STOCKLAND — M&A Activity 2010

Nov 14, 2010

Level 25. 133 Castlereagh Street SYDNEY NSW 2000

T 02 9035 2000 F 02 8988 2000

www.stockland.com.au

GPO Box 998 Sydney NSW 1041

15 November 2010

Company Announcements Manager ASX Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Stockland Development Pty Limited as trustee for The Retirement Living Acquisition Trust ("Stockland") - Takeover bid for Aevum Limited ("Aevum")

We refer to Stockland's takeover offer for all of the shares in Aevum (the "Offer").

The Offer is scheduled to close at 7.00pm (Sydney time) on 26 November 2010. As at the close of business on the business day prior to the date of this letter, Stockland had a relevant interest in 92.45% of the ordinary shares in Aevum. Stockland is therefore both entitled to proceed with compulsory acquisition of the remaining shares in Aevum pursuant to section 661A of the Corporations Act 2001 (Cwith) ("Corporations Act") and required to offer to buy out remaining holders of Aevum shares pursuant to section 662A of the Corporations Act.

Accordingly we enclose:

• $(a)$ a copy of ASIC form 6021 (Notice of compulsory acquisition following takeover bid) (the "Notice") and an accompanying covering letter (the "Letter") to be sent to remaining shareholders of Aevum in accordance with section 661B(1)(d) of the Corporations Act; and
• $(b)$ a copy of ASIC form 6022 (Notice of right of buy-out to remaining holder of securities following a takeover bid) (the "Buy-Out Notice") in accordance with section 662B(1)(d) of the Corporations Act.

The Notice and the Buy-Out Notice were today lodged with the Australian Securities and Investments Commission. The Notice and the Letter will be sent to those shareholders of Aevum who have not yet validly accepted the Offer. Copies of the Buy-Out Notice are not required to be given to any shareholders of Aevum in accordance with section $662B(1)(c)(ii)$ of the Corporations Act, as a result of the despatch of the Notice and the Letter.

Yours faithfully

PAM MM

Phillip Hepburn General Counsel and Group Secretary

Dear Aevum shareholder,

Our records, as at 12 November 2010, indicate you have not yet accepted Stockland's Offer to acquire your Aevum shares. The Offer is scheduled to close at 7.00pm (Sydney time) on 26 November 2010.

Stockland now holds a relevant interest in over 92 per cent of Aevum's shares and as a result, is entitled under section 661A of the Corporations Act to compulsorily acquire any remaining shares not acquired under the Offer.

We attach a formal Notice of Compulsory Acquisition Following Takeover Bid to compulsorily acquire your Aevum shares for $1.77 cash per share (the "Notice"). The Notice was lodged with the Australian Securities and Investments Commission and the Australian Securities Exchange on 15 November 2010.

You may still accept the Offer before 7.00pm 26 November 2010

Stockland has extended the Offer period to allow you the opportunity to accept the Offer before your shares are compulsorily acquired. If you accept the Offer prior to its scheduled close at 7.00pm on 26 November 2010, you will receive payment for your shares within three business days of receipt of your valid acceptance.

The Offer

Shareholders who accept Stockland's Offer will be paid $1.77 per Aevum share.

How to accept

To accept the Offer, please follow the instructions outlined on the Acceptance Form enclosed and included in your Bidder's Statement.

You may do nothing and your Aevum shares will be compulsorily acquired

If you do nothing and wait for your shares to be compulsorily acquired it may take over six weeks to receive payment. In due course, Aevum will send you a letter which will set out payment details of the cash consideration payable to you upon the acquisition of your Aeyum shares. Due to the length of time the legal process takes and therefore payment, there may be advantages if you accept the Offer by 7.00pm 26 November 2010.

Other rights

As well as providing formal notice of Stockland's intention to compulsorily acquire your Aevum shares, the Notice sets out certain rights available to you under the Corporations Act in response to the Notice and provides that your Aevum shares will be acquired by Stockland on the terms that applied immediately before the date of the Notice.

Please disregard this letter and the Notice if you have already accepted the Offer or otherwise disposed of all of your Aevum shares.

If you have any queries in relation to the Notice or this letter, please call the Offer information line on 1800 646 920 (callers in Australia) or +61 2 8280 7071 (callers outside Australia).

Yours sincerely.

Kraham Boalling

Graham Bradley Chairman, Stockland Group

Stockland Development Pty Ltd ACN 000 064 835 as trustee for The Retirement Living Acquisition Trust ABN 32 474 093 417

			15 July 20016021page 1/1
	ASIC registered agent number
lodging party or agent nameoffice, level, building name or PO Box no.		Mallesons Stephen Jaques
		Level 61, Governor Phillip Tower
	street number & name	1 Farrer Place
	suburb/city	state/territory NSWpostcode 2000Sydney
	telephone	+61 2 9296 2000
	facsimile	+61 2 9296 3999suburb/city	□REQ A LASS.
	DX number		CASH. LREQ-P □
			PROC. $\square$
		Australian Securities & Investments Commission	form $6021$
		Notice of	Corporations Act 2001
		compulsory acquisition	661B(1)(a)
		following takeover bid
		[INSERT NAME AND ADDRESS OF AEVUM SHAREHOLDER]Tо
		Securities of AEVUM LIMITED (ABN 80 087 648 691) ('the Company').
		1.Under an Off Market Bid offers were made by STOCKLAND DEVELOPMENT PTY LIMITED (ACN 000 064 835) AS TRUSTEE
		OF THE RETIREMENT LIVING ACQUISITION TRUST (ABN 32 474 093 417) (the "bidder") in respect of the acquisition of all
		of the ordinary shares in the Company. The offers are scheduled to close on 26 November 2010 at 7:00pm (Sydney time).
		You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not accepted2.the takeover offer.
		The bidder hereby gives you notice under subsection 661B(1) of the Corporations Act 2001 ("the Act") that the bidder has3.
		become entitled pursuant to subsection 661A(1) of the Act to compulsorily acquire your securities and desires to acquire those
		securities.
		If you are a holder of securities convertible into Offer Securities ("Convertible Securities"), and you have received this Notice, the4.
		bidder has become entitled to elect under subsection 661A(4) of the Act to compulsorily acquire any Offer Securities which may
		be issued upon conversion of Convertible Securities during the period of 6 weeks after this Notice is given.
		Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is5.
		lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has giventhis notice to.
		Under section 661E of the Act, you have the right, within one month after being given this notice or within 14 days after being6.
		given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later,
		to apply to the Court for an order that the securities not be compulsorily acquired.
		7.The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before
		this notice was given.
		Unless on application made by you under section 661E within one month after being given this notice (as referred to in8.
		paragraph 6 of the notice) or within 14 days after being given a statement under section 661D of the Act (as referred to inparagraph 4 of this notice), whichever is the later, the Court otherwise orders, the bidder must comply with paragraph 7 of this
		notice.
Signature
	print name	Phillip Hepburncapacity	Company Secretary
	sign here	DLUL PADdate	15 November 2010

		6022 GUIDE page 1/1 13 March 2000
ASIC registered agent number
lodging party or agent name	Mallesons Stephen Jaques
office, level, building name or PO Box no.	Level 61, Governor Phillip Tower
street number & name	1 Farrer Place
suburb/city	state/territory NSWpostcode 2000Sydney
telephonefacsimile	612 9296 2000612 9296 3999
DX number	suburb/city Sydney113	ДASS.REQ A OCASH. OREQ-P O
		PROC. L
	Australian Securities & Investments Commission	form $6022$
	Notice of	Corporations Act 2001
	right of buy out to remaining holder of	662B(1)(a)
	securities following a takeover bid
	[INSERT NAME AND ADDRESS OF AEVUM SHAREHOLDER]To
	Securities of AEVUM LIMITED (ABN 80 087 648 691) ('the Company').
	Under an Off Market Bid offers were made by STOCKLAND DEVELOPMENT PTY LIMITED (ACN 000 064 835) AS TRUSTEE1.FOR THE RETIREMENT LIVING ACQUISITION TRUST (ABN 32 474 093 417) (the "bidder") in respect of the acquisition of allof the fully paid ordinary shares in the Company. The offers are scheduled to close on 26 November 2010 at 7:00pm (Sydneytime).
2.	You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not acceptedthe takeover offer.
3.	The bidder hereby gives you notice under subsection 662B(1) of the Corporations Act 2001 that the bidder and their associateshave relevant interests in at least 90% (by number) of the securities in the bid class.
4.	You, (or anyone who acquires the securities after the day on which this notice is given) as the holder of remaining securities inthe bid class, have the right under section 662C within one month after this notice is given to give the bidder a written noticerequiring the bidder to acquire your securities in the bid class.
5.	Unless otherwise agreed, the terms on which the securities will be acquired by the bidder will be the same as the terms whichapplied to the acquisition of securities under the bid immediately before the end of the offer period.
Signature
print name	Phillip Hepburn	Company Secretarycapacity
sian here	/ II.hy. M.H	15 November 2010date

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