STOCKLAND — AGM Information 2011

Sep 18, 2011

133 Castlereagh Street Sydney NSW 2000

T 02 9035 2552 F 02 8988 2552

www.stockland.com.au

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19 September 2011 ASX/Media Release

NOTICE OF MEETING AND CORPORATE REPORTS

Stockland is today lodging the following documents with the ASX:

1. Notice of Annual General Meeting and Proxy Form 2011,

2. Shareholder Review 2011,

3. Financial Report 2011, and

4. Corporate Responsibility and Sustainability Report 2011.

A copy of each of the documents is attached in accordance with Listing Rule 15.7.

Documents will be mailed to securityholders on Wednesday, 21 September 2011.

Stockland’s Annual General Meeting provides an important opportunity to hear from, and ask questions of, the Board of Directors. Stockland’s AGM will be webcast live on the Stockland website.

For media enquiries contact

For investor enquiries contact

Karyn Munsie Sally-ann Parker Karyn Munsie EGM – Corporate Affairs Senior Manager Communications EGM – Corporate Affairs Stockland Stockland Stockland T +61 (0)2 9035 2180 T +61 (0)2 9035 2462 T +61 (0)2 9035 2180 M +61 (0)421 050 430 M +61 (0)401 167 401 M +61 (0)421 050 430

Stockland Corporation Ltd ACN 000 181 733 Stockland Trust Management Ltd ACN 001 900 741 AFSL 241190 As Responsible Entity for Stockland Trust ARSN 092 897 348.

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Notice of Meeting

Annual General Meeting of Stockland Corporation Limited

ABN 43 000 181 733

Dear securityholder,

I am pleased to invite you to Stockland’s 2011 Annual General Meeting to be held on Tuesday 25 October at Blaxland Ballroom, Swissotel, 68 Market Street, Sydney, commencing 2.30 pm.

Our AGM is an opportunity for our investors to hear about the Group’s progress over the past year and our plans for the year ahead. It is also a chance for you to ask any questions you may have. You are welcome to submit questions in advance. If you are unable to attend the meeting, you may view a live webcast of it on our website.

This year there are only two resolutions that require votes by securityholders – the re-election of Peter Scott as a Non Executive Director and the adoption of our 2011 Remuneration Report which sets out Stockland’s policies for ensuring that our pay practices are responsible, competitive and aligned with the interests of our investors.

Executive remuneration has been the subject of much discussion in the media over the past year, and will be on the minds of investors in a year when stock prices have performed poorly. This is a matter your Board takes very seriously, and I would like to say a few things about it in this letter. I also encourage you to read our full Remuneration Report on the Stockland website.

The Board is committed to ensuring that Stockland’s executive pay is commensurate with the Group’s business outcomes and achievements. Our executives must achieve stretch goals in order to earn annual bonuses and long-term incentives. Their base salaries are externally benchmarked and set having regard to competitive market conditions. Over recent years, Stockland’s approach to base salaries has been one of restraint. For example, our Managing Director’s base salary has not increased since 2008, and will not increase again this year.

In FY11, the Group’s performance against our preset targets was strong. We achieved an 8.6 per cent increase in earnings per security, well above our stretch target of 7 per cent, and our executives scored well against other important performance objectives. Accordingly, executive bonuses in FY11 properly reflected these achievements and were higher than in FY10.

Long-term incentives are grants of Stockland securities which vest after three years only if our hurdles for increased earnings per security and total securityholder returns are exceeded. In FY11, eligible executives received 50 per cent of their 2008 incentive awards, with the remaining 50 per cent forfeited because our three year earnings per security hurdle was not met. This is the third consecutive year in which eligible executives have forfeited 50 per cent of their long-term incentives. Incentives granted in FY12 will vest in full only if Stockland’s performance over the next three years meets both our earnings and total return hurdles.

Looking ahead, the Board has preset an FY12 earnings per security growth target for bonus purposes of 6 per cent. This is a significant stretch above our market guidance that our earnings per security is likely to be around the same in FY12 as it was in FY11, before adjustment for our security buy-back program. This 6 per cent target will determine 40 per cent of the Managing Director’s annual bonus and will also apply to all Executives and General Managers.

Lastly, the Board regularly reviews Stockland’s remuneration policies to ensure that they meet best market practice. We have made a number of changes to our policies for FY12, and we will be further reviewing our policies over coming months. The outcome of these reviews will be set out in the FY12 Remuneration Report.

I will speak more about this topic and other important matters at the AGM and my remarks, together with those of the Managing Director, will be available after the meeting on the Stockland website.

I look forward to seeing many of you at our meeting.

Yours sincerely,

Notice is given that the Annual General Meeting of Securityholders of Stockland Corporation Limited (“the Company”) will be held on:

Date: Tuesday, 25 October 2011

Time: 2.30 pm (Sydney time)

Place: Blaxland Ballroom, Swissotel, 68 Market Street, Sydney NSW 2000

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Graham Bradley AM Chairman

ANNUAL GENERAL MEETING

Getting there

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TRAIN

The closest train station is Town Hall (all suburban lines). For information about train times, please call 131 500.

BUS

Some State Transit buses stop along George Street outside the Queen Victoria Building. For more information about bus routes and timetables, please call 131 500.

MONORAIL

The closest monorail station is Galeries Victoria (Pitt Street, Sydney).

PARKING

Parking is available off Pitt Street and Castlereagh Street.

INFORMATION ABOUT STOCKLAND

You can read about Stockland’s FY11 performance in the Shareholder Review, Financial Report and Sustainability Report, available at ww w.stockland.com.au.

FURTHER INFORMATION

If you would like any further information regarding the AGM, please contact the company’s share registry, Computershare, on 1800 804 985 if calling from within Australia or +61 3 9415 4000 from outside Australia.

WEBCAST

If you are unable to attend the AGM, you may view a live webcast of it on the Stockland website at ww w.stockland.com.au.

ANNUAL GENERAL MEETING

Ordinary Business of the Company

1. Financial Statements and Report

As required by section 317 of the Corporations Act, the Combined Annual Financial Report of the Company and Stockland Trust (the “Trust”), including the Directors’ Report and Financial Statements for the year ended 30 June 2011, together with the Independent Auditor’s Report will be laid before the meeting. No resolution is required for this item of business.

2. Election of Director – Peter Scott

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

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

Mr Scott was appointed to the Board on 9 August 2005. He is Chairman of Sinclair Knight Merz Holdings Limited and Perpetual Limited, where he was appointed a Director on 31 July 2005. Mr Scott is a Director of Pilotlight Australia, a not for profit organisation and O’Connell Street Associates Pty Limited. He was a member of the Advisory Board of Laing O’Rourke Australia from August 2008 to August 2011. Mr Scott was the Chief Executive Officer of MLC and Executive General Manager, Wealth Management of National Australia Bank until January 2005. Prior to this, he held a number of senior positions with Lend Lease, following a successful career as a consulting engineer in Australia and overseas. Mr Scott is Chairman of the Human Resources Committee and a member of the Risk Committee.

The election of Mr Scott is unanimously recommended by the Board.

3. Adoption of the Remuneration Report

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

“That the Company’s Remuneration Report for the financial year ended 30 June 2011 be adopted.”

Stockland’s Remuneration Report can be found on pages 22 to 43 of the Annual Financial Report or via the Stockland website.

Listed companies are required to provide the opportunity for securityholders to vote on whether or not they approve the Remuneration Report at the Company’s Annual General Meeting. This resolution is advisory only and does not bind the Directors of the Company.

Under the recent amendments to the Corporations Act, if the Company’s remuneration report receives a “no” vote of 25 per cent or more at two consecutive annual general meetings, a resolution must be put to securityholders at the second annual general meeting as to whether another meeting of Stockland securityholders should be held within 90 days at which all Directors (other than the Managing Director) who were in office at the date of the relevant Directors’ Report must stand for re-election.

The Board views setting remuneration policies as one of its most important responsibilities – ensuring that Stockland’s remuneration policies and practices are fair, responsible, competitive and effective.

Our remuneration approach is designed to attract, motivate and retain the best people. Employee remuneration is directly linked to business performance and aligns incentive payments to securityholder interests via business outcomes such as total securityholder returns (TSR) and earnings per security (EPS).

Short-term incentives awarded in FY11 reflected the strong company performance over the year including 8.6 per cent uplift in EPS (above our target of 7 per cent).

Long-term incentives are aligned to securityholder interests and will only vest if three-year total TSR and stretch EPS hurdles are exceeded. In FY11 eligible executives received 50 per cent of their incentives awarded in 2008 while the remaining 50 per cent lapsed as the EPS hurdle was not met.

Over recent years, Stockland’s approach to base salaries has been one of restraint. For example, our Managing Director’s fixed pay was not increased for FY12, and was not increased for the past four years. For FY12 the Board has set an EPS growth target of 6 per cent for bonus purposes. This is a significant stretch compared to market guidance that EPS is expected to be around the same as FY11, before adjusting for our security buy-back program. This EPS target applies to the Managing Director, the Executive Committee and General Managers, with 40 per cent of the Managing Director’s total short-term incentive award based on this target.

The Chairman will give securityholders an opportunity to ask questions about or make comments on the Remuneration Report. Although this vote does not bind Stockland, the Board intends to take into account securityholder feedback when considering Stockland’s future Remuneration Policy.

By order of the Board

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P A Hepburn Secretary

Date: 21 September 2011

ANNUAL GENERAL MEETING

Background information

Quorum and voting

The constitution of the Company provides that at least five securityholders present in person or by proxy constitute a quorum. The quorum must be present at all times during the meeting.

If a quorum is not present within 30 minutes after the scheduled time for the meeting, the meeting will be adjourned. The Directors of the Company have decided that the adjourned meeting will be held immediately after the adjournment. Members present (being at least two) in person or by proxy 30 minutes after the commencement of the adjourned meeting will constitute a quorum.

On a show of hands each securityholder present in person or by proxy has one vote. On a poll, each securityholder has one vote for each share held in the Company.

The ordinary resolutions of the Company must be passed by more than 50 per cent of the total votes cast on the resolution by securityholders 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, record your attendance and provide you with your voting cards.

Corporations

In order to attend and vote on a show of hands at the meeting, a securityholder which is a corporation must appoint a person to act as its representative or appoint a proxy. The appointment of a corporate 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 ASX Settlement Operating Rules, the Directors of the Company have determined that subject to the voting exclusions set out below, the holding of each securityholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share Register at 7.00 pm (Sydney time) on Sunday, 23 October 2011.

Voting exclusions

Resolution Three

A vote must not be cast (in any capacity) on Resolution Three by or on behalf of the Company’s key management personnel (including the Directors), details of whose remuneration are included in the Remuneration Report (“KMP”) or their closely related parties, whether as a securityholder or as a proxy. However, a vote may be cast on Resolution Three by a KMP, or a closely related party of a KMP, if:

• (i) the vote is cast as a proxy appointed in writing that specifies how the proxy is to vote on Resolution Three; and

• (ii) the vote is not cast on behalf of a KMP or a closely related party of a KMP.

Proxy voting by the Chairman of the Meeting

The Chairman of the Meeting is not permitted to vote undirected proxies on Resolution Three. If you appoint the Chairman of the Meeting as your proxy, and you do not provide a voting direction in respect of Resolution Three on the proxy form, you will have directed the Chairman of the Meeting to vote in favour of Resolution Three.

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 securityholder.

If a securityholder 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 securityholder’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 meeting and provide satisfactory evidence of the appointment of its corporate representative prior to the commencement of the meeting.

Securityholders are able to lodge proxies by electronic means, by facsimile, or by mail. If securityholders wish to lodge their proxies by electronic means, they should do so through Stockland’s Registry website (ht tp://ww w.investorvote.c om.au).

Alternatively, securityholders 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

c/- Computershare Investor Services Pty Limited Level 4, 60 Carrington Street Sydney NSW 2000 GPO Box 242, Melbourne VIC 3001 Facsimile No. (03) 9473 2555

Stockland

Level 25, 133 Castlereagh Street Sydney NSW 2000 Facsimile No. (02) 8988 2687

Proxy forms must be received no later than 2.30 pm on Sunday, 23 October 2011. 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, 21 October 2011.

If you are hand delivering your proxy form, it must be delivered by 5.00 pm on Friday, 21 October 2011.

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

Submission of written questions to the Company or Auditor

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

• (1) about the business of the Company;

• (2) about the Remuneration Report; or

• (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://ww w.stockland.com.au.

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Stockland Corporation Limited ABN 43 000 181 733

Lodge your vote:

Online:

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

For all enquiries call:

(within Australia) 1800 804 985 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online or view the annual report, 24 hours a day, 7 days a week: Your secure access information is: Cast your proxy vote Control Number: Access the annual report SRN/HIN: Review and update your security holding PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

:

For your vote to be effective it must be received by 2.30pm (Sydney time) Sunday 23 October 2011

If you are hand delivering or mailing your proxy form, it must be received by 5:00pm (Sydney time) on Friday 21 October 2011

How to Vote on Items of Business

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

Appointment of Proxy

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, then subject to any voting exclusion, your proxy may vote as they choose. 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%.

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 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.

Appointing 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 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.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be under the information tab, “Downloadable forms”.

A proxy need not be a securityholder of the Company.

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

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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.

Prox Form y

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 hereby appoint

the Chairman of the Meeting[OR]

PLEASE NOTE: 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 Meeting of Stockland Corporation Limited to be held at the Blaxland Ballroom, Swissotel, 68 Market Street, Sydney NSW on Tuesday, 25 October 2011 at 2.30pm (Sydney time) and at any adjournment or postponement of the meeting.

Important for Item 3: The Chairman of the Meeting is not permitted to vote undirected proxies on Resolution 3. If the Chairman of the Meeting is your proxy, and you do not provide a voting direction in respect of Resolution 3 in Step 2, you will have directed the Chairman of the Meeting to vote in favour of Resolution 3.

STEP 2 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 on a poll.

Item	2	To re-elect Mr Peter Scott as a Director
Item	3	To adopt the Remuneration Report

SIGN Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime / / Name Telephone Date

S G P

1 3 4 1 5 7 A

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