STOCKLAND — AGM Information 2013

Oct 28, 2013

MINUTES OF THE ANNUAL GENERAL MEETINGS OF MEMBERS OF STOCKLAND CORPORATION LIMITED (the ”Company”) AND STOCKLAND TRUST (the “Trust”) COMMENCING AT 2.30 PM ON TUESDAY, 29th OCTOBER 2013 AT THE FOUR SEASONS HOTEL, 199, GEORGE STREET, SYDNEY, NEW SOUTH WALES, 2000

IN ATTENDANCE:	Present were members set out on the attached attendance
	register.
CHAIRMAN:	Mr Graham Bradley, Chairman of Directors, acted as
	Chairman of the meeting.
NOTICE	The Chairman advised attendees that the requisite notice of
AND QUORUM:	meeting had been given and that a quorum was present. He
	then declared the meeting open.
**CHAIRMAN’S **	The Chairman addressed the meeting. A copy of his address
ADDRESS:	was disclosed to the ASX prior to the commencement of the
	meeting.
**MANAGING DIRECTOR’S **	The Managing Director addressed the meeting. A copy of his
ADDRESS:	address was disclosed to the ASX prior to the commencement
	of the meeting.
RESOLUTION 1:	The Annual Financial Report, including the Directors’ Report
Financial Statements and	and Financial Statements for the year ended 30 June 2013,
Report for the year ended 30	together with the Auditor’s Report, were received.
June 2013
RESOLUTION 2:	The meeting RESOLVED, as an ordinary resolution of the
Approval of 2013	Company, on a poll, that the Company’s Remuneration Report
Remuneration Report	for the financial year ended 30 June 2013 be approved.
Votes	Total number of votes castForthe 1,678,461,801
	resolution:
	Total number of votes castAgainst 18,172,706
	the resolution:
	Total number of votesAbstaining 26,572,240
	on the resolution:
Proxies Held	Total number of proxies to voteFor 1,664,768,071
	the resolution:
	Total number of proxies to vote 15,283,036
	Againstthe resolution:
	Total number of proxies toAbstain 26,518,086
	on the resolution:

Page 1 of 8

Minutes of Annual General Meeting 29 October 2013

Total number of proxies where the 8,076,284 proxy may vote at the proxy’s discretion:

RESOLUTION 3: The meeting RESOLVED, as separate ordinary resolutions of Grant of Performance Rights the Company and the Trust, on a show of hands, that to Managing Director: 2013 approval is given for all purposes, including under the Remuneration Corporations Act and the Listing Rules of ASX Limited, for:

• (a) the participation in the Stockland Performance Rights Plan by Mr M Steinert, Managing Director as to 528,000 performance rights as part of his 2013 financial year remuneration; and

• (b) the issue to and acquisition by Mr M Steinert 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 Meetings convening these meetings.

	meetings.
Proxies Held	Total number of proxies to	1,662,910,707
	voteForthe resolution:
	Total number of proxies to	17,403,068
	voteAgainstthe resolution:
	Total number of proxies to	26,452,118
	Abstainon the resolution:
	Total number of proxies	7,884,806
	where the proxy may vote at
	the proxy’s discretion:

RESOLUTION 4: Grant of Performance Rights to Managing Director: 2014 Remuneration

The meeting RESOLVED, as separate ordinary resolutions of 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:

• (a) the participation in the Stockland Performance Rights Plan by Mr M Steinert, Managing Director as to 915,000 performance rights as part of his 2014 financial year remuneration; and

• (b) the issue to and acquisition by Mr M Steinert 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 Meetings convening these

Page 2 of 8

Minutes of Annual General Meeting 29 October 2013

29 October 2013
	meetings.”
Proxies Held	Total number of proxies to	1,662,198,734
	voteForthe resolution:
	Total number of proxies to	18,049,255
	voteAgainstthe resolution:
	Total number of proxies to	26,499,209
	Abstainon the resolution:
	Total number of proxies	7,903,501
	where the proxy may vote at
	the proxy’s discretion:
RESOLUTION 5:	The meeting RESOLVED, as an ordinary resolution of the
Re-election of Director –	Company, on a show of hands, that Ms Carol Schwartz, who
Ms Carol Schwartz	retires in accordance with the Company’s Constitution and, being eligible and having offered herself for re-election, is re-
	elected as a Director of the Company.
Proxies Held	Total number of proxies to voteForthe	1,690,129,795
	resolution:
	Total number of proxies to voteAgainst	4,119,679
	the resolution:
	Total number of proxies toAbstainon the	12,389,065
	resolution:
	Total number of proxies where the proxy	8,342,192
	may vote at the proxy’s discretion:
RESOLUTION 6:	The meeting RESOLVED, as an ordinary resolution of the
Re-Election of Director –	Company, on a show of hands, that Mr Duncan Boyle, who
Mr D Boyle	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.
Proxies Held	Total number of proxies to voteForthe	1,682,509,636
	resolution:
	Total number of proxies to voteAgainst	11,683,452
	the resolution:
	Total number of proxies toAbstainon the	12,433,743
	resolution:
	Total number of proxies where the proxy	8,357,516
	may vote at the proxy’s discretion:

RESOLUTION 7: Re-Election of Director – Mr B Neil

The meeting RESOLVED, as an ordinary resolution of the Company, on a show of hands, that Mr Barry Neil, 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.

Page 3 of 8

Minutes of Annual General Meeting 29 October 2013

Proxies Held	Total number of proxies to voteForthe	1,682,299,441
	resolution:
	Total number of proxies to voteAgainst	11,782,386
	the resolution:
	Total number of proxies toAbstainon the	12,515,901
	resolution:
	Total number of proxies where the proxy	8,386,619
	may vote at the proxy’s discretion:
RESOLUTION 8:	The meeting RESOLVED, as an ordinary resolution of the
Re-Election of Director –	Company, on a show of hands, that Mr Graham Bradley, who
Mr G Bradley	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.
Proxies Held	Total number of proxies to voteFor	1,686,052,718
	the resolution:
	Total number of proxies to vote	8,148,737
	Againstthe resolution:
	Total number of proxies toAbstain	12,437,311
	on the resolution:
	Total number of proxies where the	8,345,581
	proxy may vote at the proxy’s
	discretion:

RESOLUTION 9.1: Amendment to Company Constitution to enable capital reallocations from the Trust to the Company

The meeting RESOLVED, as a special resolution of the Company, on a poll, that the constitution of Stockland Corporation Limited is amended with effect on and from the close of this meeting by inserting the following as a new article 10A:

“ 10A Capital Reallocation

If, at any time, the responsible entity of the Stapled Trust makes a distribution of capital of the Stapled Trust to the holders of Stapled Units on terms that the amount to be distributed in respect of each Stapled Unit (“Capital Reallocation Amount”) is to be paid at the direction of the holder of the Stapled Unit to the Company as an additional capital payment in respect of the Share to which that Stapled Unit is stapled, then the holder of that Stapled Unit, as a holder of a Stapled Security (comprising the Stapled Unit and the Share to which that Stapled Unit is Stapled), is:

• (a) taken to have directed the Company to accept the Capital Reallocation Amount as an additional capital payment in respect of the Share to which that Stapled Unit is stapled; and

• (b) deemed to have appointed the Company as its attorney and agent to do all things the Company considers

Page 4 of 8

Minutes of Annual General Meeting 29 October 2013

necessary to give effect to the receipt of the Capital Reallocation Amount by the Company,

and the Company shall be deemed to receive the Capital Reallocation Amount as an additional payment in respect of the Share to which that Stapled Unit is Stapled.”

Votes	Total number of votes castForthe			1,709,519,363
	resolution:
	Total number of votes castAgainst			1,636,871
	the resolution:
	Total number of votesAbstaining			13,015,786
	on the resolution:
Proxies Held	Total number of proxies to voteFor			1,687,513,528
	the resolution:
	Total number of proxies to vote			1,636,871
	Againstthe resolution:
	Total number of proxies toAbstain			13,003,525
	on the resolution:
	Total number of proxies where the			12,830,423
	proxy may vote at the proxy’s
	discretion:
RESOLUTION 9.2:	The meeting RESOLVED, as a special resolution of the Trust,
Amendment toTrust	on a poll, that the constitution of Stockland		Trust be amended
Constitution to enable	to enable capital reallocations to be made from			Stockland Trust
capital reallocations from	to Stockland Corporation Limited	in accordance with the
the Trust to the Company	provisions of the Supplemental Deed in the form tabled at the
	meeting and initialled by the Chairman of the			meeting for the
	purpose of identification, and	that	Stockland Trust
	Management Limited is authorised		to	execute the
	Supplemental Deed and lodge it with the Australian Securities
	and Investments Commission to	give	effect to these
	amendments to the constitution of the Stockland Trust.
Votes	Total number of votes castForthe			$6,683,717,113
	resolution:
	Total number of votes castAgainst			$7,105,178
	the resolution:
	Total number of votesAbstaining			$50,656,728
	on the resolution:
Proxies Held	Total number of proxies to voteFor			$6,599,604,403
	the resolution:
	Total number of proxies to vote			$7,105,178
	Againstthe resolution:

Page 5 of 8

Minutes of Annual General Meeting 29 October 2013

29 October 2013
	Total number of proxies toAbstain $50,608,788
	on the resolution:
	Total number of proxies where the $48,270,428
	proxy may vote at the proxy’s
	discretion:
RESOLUTION 10.1	The meeting RESOLVED, as an ordinary resolution of the
Capital Reallocation –	Trust, on a poll, that, subject to resolutions 9.1 and 9.2 in the
Distribution of Capital by	Notice of Meeting convening this Meeting each being approved
Stockland Trust:	and the amendments to the constitution of the Stockland Trust
	referred to in resolution 9.2 taking effect, at any time prior to 31
	December 2013, Stockland Trust Management Limited is
	authorised to make a distribution of capital of the Stockland
	Trust under clause 9A in the amount of up to $0.22 per
	Stockland Trust unit, being a total amount of up to $510 million,
	which is to be applied by Stockland Trust Management Limited
	as agent for and on behalf of the holders of units in Stockland
	Trust by paying that amount at the direction of each holder of
	units in Stockland Trust to Stockland Corporation Limited as an
	additional capital payment in respect of the Share in Stockland
	Corporation Limited already issued to which that unit in
	Stockland Trust is stapled.
Votes	Total number of votes castForthe $6,686,010,895
	resolution:
	Total number of votes castAgainst $6,749,806
	the resolution:
	Total number of votesAbstaining $48,718,318
	on the resolution:
Proxies Held	Total number of proxies to voteFor $6,616,604,243
	the resolution:
	Total number of proxies to vote $6,749,806
	Againstthe resolution:
	Total number of proxies toAbstain $48,670,378
	on the resolution:
	Total number of proxies where the $33,564,371
	proxy may vote at the proxy’s
	discretion:

RESOLUTION 10.2 Capital Reallocation – Acceptance of Distribution of Capital from Stockland Trust by Stockland Corporation Limited:

The meeting RESOLVED, as an ordinary resolution of the Company, on a poll, that, subject to resolutions 9.1, 9.2 and 10.1 in the Notice of Meeting convening this Meeting each being approved and the amendments to the constitution of Stockland Trust referred to in the resolution 9.2 taking effect, if, at any time prior to 31 December 2013, Stockland Trust Management Limited makes a distribution of capital of the Stockland Trust in the amount of up to $0.22 per unit in the Stockland Trust (Capital Reallocation Amount), being a total

Page 6 of 8

Minutes of Annual General Meeting 29 October 2013

29 October 2013
	amount of up to $510 million, which is applied as an additional
	capital payment in respect of each Share in Stockland
	Corporation Limited to which a unit in	Stockland Trust is
	stapled, then Stockland Corporation Limited will receive and
	accept the Capital Reallocation Amount	in accordance with
	clause 10A of the constitution of Stockland Corporation
	Limited.
Votes	Total number of votes castForthe	1,709,921,575
	resolution:
	Total number of votes castAgainst	1,764,051
	the resolution:
	Total number of votesAbstaining	12,486,394
	on the resolution:
Proxies Held	Total number of proxies to voteFor	1,692,093,296
	the resolution:
	Total number of proxies to vote	1,764,051
	Againstthe resolution:
	Total number of proxies toAbstain	12,474,133
	on the resolution:
	Total number of proxies where the	8,652,867
	proxy may vote at the proxy’s
	discretion:
RESOLUTION 11	The meeting RESOLVED, as a special resolution of the
Amendments to Company	Company, on a poll, that the constitution of Stockland
Constitution:	Corporation Limited is amended with effect on and from the
	close of this meeting by making the amendments contained in
	the amended Constitution tabled at the meeting and signed by
	the Chairman of the meeting for the purpose of identification.
Votes	Total number of votes castForthe	1,539,666,909
	resolution:
	Total number of votes castAgainst	171,521,648
	the resolution:
	Total number of votesAbstaining	12,982,333
	on the resolution:
Proxies Held	Total number of proxies to voteFor	1,521,940,865
	the resolution:
	Total number of proxies to vote	171,515,312
	Againstthe resolution:
	Total number of proxies toAbstain	12,921,779
	on the resolution:

Page 7 of 8

Minutes of Annual General Meeting 29 October 2013

29 October 2013
	Total number of proxies where the	8,606,391
	proxy may vote at the proxy’s
	discretion:
RESOLUTION 12	The meeting RESOLVED, as a special resolution of the Trust,
Amendments to Trust	on a poll, that the constitution of Stockland	Trust be amended
Constitution:	to provide greater flexibility in the setting of the issue price of
	interests, allow for direct voting and certain	other amendments
	in accordance with the provisions of the Supplemental Deed in
	the form tabled at the meeting and initialled by the Chairman of
	the meeting for the purpose of identification,	and that Stockland
	Trust Management Limited is authorised to execute the
	Supplemental Deed and lodge it with the Australian Securities
	and Investments Commission to give	effect to these
	amendments to the constitution of the Stockland Trust.
Votes	Total number of votes castForthe	$6,020,106,091
	resolution:
	Total number of votes castAgainst	$670,635,540
	the resolution:
	Total number of votesAbstaining	$50,749,345
	on the resolution:
Proxies Held	Total number of proxies to voteFor	$5,950,792,888
	the resolution:
	Total number of proxies to vote	$670,610,767
	Againstthe resolution:
	Total number of proxies toAbstain	$50,529,782
	on the resolution:
	Total number of proxies where the	$33,655,360
	proxy may vote at the proxy’s
	discretion:

There being no further business, the Chairman declared the meeting closed at 4.00pm.

SIGNED AS A CORRECT RECORD

CHAIRMAN

Page 8 of 8