STOCKLAND — AGM Information 2007

Sep 19, 2007

Stockland Corporation Limited ABN 43 000 181 733

Stockland Trust Management Limited (ABN 86 001 900 741) AFSL No. 241190 as the Responsible Entity for Stockland Trust ARSN 092 897 348

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Notice of Meetings

Annual General Meeting of Stockland Corporation Limited and Meeting of Unit Holders of Stockland Trust

Notice is given that the Annual General Meeting of Shareholders of Stockland Corporation Limited (“the Company”) will be held in conjunction with a meeting of Unit Holders of Stockland Trust (“the Trust”), which meetings will be held on:

Date : Tuesday, 23 October 2007

Time : 2.30 pm

Place : City Recital Hall Angel Place Sydney NSW 2000

Ordinary Business of the Company

1 Financial Statements and Report

To receive the Annual Financial Report, including the Directors’ Report and Financial Statements for the year ended 30 June 2007, together with the Independent Auditor’s Report.

2 Election of Director – Duncan Boyle

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

“That Mr Duncan Boyle, who retires in accordance with the Company’s Constitution and, being eligible and having offered himself for re-election, is re-elected as a Director of the Company.”

Mr Boyle was appointed to the Board on 7 August 2007. He has 34 years experience in the insurance industry and has held responsibility at senior executive and Director level in Australia, New Zealand and the United Kingdom. He is a Director of QBE Insurance Group Limited (appointed September 2006). The election of Mr Boyle is unanimously recommended by the Board.

3 Election of Director – Barry Neil

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

“That Mr Barry Neil, who is eligible and having offered himself for election, is elected as a Director of the Company.”

Mr Neil has over thirty five years experience in property both in Australia and overseas. He was, until recently, Director of Property for Woolworths Limited. He has previously served as Chief Executive Officer, Investment Division (1999 to 2004), Executive Director (1987 to 2004) and Development Manager (1983 to 1987) of Mirvac Limited. The election of Mr Neil is unanimously recommended by the Board.

Notice of Meeting

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4 Election of Director – Nick Greiner

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

“That Mr Nick Greiner, who retires by rotation in accordance with the Company’s Constitution and, being eligible and having offered himself for re-election, is re-elected as a Director of the Company.”

Mr Greiner was first appointed to the Stockland Board in September 1992, shortly after he retired from the NSW Parliament where he served from 1980-1992, including five years as NSW Premier and Treasurer. Prior to entering Parliament, Mr Greiner held a number of executive positions in the United States and in Australia.

Mr Greiner is currently the Chairman of ASX Listed Bradken Limited, Bilfinger Berger Australia Limited and PMI Insurance Limited. He is also a Director of McGuigan Simeon Wines Limited and Bluefreeway Limited, and a number of private groups.

Mr Greiner has served as the Deputy Chairman of Stockland since his first appointment in 1992. In addition, he is also the Chairman of the Board’s Nomination and Remuneration Committee. The election of Mr Greiner is unanimously recommended by the Board.

5 Election of Director – Hugh Thorburn

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

“That Mr Hugh Thorburn, who retires by rotation in accordance with the Company’s Constitution and, being eligible and having offered himself for re-election, is re-elected as a Director of the Company.”

Mr Thorburn was appointed to the Board as Finance Director on 1 July 2004, having been Chief Financial Officer since his commencement at Stockland on 16 February 2004. Mr Thorburn is a Chartered Accountant and has held a number of senior financial and general management roles in Australian companies. The election of Mr Thorburn is unanimously recommended by the Board.

6 Election of Director – Graham Bradley

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

“That Mr Graham Bradley, who retires by rotation in accordance with the Company’s Constitution and, being eligible and having offered himself for re-election, is re-elected as a Director of the Company.”

Mr Bradley was appointed to the Board on 9 February 2004, and was appointed Chairman on 25 October 2005. Prior to joining the Board, Mr Bradley was the Managing Director of Perpetual Trustees Australia Limited, a leading wealth management and financial services company, for eight years until September 2003. Before that he was national managing partner of national law firm, Blake Dawson Waldron, and from 1978 to

Notice of Meeting

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1991 an associate and later principal of McKinsey & Co, leading international management consultants.

In addition to being Chairman of Stockland, Mr Bradley is also Chairman of Boart Longyear Limited, a top 100 listed company and of two smaller public companies - Po Valley Energy Limited and Proteome Systems Limited. Mr Bradley has announced that he will be retiring from the chair of Proteome Systems at that company’s AGM in November 2007. Mr Bradley is also a Director of Singapore Telecommunications Limited.

Mr Bradley is a Director or Chairman of a number of unlisted private organisations. He is Chairman of HSBC Bank Australia Limited and Anglo American Australia Limited, each of which is the local subsidiary of a multinational group, Chairman of Film Finance Corporation Australia Limited, a federal government agency, and a Director of MBF Australia Limited. Mr Bradley retires from the MBF Australia Board in November 2007.

In addition to his corporate responsibilities, Mr Bradley supports a number of non-profit and philanthropic organisations where he serves in various capacities.

Mr Bradley is Chairman of the Board’s Corporate Responsibility and Sustainability Committee, and a member of the Nomination and Remuneration Committee. The election of Mr Bradley is unanimously recommended by the Board.

7 Approval of Remuneration Report

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

“That the Company’s Remuneration Report for the financial year ended 30 June 2007 be approved.”

8 Approval to increase Non-Executive Directors’ Remuneration Limit

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

“That the maximum aggregate payment limit for Non-Executive Directors’ fees be increased by an amount of $600,000 from $1,900,000 including superannuation to $2,500,000 including superannuation.”

9 Grant of Performance Rights to Managing Director

To consider and, if thought fit, to pass the following resolution as separate ordinary resolutions of each of the Company and the Trust:

“That approval is given for all purposes under the Corporations Act and the Listing Rules of ASX Limited for:

• (a) the participation in the Stockland Performance Rights Plan by Mr M Quinn, Managing Director as to 395,000 performance rights; and

• (b) the acquisition accordingly by Mr M Quinn of those performance rights and, in consequence of vesting of those performance rights, of Stockland Stapled Securities,

Notice of Meeting

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in accordance with the Stockland Performance Rights Plan Rules as amended from time to time and on the basis described in the Explanatory Notes on Items of Business accompanying the Notice of Meeting convening this meeting.”

10 Grant of Performance Rights to Finance Director

To consider and, if thought fit, to pass the following resolution as separate ordinary resolutions of each of the Company and the Trust:

“That approval is given for all purposes under the Corporations Act and the Listing Rules of ASX Limited for:

• (a) the participation in the Stockland Performance Rights Plan by Mr H Thorburn, Finance Director as to 166,000 performance rights; and

• (b) the acquisition accordingly by Mr H Thorburn of those performance rights and, in consequence of vesting of those performance rights, of Stockland Stapled Securities,

in accordance with the Stockland Performance Rights Plan Rules as amended from time to time and on the basis described in the Explanatory Notes on Items of Business accompanying the Notice of Meeting convening this meeting.”

Information concerning Resolutions 2 to 10 inclusive is set out in the Explanatory Memorandum accompanying this Notice of Meeting.

By order of the Board

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P A Hepburn Secretary

20 September 2007

Notice of Meeting

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Background information

Quorum and voting

The constitution of the Company provides that at least five security holders present in person or by proxy constitute a quorum. The constitution of Stockland Trust provides that at least five security holders who together hold at least 20% of all Units entitled to vote represent a quorum. The quorum must be present at all times during the meetings.

If a quorum is not present within 30 minutes after the scheduled time for the meetings, the meetings will be dissolved.

On a show of hands each security holder present in person or by proxy has one vote. On a poll:

• (a) in the case of a resolution of the Company, each shareholder has one vote for each share held in the Company; and

• (b) in the case of a resolution of the Trust, each unit holder has one vote for each $1.00 of the value of the Units held in the Trust.

The ordinary resolutions of the Company and the Trust must be passed by more than 50% of the total votes cast on the resolution by security holders present in person or by proxy and entitled to vote.

Stapled Securities

The Company and the Trust have only Stockland Stapled Securities on issue. A Stapled Security consists of a share in the Company and a unit in the Trust. These securities are “stapled” together and quoted jointly on the ASX.

Individuals

If you plan to attend the meeting, we ask that you arrive at the meeting venue at least 30 minutes prior to the designated time so we may validate the number of votes you hold and record your attendance.

Corporations

In order to attend and vote on a show of hands at the meeting, a security holder which is a corporation must appoint a person to act as its representative or appoint a proxy. The appointment of a representative must comply with Sections 250D and 253B of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment including any authority under which it is signed.

Voting entitlements

Pursuant to Corporations Regulations 7.11.37 and 7.11.38, and the ASTC operating rules, the Directors of the Company and of Stockland Trust Management Limited (STML) have determined that the holding of each security holder for the purposes of ascertaining the voting entitlements for the Annual General Meeting and the meeting of unit holders will be as it appears in the Share/Unit Register at 7pm (Sydney time) on Sunday, 21st October 2007.

Notice of Meeting

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Voting exclusions – Resolutions 8, 9 and 10

In accordance with the ASX Listing Rules, the Company and STML will disregard any votes cast on Resolutions 8, 9 or 10 by any Director of the Company or STML (except one who is ineligible to participate in any employee incentive scheme in relation to the Company or STML), and any associate of those persons.

However, the Company and STML need not disregard a vote if:

• (i) it is cast by a person referred to above as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (ii) it is cast by the person chairing the meeting, as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

In accordance with Section 253E of the Corporations Act, STML and its associates are not entitled to vote on any resolution of the Trust if they have an interest in the resolution other than as a member of the Trust.

Proxies

If you are unable or do not wish to attend the meeting, you may appoint a proxy to attend and vote on your behalf. A proxy need not be a security holder.

If a security holder is entitled to two or more votes they may appoint two proxies and may specify the number or percentage of votes each proxy is appointed to exercise. If no such number or percentage is specified, each proxy may exercise half the security holder’s votes.

If you appoint a body corporate as your proxy, the body corporate will need to appoint an individual as its corporate representative to exercise its powers at the meetings and provide satisfactory evidence of the appointment of its corporate representative prior to the commencement of the meeting.

Security holders are able to lodge proxies by electronic means, by facsimile, or by mail. If security holders wish to lodge their proxies by electronic means, they should do so through Stockland’s Registry website (www.computershare.com/au/investors) and follow the links to Proxy Voting.

Alternatively, security holders may complete the enclosed proxy form and return it in the reply paid envelope provided. The proxy form must be lodged at Stockland’s registered office or with Stockland’s registry using the reply paid envelope or by posting, delivery or facsimile to:

Stockland Security Registry Stockland Group c/- Computershare Investor Services Pty Limited Level 25 Level 2, 60 Carrington Street, Sydney NSW 2000 133 Castlereagh Street GPO Box 242, Melbourne VIC 8060 Sydney NSW 2000 Facsimile No. (03) 9473 2118 Facsimile No. (02) 8988 2687

Proxy forms must be received no later than 2.30pm on Sunday, 21 October 2007. As a practical matter, if you are posting your proxy form, the proxy form would need to be received by 5.00 pm on Friday, 19 October 2007.

Notice of Meeting

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If you are hand delivering your proxy form, it must be delivered by 5.00 pm on Friday, 19 October 2007.

The proxy form enables a security holder to vote for or against, or abstain from voting on a resolution. A security holder may direct the proxy holder how to vote in respect of each resolution.

Submission of written questions to the Company, Trust or Auditor

A security holder who is entitled to vote at the meeting may submit a written question to the Company, Trust or Auditor in advance of the meeting:

• (1) about the business of the Company or Trust;

• (2) about the Remuneration Report (see Explanatory Memorandum);

• (3) if the question is directed to the Auditor provided it relates to:

• (a) the content of the Auditor’s Report to be considered at the meeting;

• (b) the conduct of the audit or the Auditor’s independence; or

• (c) the accounting policies adopted by Stockland in relation to the preparation of the Financial Statements.

All questions must be sent to the Company and must be received by the Company no later than five (5) business days before the date of the Annual General Meeting. Any questions should be directed to http://www.stockland.com.au

Notice of Meeting

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Explanatory Memorandum

This Explanatory Memorandum contains further information about the resolutions that will be considered at the Annual General Meeting of the Company and the meeting of the Trust to be held on Tuesday, 23 October 2007. The meetings are important. You should read this Explanatory Memorandum and the enclosed Notice of Meetings carefully and, if necessary, seek your own independent advice on any aspect about which you are not certain.

Ordinary Business of the Company

Resolutions 2 to 6 - Election of Directors

The Board has undergone a renewal process over the last three years with the retirement of three long serving Non-Executive Directors (Barry Thornton, Peter Daly and David Fairfull), three new Non-Executive Directors having joined the Board since August 2005 (Peter Scott, Lyn Gearing and Duncan Boyle) and the pending election of a new Non-Executive Director (Barry Neil) at this Annual General Meeting.

Two existing Non-Executive Directors have been nominated for re-election this year, being Mr Bradley and Mr Greiner. Mr Bradley was first appointed to the Board on 9 February 2004, and was appointed Chairman on 25 October 2005. Mr Greiner has been a Director and Deputy Chairman since 1992. The Board considers that Mr Greiner adds significant value to the Company since he thoroughly understands Stockland’s businesses and processes, and insightfully contributes to Board discussions, strategy and policy. The Board does not believe that the length of his tenure impairs his ability to bring an independent mind and judgement to bear on holding Stockland’s management accountable for its performance.

Resolution 7 – Approval of Remuneration Report

The Corporations Act has expanded the disclosure requirements for listed companies by requiring the Directors’ Report to set out a Section called the “Remuneration Report”.

Stockland’s remuneration philosophy is designed to reflect Stockland’s need to attract talent and retain directors and employees whose contribution is critical to the achievement of the continued growth and success of Stockland. The Board considers that Stockland has a rigorous performance management system that ensures executives understand what is expected of them, how they can achieve their objectives and the impact of their performance on their reward. Full details of Stockland’s policies for director and executive remuneration are set out on pages 37 to 55 of the Annual Report.

Listed companies are required to have security holders vote on whether or not they approve the Remuneration Report at the Company’s Annual General Meeting. Under the Corporations Act, the vote is advisory only and does not bind the Directors or the Company.

Resolution 8 – Approval of Non-Executive Directors’ Remuneration Limit

The Corporations Act specifies that the maximum aggregate amount of Directors’ fees which can be paid to all Non-Executive Directors must be approved by the security holders at the Annual General Meeting. The aggregate amount of Directors’ fees that may be currently payable to the Non-Executive Directors is $1,900,000 (including superannuation). This amount was approved by security holders at the 2005 Annual General Meeting.

Notice of Meeting

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The Remuneration Policy for Non-Executive Directors is designed to remunerate them at market levels for their time, commitment and responsibilities. Non-Executive Directors are paid a Directors fee and do not participate in any incentive or retirement benefit plan. Their participation in the Non-Executive Director Security Acquisition Plan is on a fee sacrifice basis only.

It is important for all security holders that Stockland is able to attract and retain well qualified Non-Executive Directors. The complexity of Stockland’s operations has significantly increased since 2005 with a corresponding increase in total assets from $8.4b in 2005 to $13.7b in 2007. This has resulted in a material increase in time spent by your Non-Executive Directors on Stockland business consistent with the increased scale and complexity of Stockland’s operations over that time. In particular, Stockland acquired both the Halladale business in the United Kingdom and the ARC Retirement Living business over the past 12 months. There has also been an increase in responsibility and potential legal liability for Non-Executive Directors over the past three years arising from developments in corporate governance, the Corporations Act and the expectations of security holders generally.

It is also important to note that the size of the Stockland Board has increased since the 2006 Annual General Meeting with the number of Non-Executive Directors increasing from 6 to 8. This increase would cause the fee cap to be exceeded this financial year in the absence of security holders approving an increase. During the 2008 financial year the Board will also establish a new Board Committee, being the Treasury Policy Committee, to assist in the governance of the more complex Stockland Group. This Committee will comprise at least two Non-Executive Directors, further increasing the Non-Executive Directors’ work load and commitment to Stockland.

The increase in aggregate Directors’ fees allows for normal growth in Directors’ fees in accordance with market conditions and assumes Stockland will retain the current number of Non-Executive Directors. Approving such an increase will enable the fee cap to remain in place for the next 2 to 3 years without Stockland being required to seek further approval from security holders.

If security holders wish to attract and retain high quality and experienced Non-Executive Directors to oversee Stockland’s ongoing success, Stockland needs to have the flexibility to pay market rates to Non-Executive Directors.

Resolutions 9 and 10 - Executive Director participation in the Performance Rights Plan (“PRP”)

The Board proposes to offer participation in the PRP to Mr Matthew Quinn (Managing Director) and Mr Hugh Thorburn (Finance Director) who are the only two Executive Directors of the Company, and therefore the only Directors who are eligible to participate in the PRP. Under Listing Rule 10.14, the ASX requires that security holders approve the grant of securities to a Director. Accordingly, security holder approval is sought for the grant of 395,000 performance rights to Mr Quinn and 166,000 performance rights to Mr Thorburn and in consequence of vesting of those performance rights, the pro rata acquisition of Stapled Securities by Messrs Quinn and Thorburn, in accordance with the PRP Rules and on the terms summarised in this Notice of Meeting.

Notice of Meeting

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Stockland remuneration policy

Stockland’s remuneration policy aims to ensure executive remuneration is commensurate with the executive’s position and responsibilities, competitive with market standards, linked with the Stockland’s strategic goals and performance, and aligned to the interests of security holders. Remuneration consists of a fixed annual component and a performance related component (including participation in the PRP). The Directors of the Company and of STML (excluding Messrs Quinn and Thorburn) believe that participation in the PRP by Messrs Quinn and Thorburn, on the terms and conditions described below, is an appropriate equity based incentive given their responsibilities and commitment. In the Board’s opinion, participation in the PRP is an important retention strategy and is intended to be a significant contributor to the continuing improved performance of Stockland.

Level of participation

The level of participation offered to Messrs Quinn and Thorburn under the PRP has been determined with reference to market practice and within the framework of Stockland’s remuneration philosophy as set out in the Remuneration Report. The Long Term Incentive amount for the Managing Director is 75% of Fixed Pay, and for the Finance Director is 60% of Fixed Pay. The number of rights allocated to all participants in the Performance Rights Plan was determined by dividing their Long Term Incentive amount by the estimated fair value of a right at 30 June 2007 being $3.6225.

Performance conditions of proposed grants

• 1 The performance conditions will be measured over a three year period from 1 July 2007 to 30 June 2010 (“performance period”).

• 2 The measures used to determine performance are Earnings Per Security Growth (“EPS Growth”) and Total Security Holder Return (“TSR”). The vesting of one half of the performance rights granted to each participant will be subject to the EPS Growth condition, while the remaining half will be subject to the TSR condition.

Earnings Per Security Growth (EPS Growth)

EPS is the base earnings per security adjusted for significant items and other items determined by the Board, as disclosed in the Notes to Stockland’s Financial Statements.

EPS Growth will be measured as the percentage increase in EPS (with respect to the previous financial year) in each of the three consecutive financial years commencing the year in which the performance rights are granted. The aggregate of the EPS Growth rates over the 3 year performance period is then compared to the aggregate of the individual target EPS Growth rates as determined by the Board for the corresponding financial years (“Target Rates”). For example, for the grants expected to be made in 2007, Target Rates will be determined at the beginning of each of the financial years ending 30 June 2008, 2009 and 2010. Actual EPS Growth will be determined at the conclusion of each of the financial years within the performance period, and both target and actual are disclosed in the Remuneration Report at the end of each financial year.

The Board believes that setting annual targets for EPS growth, and aggregating them over three years, is the most suitable and rigorous target setting process. Each annual target is set to reflect the Board’s performance expectations for the coming year, taking

Notice of Meeting

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into account prevailing market conditions and outlook. The Board believes that this approach is better aligned to security holders’ interests than setting a three year target which may become unreasonably high or low as market conditions change over the three year period.

The proportion of the EPS grant that vests will be as follows:

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----- Start of picture text -----

Cumulative EPS growth Proportion of EPS grant vesting
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Less than aggregate of Target Rates	0%
Equal to aggregate of Target Rates	50%
Greater than aggregate of Target Rates	Proportion of EPS grant vesting
but less than 5% more than aggregate of	increases in a straight line between
Target Rates	50% and 100%
At least 5% more than aggregate of Target Rates	100%

Total Security Holder Return (TSR)

TSR measures the growth in the price of securities plus cash distributions notionally reinvested in securities. In order for the TSR grant to vest, Stockland’s TSR must be greater than the growth in the ASX/S&P 200 Property Trust Accumulation Index (“Index”) (reconstituted to exclude Stockland). The performance period commences on 1 July 2007 and ends on 30 June 2010.

TSR Growth for Stockland and the companies in the Index will be calculated as follows:

• TSR will be measured over the performance period and calculated to three decimal places.

• For the purpose of this measurement, each company’s security price will be averaged over the 30 days preceding the start and end date of the performance period.

• Dividends or distributions will be assumed to have been re-invested on the ex-dividend date.

• Tax and any franking credits (or equivalent) will be ignored.

Notice of Meeting

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The proportion of the TSR grant that vests will be as follows:

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TSR of Stockland compared to Index growth over Proportion of TSR grant
the 3 year period vesting
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Equal to or less than the Index	0%
Greater than the Index	50%
Greater than the Index but less than 10% greater than the Index	Proportion of TSR grant vesting increases in a straight line between 50% and 100%
10% or more greater than the Index	100%

Other terms of the proposed grants

• 1 Any performance rights that do not vest following the measurement of performance against the TSR and EPS conditions described above, will lapse. No re-testing is to be allowed.

• 2 Disposal of Stapled Securities once released from the PRP will be subject to Stockland’s security trading policy.

• 3 On a participant’s death or cessation of employment due to retirement, total or permanent disablement, redundancy or other circumstances determined by the Board, more than 12 months after the rights were granted, unvested performance rights may vest as determined by the Board at its discretion. In some cases the Board may allow such participants to remain in the plan until the original vesting date, with vesting as for those still employed. In exercising its discretion, the Board may take into account:

• the elapsed performance period as at the date of cessation; and

• the extent to which the performance conditions have been satisfied as at the date of cessation.

Where a participant ceases employment in circumstances other than those described above, all unvested performance rights will lapse at the date the participant ceases to be employed by Stockland.

• 4 The Board will not accelerate the vesting of any performance right in the event of a change in control of Stockland except to the extent that applicable performance conditions (determined as at the date of the change in control) have been satisfied.

• 5 Performance rights will not attract dividends and voting rights until they vest and Stapled Securities are allocated whether or not the Stapled Securities are subject to non-disposal restrictions.

Notice of Meeting

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Valuation

The Board has engaged a qualified independent consultant, Deloitte Touche Tohmatsu (“Deloitte”) to advise on the estimated fair value of performance rights issued to Messrs Quinn and Thorburn under the PRP, taking into account the performance conditions set by the Board. This valuation was performed as at 22 August 2007. The final fair value of performance rights will be determined at the proposed grant date, which will be as soon as practicable after security holder approval is obtained.

Deloitte has used a Monte Carlo simulation based model to determine the fair value of each performance right which is subject to the Total Security Holder Return (“TSR”) performance hurdle and a Black-Scholes option pricing model, to determine the fair value of a performance right, which is subject to the Earnings Per Security (“EPS”) performance hurdle. Assuming that the target levels of performance for both TSR and EPS are achieved, 50% of the performance rights would be allocated and the estimated value of the total allocation as at 22 August 2007 would be $3.485 per performance right.

The following table sets out the estimated value provided to Mr Quinn and Mr Thorburn if Resolutions 9 and 10 are approved, based on the independent valuation as at 22 August 2007 provided by Deloitte and calculated in accordance with AASB 2, Share-based payments.

	Performance Rights Issued	Estimated Value of Potential Awards
Mr M J Quinn	395,000	$1,376,575
Mr H C Thorburn	166,000	$578,510

In preparing their valuation, Deloitte has made the following assumptions as at 22 August 2007:

• the market price of a Stapled Security of $7.925 (being the 5 day volume weighted average price of Stapled Securities traded on ASX up to and including 22 August 2007);

• a risk free interest rate of 6.9% equal to the three year zero coupon bond yield;

• brokers’ consensus estimates of the dividend yield of the Stapled Securities over the vesting period being 6.18% per annum;

• volatility over the last three years of the Stapled Security price and of the relevant index are a reasonable proxy for prospective volatility measures over the performance rights’ vesting period; and

• correlation over the last three years between the Stapled Security price and of the relevant index is a reasonable proxy for prospective correlation over the performance rights’ vesting period.

Maximum number of Stapled Securities

Each vested performance right will translate into one Stapled Security. Accordingly, the maximum number of Stapled Securities that may be acquired by Messrs Quinn and Thorburn,

Notice of Meeting

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for which security holder approval under Resolutions 9 and 10 is sought, is 395,000 Stapled Securities and 166,000 Stapled Securities respectively.

Price payable on grant or exercise of performance rights

Messrs Quinn and Thorburn will not be required to pay any amount on the grant or vesting of their performance rights. The performance rights are not transferable. The Company may fund a plan company or plan trust to acquire Stapled Securities on-market or to subscribe Stapled Securities at market value and transfer those Stapled Securities to the executives in order to satisfy the Company’s obligations under the PRP. Alternatively, the Company may procure the direct issue of Stapled Securities to the executives for no payment in satisfaction of its obligations under the PRP.

Names of all Executive Directors who received Performance Rights under the last approval

Messrs Quinn and Thorburn received performance rights in May 2007 under the approval granted in October 2006, for nil consideration. The reason for the delay in issuing the performance rights after security holder approval was obtained in October 2006 was due to the delay in the Federal Government enacting legislation giving Stapled Securities the same tax treatment as Shares under employee security schemes.

Mr Quinn received 470,000 performance rights and Mr Thorburn received 204,000 performance rights. Those performance rights are subject to the three year performance period ending on 30 June 2009.

Date by which grants of performance rights may be made

The proposed grants of performance rights to Messrs Quinn and Thorburn will be made as soon as practicable after security holder approval is obtained, and in any event no later than 12 months after this meeting.

Current remuneration of Executive Directors

Details of the remuneration of Messrs Quinn and Thorburn for the year ended 30 June 2007 and their holdings of securities are set out in the Remuneration Report section of the 2007 Annual Report on pages 37 to 55.

Requirements for approval

Security holder approval of the above participation in the PRP by Messrs Quinn and Thorburn and their acquisition of performance rights, and of Stapled Securities on vesting of those performance rights is sought for all purposes under the Corporations Act and the Listing Rules of ASX Limited including the following:

• Under Listing Rule 10.14, an entity must not issue securities to a related party (such as a Director or a company controlled by a Director) under an employee incentive scheme without the approval of security holders. Accordingly, approval of security holders is sought for the purpose of Listing Rule 10.14 to enable Stockland to make grants of performance rights, and subsequently issue or transfer Stapled Securities, to Messrs Quinn and Thorburn.

Notice of Meeting

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• Under Section 200B of the Corporations Act, a company may only give a person a benefit in connection with their ceasing to hold a Board or managerial office in the company or a related body corporate if it is approved by shareholders or an exemption applies. Accordingly, approval is also sought for any benefit which Messrs Quinn or Thorburn may receive under the PRP if, for example, either is totally and permanently disabled.

Recommendations of the Directors of the Company

The Directors of the Company and STML, noting the interests of Messrs Quinn and Thorburn in Resolutions 9 and 10, unanimously recommend that security holders vote in favour of Resolutions 9 and 10 for the reasons set out below:

• (i) the Directors believe the proposed equity incentives are necessary to attract and retain key executive talent;

• (ii) the Directors believe the total remuneration arrangements are fair and reasonable and consistent with ASX Corporate Governance Guidelines – Principle 9; and

• (iii) the equity incentives proposed align the interests of the key executive with the interests of security holders.

Copies of the PRP Rules are available on the Stockland website www.stockland.com.au

Notice of Meeting

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www.stockland.com.au

STOCKLAND CORPORATION LImITeD ABN 43 000 181 733

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TO VOTe ONLINe VISIT:

http://www.stockland.com.au

TO LODGe A PROXY FORm: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile 61 3 9473 2118

FOR ALL eNquIRIeS CALL: (within Australia) 1800 804 985 (outside Australia) 61 3 9415 4000

FOR YOuR VOTe TO be eFFeCTIVe IT muST be ReCeIVeD 48 HOuRS beFORe 2.30pm, 23 October 2007

YOUR COMPLETE AGM PACK IS AVAILABLE ONLINE, SIMPLY VISIT: http://www.stockland.com.au

Cast your proxy vote YOuR SeCuRe ONLINe ACCeSS INFORmATION Access your annual report SRN/HIN: FOR SECURITY REASONS IT IS IMPORTANT ThAT YOU KEEP Review and update your security holding POST CODe: YOUR SRN/hIN CONFIdENTIAL.

HOw TO COmPLeTe THIS PROXY FORm Please read these notes prior to completion of the Proxy Form.

VOTeS ON ITemS OF buSINeSS

SIGNING INSTRuCTIONS

Voting 100% of your holding. You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Voting a portion of your holding. You may indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. The sum of the votes cast on each item or the percentages for and against an item must not exceed your voting entitlement or 100%.

A proxy need not be a security holder of the Company.

APPOINTmeNT OF A SeCOND PROXY

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the proportion or number of votes each proxy may exercise, otherwise each proxy may exercise half of the votes. Fractions of votes will be disregarded. A separate Proxy Form should be used for each proxy. You can obtain additional forms by telephoning the company’s share registry or you may copy this form. If you lodge two proxies please lodge both forms together.

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the security holders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

If a representative of a corporate security holder or proxy is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained by telephoning the company’s share registry or at www.computershare.com.

LODGemeNT OF A PROXY FORm. This form (and any Power of Attorney under which it is signed) must be received at an address given above not later than 48 hours before the commencement of the meeting at 2.30pm, 23 October 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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PROXY FORm

PLeASe mARK TO INDICATe YOuR DIReCTIONS

STeP 1

APPOINT A PROXY TO VOTe ON YOuR beHALF

I/We being a member/s of Stockland Corporation Limited and Stockland Trust hereby appoint

the Chairman of the meeting[OR]

Please leave this box blank if you have selected the Chairman of the meeting. 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 Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meetings of Stockland Corporation Limited and Stockland Trust to be held at City Recital hall, Angel Place, Sydney NSW on 23 October 2007 at 2.30pm and at any adjournment of that meeting.

ImPORTANT: FOR ITemS 8, 9 AND 10 beLOw If the Chairman of the Meeting is your nominated proxy, or may be appointed by default and you have not directed your proxy how to vote on Items 8, 9 and 10 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 8, 9 and 10 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

STeP 2 ITemS OF buSINeSS

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

P 2	ITemS OF buSINeSS PLeASe NOTe:If you mark theAbstainbox for a particular item, you are directin behalf on a show of hands or on a poll and your votes will not be counted in comp	g your uting th	proxy not to vo e required maj	proxy not to vo e required maj	te on you ority on a	te on you ority on a	te on you ority on a
		For	Against		Abstain!
2	To re-elect duncan Boyle as a director
3	To elect Barry Neil as a director
4	To re-elect Nick Greiner as a director
5	To re-elect hugh Thorburn as a director
6	To re-elect Graham Bradley as a director
7	To approve the Remuneration Report
8	To approve an increase in directors’ Remuneration to a maximum of $ 2,500,000 including
	superannuation
9	To grant 395,000 performance rights to Mr Quinn
10	To grant 166,000 performance rights to Mr Thorburn

In addition to the intention advised above, the Chairman of the meeting intends to vote undirected proxies in favour of each item of business.

SIGN SIGNATuRe OF SeCuRITY HOLDeR(S) This section must be completed.

Individual or Security holder 1	Security holder 2	Security holder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary

Change of name and/or address. If your name and/or address is incorrect, please mark this box and make the correction on this form. Security holders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

S G P

2 9 PR

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