STOCKLAND — Capital/Financing Update 2004

Nov 22, 2004

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000. 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Stockland ("Stockland") being the stapling of Stockland Trust ARSN 092 897 348, for which Stockland Trust Management Limited ABN 86 001 900 741 is the responsible entity, and Stockland Corporation Limited ABN 43 000 181 733

ABN/ARSN

Stockland Trust ARSN 092 897 348 Stockland Trust Management Limited ABN 86 001 900 741 Stockland Corporation Limited ABN 43 000 181 733

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ +Class of +securities issued or to be issued

Stockland Stapled Securities

• Number of +securities issued or to $\overline{2}$ be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg. if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities. the conversion price and dates for conversion)

Incentive Share Plan (ISP)

1,034,000

Refer to Question 4.

+ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotmentwith an existing "class of quoted*securities?	Yes
	If the additional securities do notrank equally, please state:the date from which they dowhichextent tothetheyparticipate for the next dividend,$(in$ the case ofatrust,distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5.
	Issue price or consideration	784,000 issued at $5.79, being the 5VWAPon	day$\operatorname{ASK}$followingtheStockland AGM on 26 October 2004.
		$250,000$ issued at $5.97, being the 5VWAPonGPT on 8 November 2004.	day$\mathbf{A}\mathbf{S}\mathbf{X}$followingtheannouncement of Stockland's bid for
6.	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	AGM held on 26 October 2004.	Issued pursuant to the Incentive Share Planapproved by securityholders at Stockland's
7	Dates of entering "securities intouncertificated holdings or despatchof certificates	23 November 2004
		Number	* Class
8	Numberand*class-ofall*securitiesquotedASXon(including the securities in clause2 if applicable)	1,265,632,116	Ordinary StocklandStapled Securities(SGP)
		28,760,895	New OrdinaryStockland StapledSecurities (SGPNA)

$1010$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Number	+ Class
1,034,000	Ordinary StocklandStapled Securities(SGP)

The new securities will rank equally from 1 July 2004 for dividend/distribution payments with the SGP securities.

Part 2 - Bonus issue or pro rata issue

11	holderIssecurityapprovalrequired?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the *securities willbe offered
14	*Class of *securities to which theoffer relates
15	*Recorddatedeterminetoentitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has *security holders whowill not besent new issuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	dateоfClosingfоrreceiptacceptances or renunciations
20	Names of any underwriters

$\overline{\text{+ See chapter 19 for defined terms.}}$

21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23	Fee or commission payable to thebroker to the issue
24	any handlingfeeAmount ofbrokers who lodgepayable toacceptances or renunciations onbehalf of *security holders
25	If the issue is contingenton*security holders'approval,thedate of the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)
30	How do *security holders sell theirin full throughentitlementsabroker?
31	How do "security holders sell partof their entitlements through abroker and accept for the balance?
32	How do *security holders dispose
	of their entitlements (except by salethrough a broker)?
33	*Despatch date

+ See chapter 19 for defined terms.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities $(iick one)$ $(a)$ Securities described in Part 1 All other securities $(b)$ Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive share securities when restriction ends, securities issued on expiry or conversion of conve

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	N/A	If the "securities are "equity securities, the names of the 20 largest holders of theadditional "securities, and the number and percentage of additional "securities held bythose holders
36	N/A	If the "securities are "equity securities, a distribution schedule of the additionalsecurities setting out the number of holders in the categories$1 - 1.000$$1,001 - 5,000$5,001 - 10,00010.001 - 100,000$100,001$ and over

37 A copy of any trust deed for the additional *securities $N/A$

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which *quotation is sought
• 39 Class of *securities for which quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend. (in the case of a trust. distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

Number	+Class

	+ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{I}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

$\div$ See chapter 19 for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Phillip Hother Date: ..23 November 2004

(Director/Company secretary)

Print name:

Sign here:

Phillip Hepburn

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$+$ See chapter 19 for defined terms.

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entitySTOCKLAND(Joint listing of Stockland Corporation Limited and Stockland Trust)
ABN	Stockland Corporation Limited - 43 000 181 733Stockland Trust 12 706 208 920

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Matthew James Quinn
Date of last notice	20 October 2003

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.
Date of change	23 November 2004
No. of securities held prior to change	2,351,000
Class	Ordinary Stapled Securities
Number acquired	160,000
Number disposed

+ See chapter 19 for defined terms.

Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Issued at $5.97 per stapled security,being the 5 day VWAP on ASX followingthe announcement of Stockland's bid forGPT on 8 November 2004.
No. of securities held after change	2,511,000
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Allotment pursuant to theStockland Incentive Share Plan

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities towhich interest related prior to
changeNote: Details are only required for a contract in relationto which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide details andan estimated valuation.
Interest after change

$+$ See chapter 19 for defined terms.

Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entity	STOCKLAND(Joint listing of Stockland Corporation Limited and Stockland Trust)
ABN	Stockland Corporation Limited - 43 000 181 733Stockland Trust 12 706 208 920

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Hugh Campbell Thorburn
Date of last notice	29 June 2004

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.
Date of change	23 November 2004
No. of securities held prior to change	200,000
Class	Ordinary Stapled Securities
Number acquired	90,000
Number disposed

+ See chapter 19 for defined terms.

Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	Issued at $5.97 per stapled security,being the 5 day VWAP on ASX followingthe announcement of Stockland's bid forGPT on 8 November 2004.
No. of securities held after change	290,000
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Allotment pursuant to theStockland Incentive Share Plan

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to
which interest related prior to
changeNote: Details are only required for a contract in relationto which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide details andan estimated valuation.
Interest after change

$+$ See chapter 19 for defined terms.