STOCKLAND — M&A Activity 2010

Oct 6, 2010

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Third Supplementary Target's Statement

by

Aevum Limited ABN 08 087 648 691

This document contains your Directors' unanimous recommendation to ACCEPT Stockland's revised offer, in the absence of a superior proposal

This is the third Supplementary Target's Statement ( Third Supplementary Target's Statement ) made under section 644 of the Corporations Act 2001 by Aevum Limited (ABN 80 087 648 691) ( Aevum ). This Third Supplementary Target's Statement supplements, and must be read together with the Target's Statement of Aevum dated 6 September 2010 ( Target's Statement ), the First Supplementary Target's Statement of Aevum dated 9 September 2010 and the Second Supplementary Target's Statement of Aevum dated 20 September 2010, which were lodged with the Australian Securities & Investments Commission ( ASIC ) on 6 September 2010, 9 September 2010 and 20 September 2010 respectively in relation to the takeover bid by Stockland Development Pty Limited (ABN 71 000 064 835) as trustee for The Retirement Living Acquisition Trust (ABN 32 474 093 417) ( Stockland ) for all of the ordinary shares in Aevum.

A copy of this Third Supplementary Target's Statement has been lodged with ASIC on 7 October 2010. ASIC takes no responsibility for the content of this Third Supplementary Target's Statement.

Unless the context otherwise requires, the definitions and interpretation provisions of the Target's Statement apply to this Third Supplementary Target's Statement. The attachments to this Third Supplementary Target's Statement form part of this Third Supplementary Target's Statement.

This Third Supplementary Target's Statement was approved by resolution of the Directors of Aevum on 7 October 2010 and pursuant to section 351 of the Corporations Act, signed on behalf of Aevum Limited by Graham Lenzner who is authorised to sign this Third Supplementary Target's Statement on behalf of Aevum.

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Graham Lenzner Chairman

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7 October 2010

Dear fellow Aevum shareholder,

YOUR BOARD UNANIMOUSLY RECOMMENDS THAT ALL AEVUM SHAREHOLDERS ACCEPT STOCKLAND’S REVISED OFFER

Since I wrote to you on 20 September 2010, Stockland has received sufficient acceptances under its revised offer of $1.77[1] per Aevum Share (the Revised Offer ) to gain effective control of Aevum. You may recall that my letter foreshadowed that if Stockland obtained control of Aevum, your Board may (having regard to the prevailing circumstances) recommend that all Shareholders accept Stockland’s Revised Offer.

In light of Stockland gaining control (it now holds approximately 64.86% of Aevum), Aevum entered into negotiations with Stockland to facilitate the transfer of control to Stockland and the consequent transition of the Board. Those negotiations led to the execution of a recommended bid agreement between the parties on 6 October 2010 ( Recommended Bid Agreement ), under which Stockland has agreed to extend its Revised Offer so that it now closes at 7:00pm on 29 October 2010 , unless further extended. Your Directors sought this commitment from Stockland to allow Shareholders who have not yet accepted Stockland's Revised Offer sufficient time to consider it in light of the Board's revised recommendation set out in this letter.

Directors' unanimous recommendation and reasons that all Shareholders ACCEPT Stockland's offer

Given Stockland is now able to control Aevum and following the execution of the Recommended Bid Agreement with Stockland (details of which are set out below), your Board[2] has updated its recommendation.

Your Board now unanimously recommends that all Shareholders ACCEPT Stockland's Revised Offer in the absence of a superior proposal.

Your Directors consider it very unlikely that any superior proposal will emerge given that Stockland has secured control of Aevum and because interested third parties with whom Aevum had discussions were not previously prepared to make an offer which would be superior to Stockland’s Revised Offer.

The reason why your Board now recommends that all Shareholders accept the Revised Offer is that the implications of Stockland obtaining control substantially increase the uncertainty of the value Shareholders will derive from holding Aevum Shares in the future. In relation to this uncertainty, your Board notes:

1 In addition, eligible Shareholders are entitled to retain Aevum’s final dividend of 3 cents per Share. See the section headed

" Impact of Aevum Final Dividend on Revised Offer " in my letter of 20 September 2010 which sets out the impact of Aevum's final dividend on Stockland's Revised Offer.

2 Being Steven Mann, Phillip Anderson, Melanie Willis, Garry Cameron, Margaret Campbell and myself.

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• Stockland is now in a position to gain control of the Board and management team and determine important decisions about Aevum’s future;

• Stockland has indicated it would, amongst other things, reconsider Aevum’s dividend policy, which may result in Aevum ceasing or reducing its future dividend payments;

• It is substantially less likely that Shareholders will receive a future takeover offer, other than from Stockland itself. Further, there is no guarantee Stockland will make any such offer or that the offer price will be the same as or higher than the total value of Stockland’s Revised Offer; and

• The liquidity of Aevum shares may be significantly reduced, limiting the ability for Shareholders to sell their Aevum Shares on market for fair value.

Directors intend accepting Stockland's Revised Offer

Each of the Aevum Directors intends to accept Stockland’s Revised Offer in relation to the Aevum Shares they own or control, at least two days before the end of the offer period, in the absence of a superior proposal. As noted above, your Directors consider the likelihood of any superior proposal emerging to be very low.

Board changes

Under the Recommended Bid Agreement, Aevum has agreed that:

• Stockland's Managing Director, Matthew Quinn, and Stockland's Retirement Living CEO and Head of Group Strategy, David Pitman, will be appointed to the Board of Aevum. These appointments, as Stockland's nominees, are expected to take effect on 7 October 2010.

• Each of Aevum's current Non-Executive Directors, being Melanie Willis, Phillip Anderson, Garry Cameron, Margaret Campbell and myself will continue as directors of Aevum only until the conclusion of the annual general meeting to be held on 18 November 2010 (unless otherwise agreed between Stockland and the relevant director). If however, Stockland reaches compulsory acquisition prior to this meeting, I will resign as a director and Chairman;

• There will be at least two independent directors on Aevum’s Board until Stockland acquires 100% of the issued share capital of Aevum.

At the time of making the updated recommendation set out in this letter, Mr Quinn and Mr Pitman had not been formally appointed as directors on the Aevum board. For that reason and given their association with Stockland, neither of them makes any recommendation to Shareholders in relation to the Revised Offer and none of the statements contained in this letter are attributable to either of them.

The Recommended Bid Agreement

In addition to the matters set out above, other key terms of the Recommended Bid Agreement are as follows:

• Stockland has confirmed its support of the Aevum final dividend of three cents per Aevum Share that was declared in respect of the 30 June 2010 year and will be paid to eligible shareholders on 21 October 2010; and

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• Until Stockland's nominees constitute a majority of Aevum's Board, any new contracts to be entered into by Aevum that involve individual capital expenditure or operating expenditure payments in excess of $1 million require the unanimous consent of the Aevum Board (including the Stockland nominees), unless otherwise agreed by Stockland.

Your Directors believe that the Recommended Bid Agreement will facilitate the smooth transition of control to Stockland, thereby minimising disruption to Aevum's business and employees and ensuring that Shareholders will have the benefit of the extended offer period to 29 October 2010.

Other matters

We urge you to carefully study all materials sent to you. Aevum Shareholders should have regard to their own personal circumstances when deciding whether or not to accept Stockland’s Revised Offer and should consider seeking their own professional advice.

The Revised Offer is currently scheduled to close on 29 October 2010, unless extended by Stockland.

If you choose to accept the Revised Offer you should carefully follow the instructions on the acceptance form in Stockland's Replacement Bidder's Statement and, if you have any questions about the Revised Offer, please consult your professional adviser or call the Aevum Shareholder Information Line.

If Shareholders have any queries please feel free to contact the Aevum Shareholder Information Line on 1800 704 395 (toll free within Australia) or +61 2 8256 3393 (callers outside Australia).

A final thank you

Lastly, my fellow Directors and I would like to thank all Aevum Shareholders, Aevum's very capable management team and all of Aevum's committed employees for their support and commitment over the years. We believe that Stockland has acquired control of one of Australia’s leading retirement companies and is inheriting a strong platform in the growing retirement sector.

We wish the company and its staff every success.

Yours sincerely,

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Graham Lenzner Chairman

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