STOCKLAND — AGM Information 2009

Oct 19, 2009

MINUTES OF THE ANNUAL GENERAL MEETING OF MEMBERS OF STOCKLAND CORPORATION LIMITED (the "Company") AND MEETING OF UNITHOLDERS OF STOCKLAND TRUST (the "Trust") COMMENCING AT 2.30 PM ON TUESDAY, 20th OCTOBER 2009 AT THE FOUR SEASONS HOTEL, 199, GEORGE STREET, SYDNEY

the meeting.

then declared the meeting open.

IN ATTENDANCE:

CHAIRMAN:

Present were members/unitholders set out on the attached attendance register.

Mr Graham Bradley, Chairman of Directors, acted as Chairman of the meeting.

The Chairman advised attendees that the requisite notice of

meeting had been given and that a quorum was present. He

NOTICE AND QUORUM:

CHAIRMAN'S ADDRESS:

The Chairman addressed the meeting. A copy of his address was disclosed to the ASX at the commencement of the meeting.

The Managing Director addressed the meeting. A copy of his address was disclosed to the ASX at the commencement of

MANAGING DIRECTOR'S ADDRESS:

GENERAL BUSINESS:

RESOLUTION 1: Director's Report and Financial Statements for the vear ended 30 June 2009

RESOLUTION 2: Election of Ms C Hewson

Proxies Held

The Annual Financial Report, including the Directors' Report and Financial Statements for the year ended 30 June 2009, together with the Auditor's Report, were received.

The meeting RESOLVED, as an ordinary resolution of the Company, on a show of hands that Ms Carolyn Hewson, who retires in accordance with the Company's Constitution and, being eligible and having offered herself for election, is elected as a Director of the Company.

Total number of proxies to vote For the 1.563,724,486 resolution: Total number of proxies to vote Against 3,513,450 the resolution: Total number of proxies to Abstain on the 1,294,910 resolution:

Total number of proxies where the proxy 11,021,501 may vote at the proxy's discretion:

Minutes of Annual General Meeting 20 October 2009

RESOLUTION 3: Re-election of Mr T Williamson

Proxies Held

The meeting RESOLVED, as an ordinary resolution of the Company, on a show of hands that Mr Terry Williamson, who retires in accordance with the Company's Constitution and, being eligible and having offered himself for reelection, is re-elected as a Director of the Company.

Total number of proxies to vote Forthe resolution:	1,561,957,773$\sim$ $\sim$
Total number of proxies to voteAgainst the resolution:	5,122,011
Total number of proxies to Abstainon the resolution:	1.392,413
Total number of proxies where theproxy may vote at the proxy'sdiscretion:	11,100,350

RESOLUTION 4 Remuneration Report

Proxies Held

Mr Scott, Chairman of the Human Resources Committee. addressed the meeting. A copy of his address was disclosed to the ASX at the commencement of the meeting.

The meeting RESOLVED, as an ordinary resolution of the Company, on a show of hands that the Company's Remuneration Report for the financial year ended 30 June 2009 be approved.

Total number of proxies to vote Forthe resolution:	1,444,951,442
Total number of proxies to voteAgainst the resolution:	120,240,843
Total number of proxies to Abstainon the resolution:	3,303,333
Total number of proxies where theproxy may vote at the proxy'sdiscretion:	11,064,544

RESOLUTION 5:

Grant of Performance Rights to Managing Director

The meeting RESOLVED, as an ordinary resolution of both the Company and the Trust, on a show of hands that approval is given for all purposes, including under the Corporations Act and the Listing Rules of ASX Limited, for:

• the participation in the Stockland Performance Rights $(a)$ Plan by Mr M Quinn, Managing Director as to 1,260,000 performance rights; and
• the issue to and acquisition by Mr M Quinn of those $(b)$ performance rights and, in consequence of vesting of those performance rights, of Stockland Stapled Securities,

Minutes of Annual General Meeting 20 October 2009

Proxies Held

Proxies Held

RESOLUTION 6:

Ratification of the Issue of Stapled Securities to Deutsche Bank AG

Proxies Held

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.

Company
Total number of proxies to voteFor the resolution:	1,534,477,112
Total number of proxies to voteAgainst the resolution:	29, 382, 838
Total number of proxies to Abstainon the resolution:	5,259,230
Total number of proxies where theproxy may vote at the proxy'sdiscretion:	6,605,637
Trust
Total number of proxies to voteFor the resolution:	$5,999,805,505
Total number of proxies to voteAgainst the resolution:	$114,886,897
Total number of proxies to Abstainon the resolution:	$20,563,587
Total number of proxies where theproxy may vote at the proxy'sdiscretion:	$25,828,038

The meeting RESOLVED, as an ordinary resolution of the Company and as a special resolution of the Trust, on a poll, that the issue of 42 million Stapled Securities at an issue price of $3.63 to Deutsche Bank AG on 27 February 2009 is ratified for all purposes.

Company

Total number of proxies to voteFor the resolution:	1,535,039,747
Total number of proxies to voteAgainst the resolution:	6,255,319
Total number of proxies to Abstainon the resolution:	26,367,665
Total number of proxies where the 1proxy may vote at the proxy'sdiscretion	11,067,281

Minutes of Annual General Meeting 20 October 2009

Voting

Proxies Held

RESOLUTION 7: Ratification of the Issue of Stapled Securities to Professional Investors

Proxies Held

The meeting RESOLVED, as an ordinary resolution of both the Company and the Trust, on a show of hands that the issue of 75 million Stapled Securities at an issue price of $2.70 to professional investors on 28 May 2009 is ratified for all purposes.

Company

discretion:

Trust

resolution

resolution

Trust

the resolution

For the resolution:

on the resolution:

Against the resolution:

Total value of votes For the

Total value of votes Against the

Total value of votes to Abstain on

Total number of proxies to vote

Total number of proxies to vote

Total number of proxies to Abstain

Total number of proxies where the

proxy may vote at the proxy's

Total number of proxies to voteFor the resolution:	1,067,429,962
Total number of proxies to voteAgainst the resolution:	7,392,102
Total number of proxies to Abstainon the resolution:	248,011,506
Total number of proxies where theproxy may vote at the proxy'sdiscretion:	10,998,310

$6,088,610,311

$24,528,669

$103,161,128

$6,002,005,408

$24,458,300

$103,097,568

$43,273,066

Minutes of Annual General Meeting20 October 2009

Proxies Held

Trust

Total number of proxies to voteFor the resolution:	$4,173,651,149
Total number of proxies to voteAgainst the resolution:	$28,903,121
Total number of proxies to Abstainon the resolution:	$969,724,987
Total number of proxies where theproxy may vote at the proxy'sdiscretion:	$43,003,389

There being no further business, the Chairman declared the meeting closed at 4.05 pm.

SIGNED AS A CORRECT RECORD

CHAIRMAN