STOCKLAND — Director's Dealing 2011

Mar 17, 2011

Group Legal

Level 25, 133 Castlereagh Street T 02 9035 2686 SYDNEY NSW 2000 F 02 8988 2686

GPO Box 998 Sydney NSW 1041

www.stockland.com.au

==> picture [72 x 68] intentionally omitted <==

18 March 2011

Ms Stephanie Yong Senior Advisor, Listings ASX Limited 20 Bridge Street SYDNEY NSW 2000

Dear Ms Yong,

We refer to the Appendix 3Y for Ms Carol Schwartz lodged with ASX on Tuesday 15 March 2011 relating to the purchase of 10,000 Stockland Stapled Securities which gave rise to a notifiable interest.

Prior to the date stated in the Appendix 3Y, Ms Schwartz held no interest (direct or indirect) in Stockland stapled securities.

Stockland recently completed a review of Directors security holdings. In the process of that review it became apparent that an Appendix 3Y, for the purchase of 10,000 Stockland Stapled Securities by Ms Schwartz, had not been completed within the time period specified in ASX Listing Rule 3.19A.2.

Stockland then sought clarification from Ms Schwartz so that the Director and Stockland could meet their disclosure obligations contained within the ASX Listing Rules.

The delay in disclosure was due to an administrative error and an Appendix 3Y was prepared and lodged with ASX immediately the error became apparent.

The Stockland securities trading policy lodged with ASX on 22 December 2010 requires its Directors to obtain written approval from the Stockland Chairman before trading in Stockland Stapled Securities.

In addition, Stockland’s securities trading policy requires a Director to inform the Company Secretary of a change occurring so that Stockland can meet its disclosure obligations. Stockland also periodically checks its Directors security holdings to ensure the required disclosures are made.

Stockland has a strong history and focus in ensuring its disclosures are made in a timely fashion. While Stockland believes that the procedures it had in place were satisfactory, it has instructed its share registry, Computershare, to further increase its monitoring of Stockland stapled securities held and traded by its Directors and their applicable related parties, to reduce the possibility of future inadvertent late disclosures.

Should you require any more information, please feel free to contact me on +612 9035 2686.

Regards,

==> picture [87 x 62] intentionally omitted <==

Phillip Hepburn General Counsel and Group Secretary

Stockland Corporation Ltd ABN 43 000 181 733

==> picture [49 x 80] intentionally omitted <==

16 March 2011

Phillip Hepburn Group Secretary and General Counsel Stockland Level 25, 133 Castlereagh Street Sydney NSW 2000

By email

ASX Compliance Pty Limited ABN 26 087 780 489 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Telephone 61 2 9227 0000 Facsimile 61 2 9241 7620 www.asx.com.au

Dear Phillip,

Stockland (the “Group”) Appendix 3Y – Change of Director’s Interest Notice

We refer to the following:

1. The Appendix 3Y lodged by the Group with ASX Limited (“ASX”) on 15 March 2011 for Ms Carol Schwartz (the “Appendix 3Y”);

2. Listing rule 3.19A which requires an entity to tell ASX the following:

3. 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

   • On the date that the entity is admitted to the official list.

   • On the date that a director is appointed.

   • The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

4. 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

5. 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

6. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

Page 1 of 2

1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

The Appendix 3Y indicates that a change in Mr Schwartz’s notifiable interest occurred on 28 October 2010. It appears that the Appendix 3Y should have been lodged with ASX by 5 November 2010, the latest. As the Appendix 3Y was lodged on 15 March 2011, it appears that the Group may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Group of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Group make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions:

1. Please explain why the Appendix 3Y was lodged late.

2. What arrangements does the Group have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

3. 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Group intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail or by facsimile on facsimile number (02) 9241 7620. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than 9.30 a.m. Sydney time on Monday, 21 March 2011 .

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately

Please feel free to contact me if you have any queries on the above.

Yours sincerely,

(sent electronically without signature)

Stephanie Yong

Senior Adviser, Listings (Sydney)

Page 2 of 2