STOCKLAND - AGM Information 2019 | FinancialReports.eu

20 September 2019 133 Castlereagh Street T 02 9035 2000 Sydney NSW 2000 F 02 8988 2552 www.stockland.com

NOTICE OF ANNUAL GENERAL MEETING OF STOCKLAND CORPORATION LIMITED AND MEETING OF UNIT HOLDERS OF STOCKLAND TRUST

Stockland has lodged today the following documents with ASX:

Notice of Meetings (Annual General Meeting of Stockland Corporation Limited and Meeting of Unit Holders of Stockland Trust); and
Proxy Form.

The meetings will be held at 2.30pm (Sydney time) on Monday 21 October 2019 at The Westin Sydney (to be renamed The Fullerton Hotel Sydney on 18 October 2019), Heritage Ballroom, 1 Martin Place, Sydney. The meetings will also be webcast live on the Stockland website.

Documents will be despatched to securityholders today.

ENDS

Investor enquiries:

Mel Buffier General Manager Investor Relations 0411 622 899 | 02 9035 3620 [email protected]

Media enquiries:

Larissa Webster Senior Manager Media Relations 0418 254 959 | 02 9035 3328 [email protected]

Stockland

Stockland (ASX: SGP) was founded in 1952 and has grown to become one of Australia’s largest diversified property groups – owning, developing and managing a large portfolio of shopping centres, residential communities, workplace and logistic assets and retirement living villages. Stockland is rated as the most sustainable real estate company in the world in 2018 by the Dow Jones Sustainability World Index (DJSI). Stockland is also an Employer of Choice for Gender Equality, as recognised by the Workplace Gender Equality Agency.

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

20 September 2019

Notice of

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Dear Securityholder,

I am pleased to invite you to Stockland's 2019 Annual General Meeting (AGM) to be held at 2.30pm on Monday 21 October 2019 at The Westin Sydney (to be renamed The Fullerton Hotel Sydney on 18 October 2019), Heritage Ballroom, 1 Martin Place, Sydney. The meeting will also be webcast live on the Stockland website.

Our AGM provides an occasion to meet the Board, hear from the Managing Director, and ask any questions you may have. You are welcome to submit questions in advance by mail or via our website.

The AGM also provides an opportunity to vote on the four resolutions for securityholder approval. If you are unable to attend the meeting, I encourage you to vote prior to the meeting online or using the forms that are included.

Financial overview

FY19 has been a challenging year, however I am pleased to report our overall results are in line with our funds from operations (FFO) guidance. With tougher market conditions, an evolving regulatory environment and the general uncertainty that election campaigns bring, a continued focus on our strategic priorities including improving portfolio quality, growing our Workplace and Logistics weighting and broadening the capital base, has guided the business through the year.

We have delivered FFO earnings per security growth of 5.1 per cent over the year. Statutory EPS growth declined 69.6 per cent to $311 million reflecting non-cash adjustments on retail town centre and retirement living devaluations, a retirement living goodwill writedown, mark to market on financial instruments and tax expense.

During the year, we restructured our business and leadership team to position us for continued success and sustainable growth. This has enabled us to realise efficiencies, leverage expertise and stay ahead of the curve as customer preferences, innovation, technology and global trends continue to disrupt the property sector.

Valuing our customers

Confidence in corporate Australia has been tested over the past year with increased scrutiny on organisations and their interactions with customers. It is incumbent on all businesses to engage with customers in an ethical and considered manner and this has been and will always be a priority for Stockland.

Over the past year the Board and executive team visited many Stockland assets and projects to understand the contribution we are making to communities across Australia and to hear first-hand what customers need and expect from us.

Our customer focus continues to be one of our points of difference and helps us stand out from our competitors. From the Board down we continue to look at how we engage with our customers and deliver on our promises on a day to day basis. When independently polled our residential customers, workplace and logistics tenants, and retirement living residents all reported satisfaction levels around or above 85 per cent, and retail customers and tenants reported over 80 per cent satisfaction.

Board renewal

At the AGM Mr Barry Neil will be seeking re-election for a fifth term and his re-election is unanimously supported by the Board as we continue to balance Board renewal with a deep corporate knowledge and understanding of the Stockland business.

Annual

General Meeting of Stockland Corporation Limited ("Company") and Meeting of Unit Holders of Stockland Trust (" ~~Trust~~ " ~~)~~

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

Date

Monday 21 October 2019

Time

2.30pm (Sydney time)

Place

The Westin Sydney (to be renamed The Fullerton Hotel Sydney on 18 October 2019) Heritage Ballroom 1 Martin Place Sydney NSW 2000

Stockland Notice of Meetings 2019 01

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Ingleburn, NSW
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Mr Stephen Newton will also be seeking re-election at the AGM for his second term and the Board unanimously supports his re-election.

After nine years of service Ms Carol Schwartz will retire from the Stockland Board at the Annual General Meeting. Carol has been a highly respected member of the Board bringing incredible drive and passion to her role. I would like to thank Carol for her significant contribution to Stockland and wish her well for the future.

The Board is actively focussed on its succession planning and we are progressing discussions with candidates to join the Board with an update to be provided once this process has concluded.

Remuneration Report and performance rights

Two further resolutions seek approval of the Remuneration Report and the grant of performance rights to the Managing Director as part of his FY20 remuneration. The Board is committed to ensuring that Stockland’s executive pay is commensurate with the Group’s business outcomes and achievements and our executives must achieve stretch goals in order to earn annual bonuses and long-term incentives.

The Board unanimously recommends approval of these two resolutions.

Thank you for your continued support during the year and I look forward to speaking with you at the AGM.

Your sincerely,

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Tom Pockett Chairman

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02 Stockland Notice of Meetings 2019

1. Financial Statements and Report

As required by section 317 of the Corporations Act, the Annual Financial Report, including the Directors’ Report and Financial Statements for the year ended 30 June 2019, together with the Independent Auditor’s Report will be laid before the meetings. The combined reports of the Company and the Trust for the year ended 30 June 2019 will also be laid before the meetings. No resolution is required for this item of business.

2. Re-election of Director – Mr 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 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 Neil was appointed as a Director on 23 October 2007 and has served 12 years on this Board. Noting the ongoing renewal of director roles with the majority of the Board’s tenure currently under five years, Barry has a deep corporate knowledge of Stockland as well as extensive experience in the property sector and the Board unanimously recommends his re-election as a Director for a further term of 3 years.

Mr Neil has over 40 years’ experience in all aspects of property development, both in Australia and overseas. Mr Neil’s executive career included senior property and investment roles at both Mirvac and Woolworths Limited and has included the acquisition, development and operation of landmark developments in multiple asset classes.

3. Re-election of Director – Mr Stephen Newton

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

“That Mr Stephen Newton, 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 Newton was appointed as a Director on 20 June 2016. Mr Newton has extensive experience across real estate investment, development and management and infrastructure investment and management. Mr Newton is a Principal of Arcadia Funds Management Limited, a real estate investment management and capital advisory business and prior to this, he was the Chief Executive Officer - Asia/Pacific for the real estate investment management arm of Lend Lease.

Mr Newton is currently a Director of BAI Communications Group, Viva Energy REIT Group and Sydney Catholic Schools Limited, and Chairman of the Finance Council for the Catholic Archdiocese of Sydney.

Mr Newton is Chairman of the Stockland Audit Committee and a member of the Stockland Risk and Sustainability Committees. He is a Director of Stockland Capital Partners Limited, the Responsible Entity for Stockland’s unlisted funds and Chairman of the Stockland Capital Partners Limited Audit and Risk Committee.

The re-election of Mr Newton is unanimously recommended by the Board.

Mr Neil is Chairman of Keneco Pty Limited and Bitumen Importers Australia Pty Limited and a Director of Terrace Tower Group Pty Ltd.

Mr Neil is Chairman of Stockland Capital Partners Limited, the Responsible Entity for Stockland’s unlisted funds and a member of the Stockland Audit Committee and Sustainability Committee.

The re-election of Mr Neil is unanimously recommended by the Board.

Stockland Notice of Meetings 2019 03

4. 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 2019 be adopted.”

Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

The Directors unanimously recommend that securityholders vote in favour of this resolution.

5. 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, including under the Corporations Act and the Listing Rules of ASX Limited, for:

(a) the participation in the Stockland Performance Rights Plan by Mr Mark Steinert, Managing Director as to 670,721 performance rights as part of his 2020 financial year remuneration; and
(b) the issue to and acquisition by Mr Mark Steinert, Managing Director 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 Statement on Items of Business accompanying the Notice of Meeting convening these meetings.”

The Directors, other than Mr Steinert, unanimously recommend that securityholders vote in favour of this resolution.

Information concerning Resolutions 4 and 5 are set out in the Explanatory Statement accompanying this Notice of Meetings.

By order of the Board

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Katherine Grace Secretary 20 September 2019

Quorum and voting

The constitution of the Company provides that at least five securityholders present in person or by proxy constitute a quorum. The constitution of the Trust provides that at least five securityholders present in person or by proxy 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 adjourned. The Directors of the Company and of Stockland Trust Management Limited (“STML”), as Responsible Entity for the Trust, have decided that the adjourned meetings 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 meetings will constitute a quorum.

On a show of hands each securityholder 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.

All of the resolutions to be put to the meetings are ordinary resolutions which must be passed by more than 50% 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 only have Stockland Stapled Securities (“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 meetings, 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 meetings, 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 meetings evidence of his or her appointment including any authority under which it is signed.

Voting entitlements

Pursuant to Corporations Regulation 7.11.37 and the ASTC operating rules, the Directors of the Company and of STML 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 of the Company and the meeting of unit holders of the Trust will be as it appears in the Share/Unit Register at 7.00pm (Sydney time) on Saturday, 19 October 2019.

Stockland Notice of Meetings 2019 05

Background information

Voting exclusions – Resolution 4

A vote must not be cast (in any capacity) on Resolution 4 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 4 by a KMP, or a closely related party of a KMP (“voter”), if either:

the voter is appointed as a proxy in writing that specifies how the proxy is to vote on Resolution 4 by a person who is not also a KMP or a closely related party of a KMP; or
the voter is the Chairman of the meeting casting the vote as a proxy and their appointment expressly authorises the Chairman to exercise the proxy even though Resolution 4 is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

Voting exclusions – Resolution 5

A vote must not be cast on Resolution 5 by a KMP, or a closely related party of a KMP, acting as proxy, if their appointment does not specify the way the proxy is to vote on Resolution 5. However, this voting exclusion does not apply if the person is the Chairman of the meetings acting as proxy and their appointment expressly authorises the Chairman of the meetings to exercise the proxy even though Resolution 5 is connected directly or indirectly with the remuneration of a member of the KMP.

In accordance with the Listing Rules of ASX, the Company and STML will disregard any votes cast in favour of Resolution 5 by or on behalf of:

(i) any Director of the Company or STML who is eligible to participate in the employee incentive scheme in relation to the Company or STML in respect of which the approval is sought; or
(ii) any associate of those persons.

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

(iii) 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
(iv) it is cast by the person chairing the meetings 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 meetings, 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 meetings and provide satisfactory evidence of the appointment of its corporate representative prior to the commencement of the meetings.

If a securityholder appoints the Chairman of the meetings as their proxy or the Chairman of the meetings is appointed as the securityholder’s proxy by default, and the securityholder does not mark a voting box for Resolution 4 or Resolution 5, then by signing and returning the Proxy Form the securityholder will be expressly authorising the Chairman of the meetings to exercise the proxy in respect of the relevant resolution even though the resolution is connected directly or indirectly with the remuneration of the KMP.

The Chairman of the meetings intends to vote all undirected proxies in favour of Resolutions 2 to 5.

06 Stockland Notice of Meetings 2019

Voting at the meeting

Voting on each of the proposed resolutions at this meeting will be conducted by poll.

Lodging proxy forms

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 (www.investorvote.com.au) .

Alternatively, securityholders may complete the enclosed proxy form and return it in the reply paid envelope provided. The proxy form must be received at Stockland’s registered office or by 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 3, 60 Carrington Street, Sydney NSW 2000

GPO Box 242, Melbourne VIC 3001 Facsimile No. (03) 9473 2555

Proxy forms must be received no later than 2.30pm (Sydney time) on Saturday, 19 October 2019.

Submission of written questions to the Company, Trust or Auditor

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

about the business of the Company or Trust;
about the Remuneration Report (see Explanatory Statement); or
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 meetings;
(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 and 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 www.stockland.com.au/ contact-stockland.

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.

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Stockland Notice of Meetings 2019 07
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This Explanatory Statement 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 Monday, 21 October 2019. The meetings are important. You should read this Explanatory Statement 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

Resolution 4 – Approval of Remuneration Report

The Company is required by the Corporations Act to submit its Remuneration Report to securityholders for consideration and adoption by way of a non-binding resolution at the Meeting. This resolution is advisory only and does not bind the Directors or the Company.

Stockland’s Remuneration Report can be found on pages 86 to 103 of the 2019 Annual Report via the Stockland website.

If the Remuneration Report receives a “no” vote of at least 25% at the Meeting (constituting a first strike), and then again at the 2020 Annual General Meeting (constituting a second strike), a resolution must be put to securityholders at the 2020 Annual General Meeting (spill resolution) as to whether another meeting of 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. Stockland’s Remuneration Report was approved by approximately 98.62% of securityholders who voted at the 2018 Annual General Meeting.

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

During this financial year there were no significant changes to Stockland’s remuneration policies and practices.

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

The Directors unanimously recommend that securityholders vote in favour of this resolution.

Resolution 5 – Managing Director participation in the Performance Rights Plan (“PRP”) as part of his 2020 financial year remuneration

The Board proposes to offer participation in the PRP to the Managing Director, Mr Mark Steinert, who is eligible to participate in the PRP as an Executive Director. Mr Steinert’s participation in the PRP forms part of his usual remuneration arrangements and is consistent with his remuneration

arrangements since commencing his role as Managing Director in 2013. Under Listing Rule 10.14, ASX requires that securityholders approve any acquisition of securities under an employee incentive scheme by a Director. Accordingly, securityholder approval is sought for the grant of 670,721 performance rights to Mr Steinert and in consequence of vesting of those performance rights, the acquisition of Stapled Securities by Mr Steinert, in accordance with the PRP Rules and on the terms and conditions summarised in this Explanatory Statement.

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 Stockland’s strategic goals and performance, and aligned with the interests of securityholders. 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 Mr Steinert) believe that participation in the PRP by Mr Steinert, on the terms and conditions described below, is an appropriate equity based incentive given his responsibilities and commitment. In the Board’s view, participation by Stockland senior executives in the PRP is an important part of the Board’s strategy for retaining key talent and motivating them to improve Stockland’s profit performance.

08 Stockland Notice of Meetings 2019

Level of participation

The level of participation offered to Mr Steinert 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 (“LTI”) amount for the Managing Director is 200% of fixed pay (which includes salary, superannuation and other employee benefits). The number of rights allocated to all participants in the Performance Rights Plan was determined by dividing their LTI amount by the volume weighted average price of Stapled Securities for the 10 trading days post 30 June 2019 (which was $4.4728), rounded up to the nearest whole number. The grant value for Mr Steinert for the 2020 financial year is $3.0 million.

Performance conditions of proposed grants

The performance conditions will be measured over a three year period from 1 July 2019 to 30 June 2022 (“performance period”).
The measures used to determine performance are Earnings Per Security Growth (“EPS Growth”) and Total Securityholder Return (“TSR”). The vesting of one half of the performance rights granted to the Managing Director in respect of his remuneration for any financial year will be subject to the applicable EPS Growth condition, while the remaining half will be subject to the applicable TSR condition.

Earnings Per Security Growth (EPS Growth)

The measure used for determining earnings is FFO, with EPS Growth measured as the compound average growth rate (“CAGR”) for EPS (with respect to the year prior to grant) over the three year performance period. The actual CAGR for Stockland’s EPS over the three year performance period is then compared to the prospective CAGR EPS target set and advised by the Board in the first year of the applicable performance period.

As part of the Board’s review of Stockland’s reward framework in 2012, it was agreed that for LTI grants after 1 July 2012, a three year compound annual growth rate for EPS will be set. The Board believes this approach will provide a more transparent basis for communicating the EPS performance hurdle to both securityholders and PRP participants. The prospective target for maximum or full vesting of the EPS Growth component of FY20 LTI awards is 3.7% CAGR (“EPS Target”) or 41.7 cents per Stapled Security over the same period. The threshold hurdle for vesting to commence is a CAGR of 2% or 39.7 cents per Stapled Security over the same period.

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

Compound Annual Growth Rate in EPS based on FFO over Proportion of EPS a 3 year period related rights Less than or equal 0% to 2% CAGR Greater than 2% 50% CAGR (threshold hurdle) Up to 3.7% CAGR Proportion of EPS grant vesting increases in a straight line between 50% and 100%

3.7% (or more) CAGR 100% (maximum target)

Stockland Notice of Meetings 2019 09

Total Securityholder 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 applicable TSR hurdle. The TSR hurdle is a weighted, composite TSR benchmark for a peer group comprising the 14 companies in the ASX/ Australian Real Estate Investment Trust Index other than Westfield, Iron Mountain and Stockland (“Peer Benchmark”). Each of the six largest capitalised companies from the Peer Benchmark has been allocated a 13.33% weighting, while each of the other eight smaller capitalised companies has been allocated a 2.5% weighting.

TSR growth for Stockland and the companies in the Peer Benchmark will be calculated as follows:

TSR will be measured over the performance period and calculated by an independent third party;
For the purpose of this measurement, Stockland’s security price and the Index 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; and
Tax and any franking credits (or equivalent) will be ignored.

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

TSR of Stockland compared to Index growth over the Proportion of TSR 3 year period grant vesting Less than or equal 0% to the TSR Peer Index Greater than the 50% TSR Peer Benchmark (threshold hurdle)

Up to 10% greater Proportion of than the TSR Peer TSR grant vesting Benchmark increases in a straight line between 50% and 100% 10% or more 100% greater than the TSR Peer Benchmark (maximum target)

Other terms of the proposed grants

The number of rights which convert to Stapled Securities is determined at the end of the three year performance period based on the Board’s assessment of actual performance against the applicable performance hurdles. Fifty percent of securities immediately vest with the remaining 50% of securities subject to an additional 12 month vesting requirement post the performance period subject to continued employment with Stockland.
Disposal of Stapled Securities once released from the PRP will be subject to Stockland’s security trading policy.
If an employee leaves Stockland, any unvested performance rights lapse and are forfeited, except at the discretion of the Board in circumstances such as death, disability, retirement or redundancy. Where the Managing Director is terminated by Stockland other than for cause or retires by mutual agreement, unvested performance rights are pro-rated as a proportion of service during the vesting period, with the subsequent pro-rated unvested rights allowed to remain on foot and continue to vest on the due dates with vesting determined in accordance with original hurdles (subject to clawback under the Stockland clawback policy) and provided the Managing Director complies with the non-compete provisions in his executive service agreement.
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
Performance rights will not attract dividends/distributions and voting rights until they vest and Stapled Securities are allocated whether or not the Stapled Securities are subject to non-disposal restrictions.

10 Stockland Notice of Meetings 2019

Grant Value

The grant value of $4.4728 for each FY20 Performance Right is based on volume weighted average price for Stapled Securities for the 10 trading days post 30 June 2019.

Maximum number of Stapled Securities

Subject to adjustment, each vested performance right will translate into one Stapled Security. Accordingly, the maximum number of Stapled Securities that may be acquired by Mr Steinert, for which securityholder approval under Resolution 5 is sought, is 670,721. The number of Stapled Securities to which a performance right relates will only be adjusted in the event of a bonus issue or reorganisation of Stapled Securities and only in accordance with the Listing Rules of ASX.

Price payable on grant or exercise of performance rights

Mr Steinert will not be required to pay any amount on the grant or vesting of his 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 executives in order to satisfy the Company’s obligations under the PRP. Alternatively, the Company may procure the direct issue of Stapled Securities to executives for no payment in satisfaction of its obligations under the PRP.

Name of the Executive Director who received Performance Rights under the last approval

Mr Steinert is the only person referred to in Listing Rule 10.14 who is entitled to participate in the PRP. Since approval was last obtained under Listing Rule 10.14 at Stockland’s 2018 meeting, 740,723 performance rights were granted to Mr Steinert for nil consideration shortly after the 2018 meeting.

Date by which grants of performance rights may be made

The proposed grants of performance rights to Mr Steinert will be made as soon as practicable after securityholder approval is obtained, and in any event no later than 12 months after this meeting.

Current remuneration of the Executive Director

Details of the remuneration of Mr Steinert for the year ended 30 June 2019 and his holding of Stapled Securities is set out in the Remuneration Report section of the 2019 Annual Report on pages 86 to 103.

Requirements for approval

Securityholder approval of the above participation in the PRP by Mr Steinert and his 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 including under Listing Rule 10.14, as an entity must not permit securities to be acquired by a Director of the entity or an associate of a Director of the entity (such as a company controlled by a Director) under an employee incentive scheme without the approval of securityholders. Accordingly, approval of securityholders is sought for the purpose of Listing Rule 10.14 to enable Mr Steinert to acquire performance rights, and, on vesting of those performance rights, Stapled Securities, by the issue or transfer Stapled Securities to Mr Steinert.

Recommendations of the Directors of the Company and STML

The Directors of the Company and STML, excluding Mr Steinert, unanimously recommend that securityholders vote in favour of Resolution 5 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 Principles and Recommendations – Principle 8; and
(iii) the equity incentives proposed align the interests of the Managing Director with the interests of securityholders.

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

Stockland Notice of Meetings 2019 11

Getting there

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Macquarie Street
Pitt Street
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Annual General Meeting of Stockland Corporation Limited and Meeting of Unit Holders of Stockland Trust

Webcast

If you are unable to attend the meetings, you may view a live webcast of it on the Stockland website via www.stockland.com.au

Notice is given that the Annual General Meeting of Shareholders of Stockland Corporation Limited will be held in conjunction with a meeting of Unit Holders of Stockland Trust on:

Information about Stockland

You can read about Stockland’s FY19 performance in the Annual Report available via www.stockland.com.au/investors

Date: Monday, 21 October 2019 Time: 2.30pm (Sydney time)

Place: The Westin Sydney (to be renamed The Fullerton Hotel Sydney on 18 October 2019) Heritage Ballroom 1 Martin Place Sydney NSW 2000

Go electronic for convenience and speed

Did you know you can opt to receive all or part of your securityholder communication electronically. You can change your communication preferences at any time by logging into www.investorcentre.com or by contacting Computershare on 1800 804 985.

Further information

If you would like any further information regarding the meetings, please contact Stockland's Share Registry, Computershare, on 1800 804 985 if calling from within Australia or +61 3 9415 4000 from outside Australia.

Train

The closest train station is Martin Place. Wynyard and Town Hall stations are also nearby.

Bus

State Transit buses stop along York, Castlereagh and Elizabeth Streets.

Ferry

The Barangaroo and Circular Quay ferry wharfs are the closest to The Westin Sydney.

Parking

There is paid parking available in Pitt Street.

For more information about transit routes please call 131 500 or visit www.transportnsw.info to plan your trip.

Contact details

Stockland Level 25, 133 Castlereagh Street Sydney NSW 2000

Toll free: 1800 251 813 T: (61 2) 9035 2000

Corporation/Responsible Entity

Stockland Corporation Limited ABN 43 000 181 733

Stockland Trust Management Limited ABN 86 001 900 741 AFSL 86 241190

Share registry

Computershare Investor Services Pty Ltd

Level 3, 60 Carrington Street Sydney NSW 2000

Toll free: 1800 804 985 T: (61 3) 9415 4000 E: [email protected]

www.stockland.com.au

12 Stockland Notice of Meetings 2019

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STOCKLAND — AGM Information 2019

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NOTICE OF ANNUAL GENERAL MEETING OF STOCKLAND CORPORATION LIMITED AND MEETING OF UNIT HOLDERS OF STOCKLAND TRUST

Investor enquiries:

Media enquiries:

Notice of

Dear Securityholder,

Financial overview

Valuing our customers

Board renewal

Annual

Stockland Corporation Limited ABN 43 000 181 733

Date

Time

Place

Remuneration Report and performance rights

1. Financial Statements and Report

2. Re-election of Director – Mr Barry Neil

3. Re-election of Director – Mr Stephen Newton

4. Approval of Remuneration Report

5. Grant of Performance Rights to Managing Director

Quorum and voting

Stapled Securities

Individuals

Corporations

Voting entitlements

Background information

Voting exclusions – Resolution 4

Voting exclusions – Resolution 5

Proxies

Voting at the meeting

Lodging proxy forms

Stockland Security Registry

Submission of written questions to the Company, Trust or Auditor

Ordinary Business of the Company

Resolution 4 – Approval of Remuneration Report

Stockland remuneration policy

Level of participation

Performance conditions of proposed grants

Earnings Per Security Growth (EPS Growth)

Total Securityholder Return (TSR)

Other terms of the proposed grants

Grant Value

Maximum number of Stapled Securities

Price payable on grant or exercise of performance rights

Name of the Executive Director who received Performance Rights under the last approval

Date by which grants of performance rights may be made

Current remuneration of the Executive Director

Requirements for approval

Recommendations of the Directors of the Company and STML

Getting there

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

Webcast

Information about Stockland

Go electronic for convenience and speed

Further information

Train

Bus

Ferry

Parking

Contact details

Corporation/Responsible Entity

Share registry

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