STOCKLAND — AGM Information 2005

Oct 24, 2005

MINUTES OF THE ANNUAL GENERAL MEETING OF MEMBERS OF STOCKLAND CORPORATION LIMITED AND MEETING OF UNITHOLDERS OF STOCKLAND TRUST COMMENCING AT 2.30 PM ON TUESDAY, 25th OCTOBER 2005 AT THE CITY RECITAL HALL. ANGEL PLACE, SYDNEY

IN ATTENDANCE	Present were members/unitholders set out on the attachedattendance register.
CHAIRMAN	Mr Peter Daly, Chairman of Directors, acted as Chairman ofthe meeting.
NOTICEAND QUORUM	The Chairman advised the meeting that the requisite noticeof meeting had been given, and that a guorum was present.He then declared the meeting open.
CHAIRMAN'SADDRESS	The Chairman addressed the meeting. A copy of hisaddress was disclosed to the ASX at the commencement ofthe meeting.
MANAGING DIRECTOR'SADDRESS	The Managing Director addressed the meeting. A copy ofaddress was disclosed to the ASXat thehis -commencement of the meeting.

SPECIAL BUSINESS

Resolution 1:
Amendment of Stockland
Trust Constitution (Special
Resolution)

The meeting RESOLVED on a poll that the Constitution of Stockland Trust be amended in accordance with the provisions of the "Supplemental Deed Poll No. 10 -Stockland Trust" tabled at the meeting and signed by the Chairman of the meeting for the purpose of identification, and that Stockland Trust Management Limited be authorised to execute the Supplemental Deed Poll No 10 and lodge it with the Australian Securities and Investments Commission.

Total Number in Favour of the Resolution	4.465,425,018
Total Number Against the Resolution	8,111,995
Total Number Abstaining on theResolution	30,346,139
Total number of proxies to vote for theresolution:	4,315,255,137
Total number of proxies to vote againstthe resolution:	8,072,718
Total number of proxies to abstain on theresolution:	30,272,695
Total number of proxies where the proxymay vote at the proxy's discretion:	81,296,184

GENERAL BUSINESS:

Director's Report andFinancial Statements for theyear ended 30 June 2005	The Annual Financial Report, including the Directors' Reportand financial statements for the year ended 30 June 2005,together with the Auditor's Report were received.
RESOLUTIONS
Resolution 3:Remuneration Report	The meeting RESOLVED on a show of hands that theCompany's Remuneration Report for the financial yearended 30 June 2005 be approved.
	Total number of proxies to vote for theresolution:	637,730,469
	Total number of proxies to vote against theresolution:	142,695,837
	Total number of proxies to abstain on theresolution:	7,139,172
	Total number of proxies where the proxymay vote at the proxy's discretion:	14,597,835
Re-election of Directors
Resolution 4:Re-election of Mr P B Scott	The meeting RESOLVED on a show of hands that Mr PeterScott who retires in accordance with the Company'sConstitution and, being eligible and having offeredhimself for re-election, is re-elected as a Director of theCompany.
Proxies Held	Total number of proxies to vote for theresolution:	748,714,870
	Total number of proxies to vote against theresolution:	34,366,247
	Total number of proxies to abstain on theresolution:	4,654,269
	Total number of proxies where the proxymay vote at the proxy's discretion:	14,430,106

Resolution 5:Re-election of Mr R B Corlett	The meeting RESOLVED on a show of hands that MrBruce Corlett, who retires in rotation in accordancewith the Company's Constitution and, being eligibleand having offered himself for re-election, is re-electedas a Director of the Company.
Proxies Held	Total number of proxies to vote for theresolution:	749,419,431
	Total number of proxies to vote against theresolution:	1,136,022
	Total number of proxies to abstain on theresolution:	37,171,836
	Total number of proxies where the proxymay vote at the proxy's discretion:	14,438,203
Resolution 6:Approval to Increase NonExecutive Directors'Remuneration	The meeting RESOLVED on a show of hands that themaximum aggregate payment limit for Non ExecutiveDirectors' fees be increased by an amount of $950,000,from $950,000 per annum, excluding superannuation to$1,900,000 per annum, including superannuation.
Proxies Held	Total number of proxies to vote for theresolution:	680,115,404
	Total number of proxies to vote against theresolution:	101,928,174
	Total number of proxies to abstain on theresolution:	6,131,329
	Total number of proxies where the proxymay vote at the proxy's discretion:	8,259,969
Resolution 7:Allotment or transfer ofStapled Securities toManaging Director	meeting RESOLVED on a show of hands thatTheapproval is given for all purposes under the CorporationsAct and the Listing Rules of the Australian Stock ExchangeLimited for:the allotment or transfer of up to a total of 352,000(a)Stockland stapled securities to Mr Matthew Quinn intwo tranches, each of an equal number of stapledsecurities, under the terms of the StocklandIncentive Share Plan ("Plan"), within one month afterthe date of the meeting at which this resolution wasconsidered;interest free loans be provided to Mr Quinn under
	(b)the Plan, for 100% of the subscription or purchaseprice of the stapled securities approved to beallotted or transferred to Mr Quinn under paragraph(a); and

$(c)$ the provision of awards to Mr Quinn, being partial waivers of loan repayment obligations determined by the Board under the Plan, including where Stockland achieves earnings per stapled security targets and/or total securityholder return targets set by the Board over two and three year periods for each tranche respectively:

provided that Mr Quinn will receive no benefit under paragraph (a), (b), and (c) of this resolution if he resigns or is dismissed for cause before 31 December 2007 in respect of the first tranche and 30 June 2008 in respect of the second tranche of stapled securities issued or transferred in accordance with this resolution.

Proxies Held	Total number of proxies to vote for theresolution:	424,704,075
	Total number of proxies to vote against theresolution:	361,276,607
	Total number of proxies to abstain on theresolution:	6,687,012
	Total number of proxies where the proxymay vote at the proxy's discretion:	8,367,038

Resolution 8: Allotment or transfer of Stapled Securities to Finance Director

The meeting RESOLVED on a show of hands that approval is given for all purposes under the Corporations Act and the Listing Rules of the Australian Stock Exchange Limited for:

• the allotment or transfer of up to a total of $(a)$ 188,000 Stockland stapled securities to Mr Hugh Thorburn in two tranches, each of an equal number of stapled securities, under the terms of the Stockland Incentive Share Plan ("Plan"), within one month after the date of the meeting at which this resolution was considered:
• interest free loans be provided to Mr Thorburn $(b)$ under the Plan, for 100% of the subscription or purchase price of the stapled securities approved to be allotted or transferred to Mr Thorburn under paragraph (a); and
• the provision of awards to Mr Thorburn, being $(c)$ partial waivers of loan repayment obligations determined by the Board under the Plan, including where Stockland achieves earnings per stapled security targets and/or total securityholder return targets set by the Board over two and three year periods for each tranche respectively.

provided that Mr Thorburn will receive no benefit under
paragraphs $(a)$ , $(b)$ , and $(c)$ of this resolution if he
resigns or is dismissed for cause before 31 December
2007 in respect of the first tranche and 30 June 2008
in respect of the second tranche of stapled securities
issued or transferred in accordance with this
resolution.

Proxies Held	Total number of proxies to vote forthe resolution:	424,631,045
	Total number of proxies to voteagainst the resolution:	359,908,472
	Total number of proxies to abstainon the resolution:	8,100,284
	Total number of proxies where theproxy may vote at the proxy'sdiscretion:	8,357,236
Vote of Appreciation	The incoming Chairman provided an overview of Mr Day'scontribution to the success of the Stockland Group over thepast thirty four (34) years.
	It was RESOLVED that the meeting, by acclamation,record its appreciation for the leadership and serviceprovided to the Stockland Group by Mr Peter Daly overthe past 34 years, and wish him well in his retirement.
	There being no further business, the Chairman declared themeeting closed at 4:00 pm.
	SIGNED AS A CORRECT RECORD

CHAIRMAN