, the Directors’ Report, and the Independent Auditor’s Report contained within the Lendlease Group Annual Report for the year ended 30 June 2016.

No resolution is required for this item of business.

Election and Re-election of Directors

1. To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions of the Company:

2. a) That David Craig being a Director of the Company who retires in accordance with Rule 6.1(e) of the Constitution of the Company, being eligible, is elected as a Director of the Company.

3. b) That David Ryan being a Director of the Company who retires in accordance with Rule 6.1(f) of the Constitution of the Company, being eligible, is re-elected as a Director of the Company.

4. c) That Michael Ullmer being a Director of the Company who retires in accordance with Rule 6.1(f) of the Constitution of the Company, being eligible, is re-elected as a Director of the Company.

5. d) That Nicola Wakefield Evans being a Director of the Company who retires in accordance with Rule 6.1(f) of the Constitution of the Company, being eligible, is re-elected as a Director of the Company.

Remuneration Report

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

That the Company’s Remuneration Report for the year ended 30 June 2016 be adopted.

In accordance with section 250R of the Corporations Act 2001 (Cth) (Corporations Act) the vote on resolution 3 will be advisory only.

Approval of Allocations of Performance Securities and Deferred Securities to the Managing Director

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of each of the Company and Trust:

That approval is given to issue to the Managing Director of Lendlease Group, Mr Stephen McCann:

• a) Performance Securities; and

Item 3 – Remuneration Report resolution

The Company will disregard any votes cast on item 3:

• a) in any capacity by or on behalf of a member of the key management personnel (KMP) named in the Remuneration Report for the year ended 30 June 2016 or their closely related parties (such as close family members and any companies the person controls); and

• b) as a proxy by a member of the KMP at the date of the meetings or their closely related parties.

However, a vote will not be disregarded if it is cast as proxy for a person entitled to vote on item 3:

• in accordance with a direction on the Proxy Form; or

• by the Chairman of the meetings in accordance with an express authorisation to exercise the proxy even though item 3 is connected with the remuneration of the Company’s KMP.

Item 4 – Approval of Allocations of Performance Securities and Deferred Securities to the Managing Director

The Company and Trust will disregard any votes cast on item 4:

• a) in any capacity by or on behalf of Mr McCann (being the only director eligible to participate in any of the Group’s employee incentive schemes) or any of his associates; and

• b) as a proxy by a member of the KMP at the date of the meetings or their closely related parties.

However, a vote will not be disregarded if it is cast as proxy for a person entitled to vote on item 4:

• in accordance with a direction on the Proxy Form; or

• by the Chairman of the meetings in accordance with an express authorisation to exercise the proxy even though item 4 is connected with the remuneration of the Company’s KMP.

Other information

Further information concerning each item of business is set out in the Explanatory Notes which accompany and form part of this Notice of Meetings.

All items of business will be determined by poll.

By order of the Boards of Lendlease Corporation Limited and Lendlease Responsible Entity Limited as responsible entity of Lendlease Trust.

Wendy Lee

Company Secretary

• b) Deferred Securities,

12 October 2016

on the terms and conditions described in the Explanatory Notes accompanying this Notice of Meetings.

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Background Information

Determination of Right to Vote

For the purposes of determining entitlement to vote at the meetings, Lendlease Group stapled securities will be taken to be held by those registered as holders at 7.00pm on Wednesday, 9 November 2016 (AEDT). Transactions registered after that time will be disregarded in determining securityholders’ entitlements to attend and vote at the meetings.

Proxies

If you are unable to attend the meetings, you are encouraged to appoint a proxy to attend and vote on your behalf. You may appoint a person (either an individual or body corporate) to act as your proxy at the meetings by completing the attached Proxy Form. A securityholder entitled to attend and cast at least two votes may appoint not more than two proxies. Where two proxies are appointed, each proxy may be appointed to represent a specified proportion of the securityholder’s voting rights. If no proportion is specified, each proxy may exercise half of the securityholder’s voting rights. A proxy need not be a securityholder of Lendlease Group. A securityholder may direct the proxy how to vote in respect of each resolution. Any directions given to proxies must be followed. You are encouraged to direct your proxy how to vote on each resolution.

Proxy Voting by Members of the KMP

With the exception of the Chairman, the KMP (which includes each of the Directors) and their closely related parties will not be able to vote your proxy on item 3 (Remuneration Report) and item 4 (Approval of Allocations of Performance Securities and Deferred Securities to the Managing Director) unless you direct them how to vote. If you intend to appoint a member of the KMP (such as one of the Directors), or one of their closely related parties, as your proxy, please ensure that you direct them how to vote on items 3 and 4 by marking the boxes for the relevant items (for example to vote “for”, “against” or to “abstain” from voting).

If you appoint the Chairman of the meetings as your proxy, or the Chairman of the meetings is appointed as your proxy by default, and you do not mark a box for items 3 and 4, then by completing and submitting the Proxy Form you will be expressly authorising the Chairman of the meetings to exercise the proxy in respect of items 3 and 4 even though these items are connected with the remuneration of the KMP.

Chairman’s Voting Intention

The Chairman of the Meeting intends to vote undirected proxies in favour of all items.

If the Chairman of the meetings is appointed, or taken to be appointed, as your proxy, but the appointment does not specify the way to vote on a resolution, then the Chairman intends to vote all available proxies in favour of all items of business set out in this Notice of Meetings.

Submitting your Proxy Form

To be valid, voting forms, proxies or electronic voting instructions must be received by the Company’s share registry, Computershare Investor Services Pty Limited, before 10.00am (AEDT) on Wednesday, 9 November 2016.

Proxy Forms may be submitted in one of the following ways:

• Online at www.investorvote.com.au; or

• Online at www.intermediaryonline.com for intermediary online subscribers (custodians) only; or

• By mail to Computershare Investor Services Pty Limited, GPO Box 242 Melbourne, Victoria 3001 Australia; or

• By facsimile to Computershare Investor Services Pty Limited on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

Corporate Securityholders or Proxies

A corporate securityholder or proxy wishing to appoint a person to act as its representative at the meetings must provide that person with an authority executed in accordance with the company’s constitution and the Corporations Act, authorising him or her to act as the company’s representative. The authority must be sent to the Share Registry, Computershare Investor Services Pty Limited, in advance of the meetings, or handed in at the meetings when registering as a corporate representative.

Voting by Attorney

Where a securityholder appoints an attorney to act on his or her behalf at the meetings, the appointment must be made by a duly executed power of attorney. A securityholder entitled to attend and cast at least two votes may appoint not more than two attorneys. A securityholder may, in the power of attorney appointing an attorney, direct the attorney how to vote in respect of each resolution. Any directions given in this manner must be followed.

The powers of attorney appointing an attorney, or a certified copy of the powers of attorney, must be sent to the Share Registry, Computershare Investor Services Pty Limited and received by 10.00am (AEDT) on Wednesday, 9 November 2016. Attorneys should also bring a copy of the power of attorney to the meetings.

Securityholder Questions

Securityholders who are entitled to vote at the meetings may submit written questions to the Company, the Trust or the Auditor in advance of the meetings. Questions may be submitted online through www.investorvote.com.au or on the form included with this Notice of Meetings.

Questions must be received by Friday, 4 November 2016. Questions should relate to matters that are relevant to the business of the meetings, as outlined in the Notice of Meetings and the attached Explanatory Notes or, if directed to the Auditor, must relate to the content of the Auditor’s reports or the conduct of the audit of the Financial Reports for the year ended 30 June 2016.

Questions will be collated, and during the meetings, the Chairman will seek to address as many of the more frequently raised topics as possible having regard to available time. Please note that answers will not be sent to enquirers on an individual basis. A list of qualifying questions to the Auditor will be made available to securityholders attending the meetings.

Registration

Registration will commence at 9.00am on Friday, 11 November 2016. For ease of registration, please bring your Proxy Form to the meetings.

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Explanatory Notes to the Notice of Meetings

Item 1 – Financial Reports

As required by section 317 of the Corporations Act, the Annual Financial Report, including the Directors’ Report, Independent Auditor’s Report and the Financial Statements for the year ended 30 June 2016, will be laid before the meetings. There is no requirement for a formal resolution on this item. However, during this item of business, securityholders will be given a reasonable amount of time to ask questions about or make comments on the Annual Financial Report and on the Management of the Company.

Securityholders who elected to receive a hard copy of the Lendlease Group Annual Report for the year ended 30 June 2016 were provided with a copy of the financial reports with that report. A copy of the Annual Report is also available on the Lendlease website at www.lendlease.com.

Item 2 – Election and Re-election of Directors

The following information is provided in respect of each candidate:

a) D P Craig (Independent Non Executive Director)

Mr Craig joined the Board in March 2016. He was appointed Chairman of the Risk Management & Audit Committee with effect from 1 September 2016 and is a member of Nomination Committee and Sustainability Committee.

Skills, Experience and Qualifications

Mr Craig is currently the Chief Financial Officer (CFO) of Commonwealth Bank of Australia, one of the world’s largest banks by market capitalisation. He is a business leader with a successful international career spanning over 35 years developed in finance, accounting, audit, risk management, strategy and mergers and acquisitions. As the Commonwealth Bank CFO, he is responsible for leading the finance, treasury, property, security, audit and investor relations teams, and liaises with a wide range of external stakeholders including equity and debt investors, regulators, government, media and customers.

Mr Craig’s previous leadership roles have included Chief Financial Officer at Australand, Global Transition Finance Leader for IBM Business Consulting Service and Global CFO for PwC Consulting.

Mr Craig holds a Bachelor of Economics degree from the University of Sydney, is a Fellow of the Institute of Chartered Accountants, Australia and a member of the Australian Institute of Company Directors.

Other Current Appointments

• President and Director of the Financial Executives Institute of Australia

• Deputy Chairman of the Victor Chang Cardiac Research Institute

Recommendation

The Board (with Mr Craig abstaining) recommends that securityholders vote in favour of Mr Craig’s election.

b) D J Ryan (Independent Non Executive Director)

Mr Ryan joined the Board in December 2004. He is a member of the People & Culture Committee, Nomination Committee and Sustainability Committee. He retired as Chairman of the Risk Management & Audit Committee at the end of August 2016.

Skills, Experience and Qualifications

Mr Ryan has a background in commercial banking, investment banking and operational business management. He has previously held senior executive management positions in investment banking, as well as being the Chairman or a Non Executive Director of a number of listed public companies.

Mr Ryan has been immersed in all aspects of corporate life. From a corporate activity viewpoint he has been actively engaged in mergers, acquisitions, divestments, initial public offerings, equity and debt financing and raisings including heavily structured recourse and non recourse transactions. In many cases he has been the Chair of the Due Diligence Committees that were formed to provide assurance and verifications to the stakeholders of these processes.

Mr Ryan has a Bachelor of Business from the University of Technology in Sydney, Australia, and is a Fellow of the Australian Institute of Company Directors and CPA Australia.

Listed Company Directorships (held within the last three years)

• Non Executive Director of GTN Ltd (appointed June 2016)

Other Current Appointments

• Director of First American Title Insurance Company of Australia Pty Ltd

• Director of First Mortgage Services Pty Ltd

• Director of Sunshine Coast Destination Limited

Recommendation

The Board (with Mr Ryan abstaining) recommends that securityholders vote in favour of Mr Ryan’s re-election.

c) M J Ullmer (Independent Non Executive Director)

Mr Ullmer joined the Board in December 2011. He is Chairman of the Sustainability Committee and a member of the Nomination Committee and Risk Management & Audit Committee.

Skills, Experience and Qualifications

Mr Ullmer brings to the Board extensive strategic, financial and management experience accumulated over his career in international banking and finance. He was the Deputy Group Chief Executive Officer of the National Australia Bank (NAB) from 2007 until he retired from the Bank in August 2011. He joined NAB in 2004 as Finance Director and held a number of key positions including Chairman of the subsidiaries Great Western Bank (US) and JB Were. Prior to NAB, Mr Ullmer was at Commonwealth Bank of Australia, initially as Group Chief Financial Officer and then Group Executive with responsibility for Institutional and Business Banking. Before that he was a Partner at accounting firms KPMG (1982 to 1992) and Coopers & Lybrand (1992 to 1997).

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Mr Ullmer has a degree in mathematics from the University of Sussex. He is a Fellow of the Institute of Chartered Accountants, a Fellow of the Australian Institute of Company Directors and a Senior Fellow of the Financial Services Institute of Australia.

Listed Company Directorships (held within the last three years)

• Non Executive Director of Woolworths Limited (appointed January 2012)

Other Current Appointments

• Chairman of the Melbourne Symphony Orchestra

• Trustee of the National Gallery of Victoria

Recommendation

The Board (with Mr Ullmer abstaining) recommends that securityholders vote in favour of Mr Ullmer’s re-election.

d) N M Wakefield Evans (Independent Non Executive Director)

Ms Wakefield Evans joined the Board in September 2013. She is a member of the Nomination Committee, Risk Management & Audit Committee and the Sustainability Committee.

Skills, Experience and Qualifications

Ms Wakefield Evans is an experienced non-executive

director and commercial lawyer. She was an M&A lawyer for 29 years at King & Wood Mallesons (where she was a partner for nearly 20 years) and has extensive experience as an equity capital markets and M&A lawyer. Nicola is well known in Asia where she was the Managing Partner, International at King & Wood Mallesons, Hong Kong and is rated by a number of publications as one of the Asian region’s leading M&A, corporate governance, communications and resources and energy lawyers. In October 2012, Ms Wakefield Evans was included in the Australian Financial Review and Westpac Group’s inaugural list of ‘Australia’s 100 Women of Influence.’ She is a member of Chief Executive Women Inc.

Ms Wakefield Evans holds a Bachelor of Jurisprudence and Bachelor of Laws degree from the University of New South Wales and is a qualified lawyer in Australia, Hong Kong and the United Kingdom.

Listed Company Directorships (held within the last three years)

• Non Executive Director of Macquarie Limited (appointed February 2014)

• Non Executive Director of Toll Holdings Limited (appointed May 2011)

Other Current Appointments

• Director of Bupa Australia & New Zealand Pty Limited

• Director of O’Connell St & Associates

• Director of AsiaLink (University of Melbourne)

Recommendation

The Board (with Ms Wakefield Evans abstaining) recommends that securityholders vote in favour of Ms Wakefield Evan’s re-election.

Item 3 – Remuneration Report

The Company’s Remuneration Report for the financial year ended 30 June 2016 is set out on pages 82 to 114 of the 2016 Annual Report and can also be found on the Company’s website at www.lendlease.com. The Remuneration Report sets out the remuneration policy for the Company and discloses the remuneration arrangements in place for the Managing Director and CEO, executive KMP and the Non Executive Directors. The Remuneration Report also explains how performance has been linked to reward outcomes at Lendlease in FY16. The Remuneration Report meets Australian disclosure requirements.

Lendlease produced a strong result in the 2016 financial year and maintained a disciplined approach to delivering on the ‘Focus and Grow’ strategy, which is now fully operational.

The Executive Reward Strategy, which consists of a framework and policy that governs how the key senior employees in the organisation are remunerated, supports the achievement of Lendlease’s strategy. We believe that our approach to executive reward has been a key factor in driving success.

In order to have the right people to lead the Group over the long term, Lendlease has developed and embedded a competitive Executive Reward Strategy to deliver long term outperformance. For securityholders, this performance has been illustrated in Lendlease’s Total Securityholder Return of 75.3 per cent over the past 5 years, compared to 45.3 per cent for the ASX 100 accumulation index over the same period.

The Executive Reward Strategy considers the interests of both internal and external stakeholders and aims to drive strong individual and team performance. The Executive Reward Strategy is implemented through four guiding principles: Simplicity, Responsiveness, Balance, and Governance and Risk Management. Long term outperformance is sought through the execution of business strategy while managing business risk.

A key element of our Executive Reward Strategy is forging clear alignment between Senior Executives and securityholders. The medium-to-long term emphasis of remuneration at Lendlease appropriately recognises the investment cycle of the Group.

This is delivered through:

• a significant portion of remuneration being ‘at risk’ and tied to clear metrics;

• extensive use of deferred and long term incentives (with vesting over a period of up to four years); and

• mandatory securityholdings by Senior Executives in Lendlease securities (enforced through disposal restrictions on vested equity until the required levels are achieved).

In 2016, no major changes to the Executive Reward Strategy were introduced, however progress was made in reweighting the mix of Senior Executives’ pay towards Long Term Incentives, creating further alignment with securityholders.

The Board considers that these outcomes disclosed in the Remuneration Report are appropriate and reflect the alignment of the Executive Reward Strategy with securityholder outcomes.

We are also pleased to report that we received 98.34% of votes cast in favour of our Remuneration Report at the 2015 Annual General Meeting.

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Securityholders will be given a reasonable opportunity to ask questions about or make comments on the Remuneration Report at the meetings.

Recommendation

The Board recommends that securityholders vote in favour of this Resolution.

Item 4 – Approval of Allocations of Performance Securities and Deferred Securities to the Managing Director

Securityholder approval is being sought to allocate to the Managing Director and CEO (MD) of Lendlease, Stephen McCann:

1. Performance Securities – as his FY17 long term incentive (LTI) award, which seeks to align the interests of executives with securityholders over a three to four year period; and

2. Deferred Securities – as the deferred portion of any short term incentive (STI) award for FY17. The STI award rewards achievement against agreed financial and non-financial targets and seeks to align the interests of executives and securityholders over a one and two year period.

It is intended that the above awards will be made to the MD on the following dates:

• a) Performance Securities – within 1 month of the meeting; and

• b) Deferred Securities – on or about 1 September 2017,

but in any event no later than 12 months after the date of the meeting.

Why is securityholder approval being sought?

ASX Listing Rule 10.14 requires that securityholders approve awards of securities issued to Directors. Securityholder approval is required only if new securities are issued to a Director and not if securities are required to be purchased on market. The intention of Listing Rule 10.14 is to protect securityholders from dilution in the value of securities that may occur as a result of securities issued under employee incentive plans. No such dilution occurs if securities are purchased on market.

The Board may determine whether securities awarded will be purchased on market or issued. The Board’s current intention is to purchase all Lendlease securities required to satisfy the vesting of Performance Securities and Deferred Securities on market as this would cause no dilution to securityholders’ interests. However, the Board considers it good governance to seek approval from securityholders for awards made to the MD. Subject to securityholder approval being obtained, the Board reserves the right to issue new securities instead of buying on market.

In the event that the awards are not approved by securityholders, in order to meet the Company’s contractual obligations under the MD’s employment contract, it will be necessary for the Board to instead pay to the MD a cash amount equivalent to the value of those awards and, to the extent that they are relevant, on the same terms as set out below (including the satisfaction of applicable performance hurdles and service conditions).

Background

Each year the Board reviews and approves the remuneration of the MD. The MD’s remuneration is set in accordance with the Executive Reward Strategy and with consideration of market benchmarks provided by an external remuneration consultant, currently PricewaterhouseCoopers. The MD’s remuneration package includes:

• a) Fixed remuneration (salary, superannuation and benefits);

• b) STI award delivered in cash and Lendlease securities if key performance indicators are achieved;

• c) A right to receive Lendlease securities as part of any STI award, which are subject to a one and two year service condition (Deferred Securities)

• d) LTI in the form of Performance Securities, which vest subject to achievement of two performance-based hurdles over a three and four year period.

a) Performance Securities (FY17 LTI award)

Overview: The MD’s LTI arrangements involve an annual grant of ‘Performance Securities’ to the MD.

The Performance Securities are subject to a performance-based hurdle over a three and four year period.

Performance Securities are rights to receive Lendlease securities (or a cash equivalent amount) at no cost, subject to the satisfaction of performance conditions. Each vested Performance Security will generally be settled with one fully paid Lendlease security (comprising one fully paid ordinary share in the Company stapled to one fully paid ordinary unit in Lendlease Trust). The terms of the MD’s LTI arrangements provide for the Board, at its discretion, to settle any vesting in Lendlease securities or cash with an equivalent value on vesting.

TSR performance hurdle: 131,186 of the Performance Securities will be subject to Lendlease’s Total Securityholder Return ( TSR ) compared to a comparator group of companies comprising the S&P ASX 100 Index subject to any inclusions or exclusions determined by the Board.

50% of the Performance Securities subject to the TSR hurdle will be assessed over a three year performance period. The remaining 50% of the Performance Securities will be assessed over a four year performance period. Any Performance Securities that do not vest at the relevant test date will lapse and there is no retesting.

The table below shows how the vesting of each 50% tranche will occur based on Lendlease’s relative TSR ranking at the end of the relevant performance period.

	Percentile	Percentage of tranche that vests
	Below 50thpercentile	Nil vesting
	At 50thpercentile	50% vesting
	At or above the 51stpercentile	Prorated vesting on a straight
	but below the 75thpercentile	line basis between 52% and
		98% vesting
	At the 75thpercentile	100% vesting
	or greater

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The Board believes that relative TSR is an appropriate performance hurdle as it aligns the MD’s interests with securityholder outcomes and provides a direct comparison of Lendlease’s performance against other listed companies.

ROE performance hurdle: 113,694 of the Performance Securities will be subject to Lendlease’s average Return on Equity ( ROE ) performance. ROE is a percentage derived from Lendlease’s annual statutory profit after tax divided by the weighted average equity for the year, as set out in Lendlease’s Annual Report. Assessment of ROE performance will be based on the average ROE performance over the relevant performance period.

50% of the Performance Securities subject to the ROE hurdle will be assessed over a three year performance period and the remaining 50% will be assessed over a four year performance period. Any Performance Securities that do not vest at the relevant test date will lapse and there is no retesting.

The table below shows how the vesting of each 50% tranche will occur based on Lendlease’s average % ROE performance over the relevant performance period.

Average %	Percentage of tranche
ROE performance	that vests
Less than 11%	No vesting
At 11%	25% vesting
Above 11% but below 15%	Prorated vesting (i.e. on a
	straight line basis) between
	25% and 100% vesting
15% or greater	100% vesting

ROE was selected as a second performance measure because many of Lendlease’s activities are capital intensive, for example, major urban redevelopment projects. The Board considers it appropriate to incentivise the MD (and other senior executives) to manage an appropriate portfolio of projects for the long term, with timely execution of capital recycling. This is reflected in the average ROE approach, focused on sustained performance over the performance period. The Board considers that the vesting range provides a realistic goal before any vesting occurs (in the context of generally lower risk-free rates of return) and very challenging at the upper end.

Quantum of award: During the year ending 30 June 2017, subject to securityholder approval, Mr McCann will be granted 244,880 Performance Securities. This LTI grant is approximately 36% of Mr McCann’s total target reward, in line with the new target remuneration mix agreed with Mr McCann for FY17.

The dollar value of the LTI grant is $2,300,000. The number of Performance Securities was determined by applying the ‘fair value’ of Performance Securities as determined by the Board after considering information provided by an independent consultant based on the likelihood of vesting and other assumptions.

In determining the ‘fair value’ of the Performance Securities, the Board took the volume weighted average price of Lendlease securities on ASX over the 20 trading days prior to 19 August 2016 ($13.4866) and then:

• discounted this by 35% for a TSR-tested Performance Security, resulting in a ‘fair value’ of $8.7663; and

• discounted this by 25% for a ROE-tested Performance Security, resulting in a ‘fair value’ of $10.1150.

In arriving at a discount of 35% for a TSR-tested Performance Security, the Board considered the implied percentage discount to the face value of a security using a Monte Carlo Simulation. This valuation model takes into account a range of factors to determine the value of a TSR-tested Performance Security, such as the time to vesting, the likelihood of vesting, the current price of the underlying securities, expected volatility of the security price and the distributions expected to be paid in relation to the securities. This approach is in line with the methodology used for accounting purposes. The actual fair value to be used for accounting expense purposes will be determined at the date of grant.

In arriving at a discount of 25% for a ROE-tested Performance Security, the Board considered a probabilistic analysis of the ROE hurdles being achieved for the purpose of estimating the potential discount to the face value of a security. Further, this discount was determined to be appropriate after the Board took extensive advice by external valuation experts.

The use of ‘fair value’ recognises that the value of a Performance Security is less than the value of the underlying security.

The Board determined the number of Performance Securities by:

• dividing $1,150,000 (i.e. half of the dollar value of the LTI grant) by the ‘fair value’ of a TSR-tested Performance Security ($8.7663) and rounding up each 50% tranche to the nearest whole number; and

• dividing $1,150,000 (i.e. the other half of the dollar value of the LTI grant) by the ‘fair value’ of an ROE-tested Performance Security ($10.1150) and rounding up each 50% tranche to the nearest whole number.

Distributions: For each Performance Security that vests, the MD will also be entitled to an amount equal to the distributions that would have been declared or paid on the Lendlease securities referable to those Performance Securities in the period from the date of grant to vesting. This will (subject to Board discretion) be settled on the same basis as the relevant Performance Securities (that is, either in cash or in additional Lendlease securities). The number of Lendlease securities will be the additional amount divided by the closing price of a Lendlease security on the trading day immediately preceding the relevant vesting date (rounded up or down to the nearest whole security). The eligibility to receive distributions has been taken into account in determining (increasing) the fair value, and accordingly the number of Performance Securities is less than if this had not been taken into account.

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Cessation of employment: If Mr McCann resigns in

circumstances which breach his non-compete obligations, or is terminated for cause, any unvested Performance Securities will lapse. In all other circumstances including where Mr McCann is terminated or resigns as a ‘good leaver’, Mr McCann’s unvested Performance Securities will remain subject to the original performance conditions and will be tested at the original testing dates (subject to the forfeiture provisions described below). The Board also retains the discretion to lapse all or part of any unvested Performance Securities where Mr McCann resigns and a mutually co-operative separation cannot be agreed.

Malus and forfeiture: Prior to vesting, in certain circumstances the Board may determine that Mr McCann will forfeit any right or interest in, or entitlements relating to, some or all of his Performance Securities. This includes if Mr McCann breaches any obligation to the Group or the Board reasonably determines that vesting of the Performance Securities would result in Mr McCann receiving a benefit that was unwarranted or inappropriate.

Change of control: The early vesting of the Performance Securities may be permitted by the Board in other limited circumstances such as a change in control of Lendlease, in which case Mr McCann will be entitled to a pro-rata award or other amount as determined by the Board.

Additional information provided under ASX Listing Rule 10.15:

• If approval is given under ASX Listing Rule 10.14, approval will not be required under ASX Listing Rule 7.1. This means that the Performance Securities granted to the MD and any Lendlease securities issued pursuant to this approval will not use up part of the 15% available under ASX Listing Rule 7.1.

• No amount is payable by Mr McCann upon the grant of these Performance Securities or to acquire Lendlease securities at vesting.

• No loan will be provided to Mr McCann in relation to the LTI award.

• Other than Mr McCann, no director (or associate of a director) is currently entitled to participate in the Group’s LTI arrangements.

• In accordance with the approval obtained at the 2015 Annual General Meeting, Mr McCann was issued 203,636 Performance Securities at no cost in November 2015. These will vest in September 2018 and 2019 subject to achievement of the performance hurdles as described in the Notice of Meetings last year.

b) Deferred Securities (FY17 deferred STI award)

Overview: A portion of any award of STI (which is dependent on the MD’s achievement against targets determined by the Board) will include a “Deferred Security” component. A Deferred Security is a right to receive a Lendlease security (or a cash equivalent amount) at no cost, subject to service-based conditions. For FY17, the Board has determined that awards up to target STI will be provided equally as cash and Deferred Securities. For ‘above target’ STI awarded to the MD, 33% will be paid as cash and 67% will be provided as Deferred Securities.

Scorecard : Part of Mr McCann’s FY17 individual scorecard objectives are financial, including targets in relation to profit after tax. For commercial reasons, the specific details of these individual financial targets are not yet able to be disclosed. The remaining part of Mr McCann’s scorecard includes goals in relation to the business strategy, people management and leadership, and operational efficiency. In addition to the above goals, the Board will also assess Mr McCann against Lendlease’s defined leadership capabilities, values and behaviours. As the scorecard is currently commercially sensitive, the Board will provide further information on Mr McCann’s scorecard and the Board’s assessment in the FY17 Remuneration Report. The 2016 Remuneration Report includes a detailed scorecard in respect of the FY16 year.

Target and Maximum Opportunity: Mr McCann’s target STI for FY17 is $1,750,000. In exceptional circumstances where Lendlease and the MD have significantly over-performed, Mr McCann may be awarded up to 150% of his target or $2,625,000. Although an award of this amount will only be made in exceptional circumstances, to allow for that possibility, approval is sought for the maximum amount. The maximum possible amount will only be awarded if the Lendlease exceeds the budgeted profitability for FY17 approved by the Board by a material amount and Mr McCann is also evaluated by the Board at the highest level on the objectives in his individual scorecard, and leadership capabilities, values and behaviours.

Quantum of securities: For the year ending 30 June 2017, the maximum value of Deferred Securities which could make up any award to Mr McCann is $1,458,334. The maximum number of Deferred Securities which will make up any award of STI is shown in the formula below.

DS = ((50% of target STI) + (67% x above target STI)) / L

Where:

DS = the maximum number of Deferred Securities which could make up any award of STI to Mr McCann.

Target STI = the dollar value of the MD’s target STI opportunity (including both cash and securities), being $1,750,000.

Above target STI = the maximum additional dollar value that the MD can earn under his STI arrangements (including both cash and securities) as a result of significant over-performance, being $875,000.

L = the volume weighted average price of Lendlease securities traded on ASX over the twenty trading days prior to the release of the full year results of the Group for the year ending 30 June 2016 (or if the Board considers that this period does not reflect a realistic price having regard to the recent trading history, such other period as determined by the Board).

The formula represents the maximum number which could be granted. The actual number of Deferred Securities to be awarded to Mr McCann will be determined after consideration by the Board of achievement against the MD’s scorecard, and his leadership capabilities, values and behaviours.

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As an illustrative example, assuming that the Board’s assessment of the MD’s performance against agreed targets leads to a total STI award of $2,050,000 comprising $1,750,000 for target STI, and an award of $300,000 for above-target performance, then $1,075,000 would be delivered as Deferred Securities (that is, 50% of $1,750,000 and two-thirds of $300,000). If the volume weighted average price of Lendlease securities during the 20 trading days prior to release of the full year results was $14 per security, the number of Deferred Securities granted to Mr McCann would be 76,786 (that is, $1,075,000/ $14.00, rounded up to the nearest whole Deferred Security).

Deferral Period: In order to ensure continued alignment to securityholder interests and to support the retention of Mr McCann, the Deferred Securities are subject to a service condition over the following vesting periods (subject to forfeiture as set out below):

• 50% of the Deferred Securities (Tranche 1) will vest one year after the grant date of the Deferred Securities (the grant date will be a date determined by the Board and is expected to be on or about 1 September 2017); and

• 50% of the Deferred Securities (Tranche 2) will vest two years after the grant date of the Deferred Securities.

Cessation of employment: If Mr McCann resigns in circumstances which breach his non-compete obligations, or is terminated for cause, any unvested Deferred Securities will lapse. In all other circumstances including where Mr McCann is terminated or resigns as a ‘good leaver’, Mr McCann’s entitlement to Deferred Securities will continue until the original vesting date (subject to the forfeiture provisions described below). The Board also retains the discretion to forfeit all or part of any unvested Deferred Securities where Mr McCann resigns and a mutually co-operative separation cannot be agreed.

Malus and forfeiture: Prior to vesting, the Board may determine that Mr McCann will forfeit any right or interest in, or entitlements relating to, some or all of his Deferred Securities where it transpires that vesting would provide Mr McCann with a benefit that was unwarranted, or inappropriate. The Board may exercise this discretion if, for instance:

• there has been a material misstatement in the Group’s consolidated financial statements or those of any company in the Group including any misstatement which may be required to be disclosed to ASX or any relevant regulator or other authority; or

• Mr McCann engages in misconduct, or other dereliction of duty which the Board considers either has, had or may have a serious impact for the Group, whether financial, reputational, operational or otherwise.

The Board may delay vesting in order to review whether to exercise this discretion.

Distributions: For each Deferred Security that vests, the MD will also be entitled to an amount equal to the distributions that would have been declared or paid on the Lendlease securities referable to those Deferred Securities in the period from the date of grant to vesting. This will (subject to Board discretion) be settled on the same basis as the relevant Deferred Securities (that is, either in cash or in additional Lendlease securities). The number of Lendlease securities will be the additional amount divided by the closing price of a Lendlease security on the trading day immediately preceding the relevant vesting date (rounded up or down to the nearest whole security).

Change of control: The early vesting of some or all of the Deferred Securities component of any STI award may be permitted by the Board in other limited circumstances such as a change in control of Lendlease.

Additional information provided under ASX Listing Rule 10.14:

• If approval is given under ASX Listing Rule 10.14, approval will not be required under ASX Listing Rule 7.1. This means that the Deferred Securities granted to the MD and any Lendlease securities issued pursuant to this approval will not use up part of the 15% available under ASX Listing Rule 7.1.

• Other than Mr McCann, no director (or associate of a director) is currently entitled to participate in the STI (including the Deferred Securities component).

• In accordance with the approval obtained at the 2015 Annual General Meeting, Mr McCann was allocated 86,868 Deferred Securities at no cost in September 2016 in relation to the year ended 30 June 2016.

• No loan will be provided to Mr McCann in relation to the STI award (including in respect of the Deferred Securities).

• No amount is payable by Mr McCann upon grant of the Deferred Securities.

Recommendation

The Board (with Mr McCann abstaining) recommends that securityholders vote in favour of this Resolution.

Item 5 – Approval of new Constitutions

Securityholders are being asked to approve and adopt new Constitutions for the Company ( Company Constitution ) and for the Trust ( Trust Constitution ), which reflect current market practice and terminology.

The Company’s current Constitution was last amended at the 2009 Annual General Meeting on 12 November 2009 to facilitate the stapling proposal. The current Constitution of the Trust was adopted prior to stapling of shares in the Company to units in the Trust.

There have been a number of developments in law, corporate governance principles and general corporate and commercial practice for ASX listed entities since that time.

Many of the proposed changes are administrative or relatively minor in nature. Some changes have been made to facilitate the administration of the Trust and the Company as Stapled Entities.

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The new Company Constitution retains rule 15 in the form approved by securityholders at the 2015 Annual General Meeting and that rule will again require renewal at the 2018 AGM if it is to continue in force.

The principal differences between the current Constitutions and new Constitutions are outlined below:

Definitions and interpretation

The proposed Constitutions update the definitions to reflect current terminology, clarify the existing terms and interpretation rules and, where possible, rely on terms that are already defined in the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules.

Outdated references throughout the Constitutions have also been removed (for example, references to ‘uncertificated’ and ‘certificated’ holdings).

Obsolete or unnecessary provisions

A number of provisions in the current Company Constitution simply cross-refer to rules that would otherwise automatically apply to the Company or duplicate Corporations Act or ASX Listing Rule requirements and would therefore require amendment in the event of any legislative or regulatory change. Rules in this category (for example, ‘Dividend reinvestment plan’, ‘Power to buy back shares’ and ‘Minutes and records’) have generally been omitted from the proposed Constitutions to simplify these documents.

Calls, forfeiture, indemnities, lien and surrender

The proposed Trust Constitution clarifies the various processes by which the responsible entity of the Trust (RE) can make calls, forfeit units, exercise liens over units and the responsibility of members for all costs associated with Units. The processes under the current Trust Constitution have not been changed substantively, but reflect the same call, forfeiture, indemnity, lien and surrender provisions as the new Company Constitution. The provisions relate only to partly-paid units. There are no partly-paid units currently on issue.

Currently, the Company has a default fixed interest rate of 16% p.a. in respect of amounts that may be owed by securityholders, which is a very high rate relative to current market conditions and is potentially unfair to securityholders. It is proposed that this default fixed rate be replaced by a floating interest rate based on the rate applicable to unpaid judgements in the Supreme Court of New South Wales. This has also been adopted for the proposed Trust Constitution.

Distributions

The current Company Constitution distinguishes between interim and final dividends and adopts a range of terminology to describe how the Company pays dividends. Rule 6.1 of the proposed Company Constitution harmonises these provisions and adopts the generic term ‘dividend’ to avoid any potential technical distinctions in terminology.

Proposed rule 6.1 of the Company Constitution also introduces updated provisions regarding direct crediting of dividends, as well as the scope for the Company to reinvest unclaimed dividends into shares in the Company for the benefit of the relevant securityholder after a period of time has elapsed.

Sale of securityholdings less than a ‘marketable parcel’

The proposed Company and Trust Constitutions include new provisions relating to the sale of securityholdings that are less than a marketable parcel (i.e. less than A$500), which reflect the requirements of the ASX Listing Rules. These provisions assist ASX listed entities to reduce administrative costs associated with maintaining the securities register but enable the holders affected to opt out of the procedure if they wish to retain their holding.

Proposals and stapling

The current Trust Constitution allows the RE to give effect to proposals approved by unitholders. The threshold for those approvals under the proposed Trust Constitution has been set as a special resolution, rather than an ordinary resolution, to reflect the threshold commonly applicable to constitutional changes.

The current Constitutions also currently permit the stapling of additional securities if desired from time to time (subject to the Corporations Act and the ASX Listing Rules). The provisions authorising the Company and the RE to give effect to such proposals have been updated to make the Company and RE’s respective express scopes of authority clearer, to assist implementation. However, there is no current intention to make use of this flexibility.

Director nominations and elections

The proposed Company Constitution will amend the director re-election rule to bring the Company’s Constitution more closely in line with the ASX Listing Rules, which require an election of Directors each year and maximum terms of 3 years before Directors must seek re-election.

The nomination period for Director candidates has been increased to 45 days before the Meeting to provide the Company with adequate time to include details of all director candidates in the Notice of Meeting.

Issue of units and options

The provisions relating to unit issues have been updated to reflect updated Class Order relief granted by the Australian Securities and Investments Commission (ASIC) since the current Trust Constitution was introduced. The updated Class Order relief allows the RE broader discretions to set the amount of consideration to acquire an interest in the scheme. The proposed Trust Constitution takes advantage of this, and the RE will publish a notice on the Lendlease website (as required under the updated ASIC Class Order) to access this regime.

In addition, while the current Company Constitution permits the Board to fix the maximum number of Directors, this is no longer permitted under the Corporations Act – the proposed Company Constitution instead includes a maximum Board size of 12 Directors.

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Director remuneration

The rules in the proposed Company Constitution relating to Directors’ remuneration are broadly in line with the rules in the current Company Constitution. As with the existing Constitution, under the proposed Company Constitution the total annual fees of Non-executive Directors must not exceed the aggregate fixed by the Company in general meeting, which at the date of this meeting is $3,500,000 per annum approved by securityholders at the 2015 Annual General Meeting. However, in accordance with amendments to ASX Listing Rule 10.17, rule 10.3 of the proposed Company Constitution now clarifies what fees are to be included in calculating the maximum fees payable (for example, superannuation contributions made to comply with superannuation guarantee legislation are included in the aggregate fee cap).

Director meetings

Consistent with current corporate practices, rule 10.8 of the proposed Company Constitution includes a standing consent to the use of technology to conduct Board meetings.

Indemnities for officers

The indemnity clause in the Company Constitution has been updated to reflect current practice. In particular, while the indemnity for officers remains unchanged, the new clause no longer automatically indemnifies all employees of the Company or a related body corporate, but instead leaves this to the discretion of the Board to advance an indemnity where appropriate.

General meetings

The proposed Company Constitution incorporates a number of changes to assist with the orderly conduct of general meetings of the Company. As the Trust and the Company are Stapled Entities, it has been the practice of the RE and the Company to conduct meetings of members at the same time. Accordingly, changes have been made in the proposed Trust Constitution to incorporate equivalent provisions to the Company Constitution regarding general meetings.

The proposed provisions regarding proxies provide the Company and the RE with clearer powers in relation to dealing with incomplete proxies or clarifying proxy instructions.

In addition, new provisions have been incorporated that will facilitate direct voting in the future. These will enable securityholders to vote directly on resolutions considered at a general meeting by providing their votes to the Company or the RE prior to the meeting without the need to appoint a proxy, attorney or representative.

Notices

The proposed Company Constitution adopts a standard ASX listed company approach to members’ notices by providing that a notice from the Company properly addressed and posted is taken to be served at 10.00am on the day after the date it is posted so as to provide certainty with respect to notice periods. This is most important for the Notice of Annual General Meeting where the Company is required to provide 28 clear days’ notice.

References to outdated methods of communication such as “telex” have also been removed.

As the Trust and the Company are Stapled Entities, the proposed Trust Constitution now reflects the notice provisions of the Company Constitution to better facilitate the sending and receiving of notices and align the effective times of service.

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Copies of the new Constitutions are available on the Lendlease website at www.lendlease.com/au/investor-centre/ securityholders-and-agm/ and will be available for inspection at the meetings. You can also request copies of the existing and proposed Constitutions from the Company Secretary by emailing wendy.lee@lendlease.com.

Recommendation

The Board recommends that securityholders vote in favour of this Resolution.

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Level 14, Tower Three, International Towers Sydney, Exchange Place, 300 Barangaroo Avenue, Barangaroo NSW 2000 www.lendlease.com

Lendlease Corporation Limited ABN 32 000 226 228 and Lendlease Trust ARSN 128 052 595

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12 October 2016

Dear Securityholder

I am pleased to invite you to attend the 2016 Annual General Meeting (AGM) of Lendlease Corporation Limited and Meeting of Unitholders of Lendlease Trust. The AGM will be held in the Savoy Ballroom, Grand Hyatt Hotel, 123 Collins Street, Melbourne, VIC on Friday 11 November 2016, commencing at 10:00am. Registration will be available from 9:00am. If you are not able to join the meeting in person, you will be able to view a live webcast of the event on the Lendlease website at www.lendlease.com.

At the meeting, the Managing Director and Chief Executive Officer, Steve McCann and I will comment briefly on the performance of the Lendlease Group during the year. Further information is also provided in the 2016 Annual Report, which is available on the Lendlease website at www.lendlease.com.

The Notice of Meetings contains details of the items of business that you will have the opportunity to vote on, as well as voting procedures and explanatory notes.

In March 2016, David Craig joined the Board of Lendlease. He will be standing for election at the AGM. David is the current CFO of the Commonwealth Bank and has outstanding finance and risk management experience. In line with our succession planning, David became Chairman of the Risk Management and Audit Committee in September 2016. He and David Ryan will continue to work closely together to ensure a smooth handover.

I encourage securityholders to submit written questions in advance of the meeting. Questions should relate to matters that are relevant to the business of the meeting and may be submitted on the form included with this Notice of Meetings, or on-line through www.investorvote.com.au. Questions must be received by Friday 4 November 2016. I will try to address as many of the more frequently raised topics as possible during the course of the meeting.

If you are not able to attend the meeting to vote in person, I encourage you to appoint a proxy before the meeting. If you are able to attend the meeting, we look forward to seeing you.

Finally, securityholders are invited to join the Board and Senior Executives for light refreshments at the conclusion of the meeting.

Yours faithfully

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David Crawford, AO

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Lendlease Corporation Limited ABN 32 000 226 228 and Lendlease Trust ARSN 128 052 595

Lodge your vote:

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
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Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote and view the annual report online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 10:00am (AEDT) on Wednesday 9 November 2016

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointing a proxy: If you wish to appoint the Chairman of the Meetings as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meetings please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the Meetings, the Chairman of the Meetings will be your proxy. If your named proxy attends the Meetings but does not vote on a poll on an item of business in accordance with your voting directions, the Chairman of the Meetings will become your proxy in respect of that item. Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the Meetings and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of Lendlease Group.

Voting restrictions applying to key management personnel: If you appoint a member of the key management personnel of Lendlease Corporation Limited (which includes each of the Directors) (KMP) or one of their closely related parties as proxy, the KMP will not be able to cast your votes on items 3 and 4 unless you direct them how to vote or the Chairman of the Meetings is your proxy.

If you appoint the Chairman of the Meetings as your proxy or the Chairman of the Meetings is appointed as your proxy by default, and you do not mark a voting box for items 3 and 4 then by completing and submitting this form you will be expressly authorising the Chairman of the Meetings to exercise the proxy in respect of the relevant item even though the item is connected with the remuneration of the KMP.

The Chairman of the Meetings intends to vote all available proxies in favour of each item of business.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign. Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If this form is signed under Power of Attorney and you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meetings

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the Meetings you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000003

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Lendlease Group hereby appoint

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the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meetings Meetings. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meetings, as my/ our proxy to act generally at the Meetings on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Lendlease Corporation Limited and General Meeting of Lendlease Trust (Meetings) to be held in the Savoy Ballroom, Grand Hyatt Melbourne, 123 Collins Street, Melbourne, Victoria on Friday 11 November 2016 at 10:00am (AEDT) and at any adjournment or postponement of the Meetings.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meetings as my/our proxy (or the Chairman becomes my/our proxy by default), by signing and returning this form, I/we expressly authorise the Chairman to exercise my/our proxy on items 3 and 4 (except where I/we have indicated a different voting intention below) even though the relevant item is connected directly or indirectly with the remuneration of the key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meetings is (or becomes) your proxy you can direct the Chairman to vote for or against or to abstain from voting on an item by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Again	st Abstain
2	a)	Election of Mr David Craig as a Director of the Company
2	b)	Re-election of Mr David Ryan as a Director of the Company
2	c)	Re-election of Mr Michael Ullmer as a Director of the Company
2	d)	Re-election of Ms Nicola Wakefield Evans as a Director of the Company
3		Adoption of Remuneration Report
4		Approval of Allocations of Performance Securities and Deferred Securities to Managing Director
5		Approval of New Constitutions

The Chairman of the Meetings intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meetings may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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