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STOCKLAND Share Issue/Capital Change 2007

Mar 26, 2007

65781_rns_2007-03-26_1c06d995-3a8d-4805-9687-37931a32fe7d.pdf

Share Issue/Capital Change

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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") comprising 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

$\circ$

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).

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

Stockland Stapled Securities

  • Number of +securities issued or to 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 +convertible payment: if if securities, the conversion price and dates for conversion)

Stapled Security Purchase Plan (SSPP) 1,071,968

Refer to Question 4.

+ See chapter 19 for defined terms.

4 Do the *securities rank equally inall respects from the date ofallotment with an existing *classof quoted *securities?If the additional securities do notrank equally, please state:the date from which they dothe extent towhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they do۰not rank equally, other than inrelation to the next dividend,distributioninterestor.payment 2007, that is for 4 months of theyear ending 30 June 2007. The new securities issued will rank pro ratafor the distribution/dividend from 1 Marchdistribution/ dividend payable for the half
5 Issue price or consideration $8.75
6 Purpose of the issue(If issued as consideration for theacquisition of assets, clearlyidentify those assets) Security Purchase Plan (SSPP) Securities issued pursuant to the Stapled
7 Dates of entering *securitiesinto uncertificated holdings ordespatch of certificates 27 March 2007
Number + Class
8 Number*classofandallon ASX*securitiesquotedthesecurities(includingin.clause 2 if applicable) 1,388,191,894 Ordinary StocklandStapled Securities (SGP)
62,208,437 New Ordinary StocklandStapled Securities(SGPN)

9 Number and +class of all *securities not guoted on ASX (including the securities in clause 2 if applicable)

$\overline{+}_{\text{Class}}$

$101$ Dividend policy (in the case of The new securities issued will rank pro rata a trust, distribution policy) on for the distribution/ dividend from 1 March the increased capital (interests) 2007, that is for 4 months of the distribution/ dividend payable for the half year ending 30 June 2007.

Part 2 - Bonus issue or pro rata issue

11 holdersecurityapprovalİsrequired?
12 Is the issue renounceable ornon-renounceable?
13 Ratio in which the 'securities willbe offered
14 *Class of *securities to whichthe offer relates
15 determine*Recorddatetoentitlements
16 Willholdingsdifferentonregisters (or subregisters) beforcalculatingaggregatedentitlements?
17 Policy for deciding entitlementsin relation to fractions
18 Names of countries in which theentity has *security holders whowill not be sent new issuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closingdate forreceiptоfacceptances or renunciations

$\div$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20 Names of any underwriters
21 Amount of any underwriting feeor commission
22 Names of any brokers to theissue
23 Fee or commission payable tothe broker to the issue
24 Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of *security holders
25 If the issue is contingent on*security holders' approval, thedate of the meeting
26 entitlementDateandacceptanceformandProductprospectusorDisclosure Statement will besent to persons entitled
27 If the entity has issued options,and the terms entitle optionholdersparticipatetoonexercise, the date on whichnotices will be sent to optionholders
28 Date rights trading will begin (ifapplicable)
29 Date rights trading will end (ifapplicable)
30 How do *security holders selltheir entitlements in full througha broker?
31 How do *security holders sellpart of their entitlements througha broker and accept for thebalance?

+ See chapter 19 for defined terms.

  • 32 How do *security holders dispose of their entitlemer (except by sale through broker)?
  • 33 *Despatch date
nts
a

Part 3 - Quotation of securities

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

  • 34 Type of securities (tick one)
  • $(a)$ Securities described in Part 1
  • $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

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 If the *securities are *equity securities, the names of the 20 largest holders N/A of the additional *securities, and the number and percentage of additional *securities held by those holders
  • 36 N/A If the 'securities are 'equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5.001 - 10.000$ 10,001 - 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 interest or. 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.

Quotation agreement

  • $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
  • $\mathfrak{p}$ 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.

+ 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.

Phill Aft.

Sign here:

Date: 27 March 2007 Company Secretary

Print name: Phillip Hepburn

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$+$ See chapter 19 for defined terms.