Lend Lease Corporation Limited

ABN 32 000 226 228

Level 4 30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

Telephone (612) 9236 6111

Facsimile (612) 9252 2192

www.lendlease.com

17 October 2005

The Manager Companies Section Australian Stock Exchange Limited The Manager Companies Section New Zealand Exchange Limited

Pages: Seven (7) pages

Dear Sir

Re: Stock Exchange Announcement 2005 Annual General Meeting

In accordance with Listing Rule 4.7, enclosed is the Notice for the 2005 Annual General Meeting to be sent to shareholders.

The meeting will be held at the Wesley Conference Centre, 220 Pitt Street, Sydney on Thursday 17 November 2005 commencing at 10.00 am.

The 2005 Annual Report to Shareholders and the 2005 Annual Consolidated Financial Report have been provided as a separate lodgement.

Yours faithfully

SJ SHARPE Company Secretary 17 October 2005

Lend Lease Corporation Limited

ABN 32 000 226 228

Loug 1 30 The Bond 30 Hickson Road Millers Point NSW 2000 Australia

Telephone (612) 9236 6111

Eacsimile (612) 9252 2192

www.lendlease.com

Dear Shareholder

I have great pleasure in enclosing your Notice for the 2005 Annual General Meeting of Lend Lease Corporation Limited. The meeting will be held on Thursday 17 November 2005 commencing at 10.00am at the Wesley Conference Centre, 220 Pitt Street, Sydney. Registration begins at 9.00am.

A number of items of business in the Notice of Meeting will be familiar to you. Significantly, the Notice includes resolutions relating to the election of Directors David Ryan and Ross Taylor and notes the retirement of long-time Deputy Chairman. Richard Longes. David and Ross were appointed as Directors on 1 December 2004 and bring important skills and experience to the Board. Richard will retire from the Board at the conclusion of the meeting and I wish him well and thank him for his invaluable contribution to the Company over many years.

You will also be asked to cast a non-binding vote for the adoption of the Remuneration Report. The Report, which forms part of the Directors Report and is set out on pages 45 to 59 of the Annual Report, details our remuneration policy and discloses the remuneration arrangements in place for Executive Directors. Specified Executives and Non-Executive Directors.

The final item on the agenda is for the approval of an increase to the total amount of fees payable to Directors. Shareholders last approved an increase to this amount at the 2000 Annual General Meeting. The proposal is set out in detail in the Notice of Meeting.

There are other features to this vear's Annual General Meeting worth noting. This vear the Company is offering a facility for shareholders to submit written questions ahead of the meeting. This aims to give better access to the Board and create greater understanding of the Company among investors. To submit a question, please complete the attached form and return it in accordance with the instructions provided.

The Company is also offering shareholders the option of lodging their proxies on-line through ASX Perpetual's website. For investors with internet access, this is a convenient way to have your say. More details on electronic lodgement can be found in the Notice of Meeting.

As in previous years, the Annual General Meeting will be webcast live on the internet at www.lendlease.com and an archive version will be placed on the website to enable the proceedings to be viewed later.

At the bottom of the Notice you will find information on registering for the meeting. Afterwards, you are also welcome to join the Board for light refreshments. If you are unable to attend the meeting in person, please remember to lodge your proxy so that it is received by 10.00am on Tuesday, 15 November 2005.

I sincerely hope you are able to join us and take advantage of this opportunity to meet with and talk to Directors and the Company's senior executives. On behalf of the Board. I look forward to seeing you at the meeting.

Yours sincerely

David Crawford Chairman

Notice of Annual General Meeting

Notice is given that the 2005 Annual General Meeting of Lend Lease Corporation Limited ABN 32 000 226 228 ("the Company") will be held at the Wesley Conference Centre, 220 Pitt Street, Sydney, New South Wales on Thursday, 17 November 2005 at 10.00am.

ORDINARY BUSINESS

Accounts and Reports

To receive and consider the Financial Report of the Company and $\ddagger$ reports of the Directors and Auditors for the year ended 30 June 2005.

Election of Directors

• 2 To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
• that Mr D J Ryan, being a Director of the Company who $(a)$ retires in accordance with Rule 6.1(e) of the Constitution. being eligible, is elected as a Director of the Company: and
• $(b)$ that Mr R H Taylor, being a Director of the Company who retires in accordance with Rule 6.1(e) of the Constitution. being eligible, is elected as a Director of the Company.

Mr R A Longes retires in accordance with Rule 6.1(f) of the Constitution but does not submit himself for re-election.

Remuneration Report

$\mathbf{\hat{z}}$ To adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2005.

SPECIAL BUSINESS

To consider and, if thought appropriate, pass the following Resolution as an ordinary resolution:

Directors' Fees

$\overline{4}$ . That the maximum aggregate fees which may be paid to Directors under Rule 6.3(a) of the Constitution in any year be increased to A\$1,700,000.

EXPLANATORY NOTES AND RELATED MATERIALS

Shareholders are referred to the Explanatory Notes accompanying and forming part of this Notice of Meeting.

PROXIES

If you are unable to attend the meeting, you may appoint a person (either an individual or body corporate) to act as your proxy at the meeting by completing the attached Proxy Form. Proxy Forms must be received in accordance with the instructions on the back of this Notice by 10.00am on Tuesday, 15 November 2005. Please note that:

• a shareholder entitled to attend and cast at least two votes may appoint not more than two proxies.
• where two proxies are appointed, each proxy may be appointed to represent a specified proportion of the shareholder's voting rights. If no proportion is specified, each proxy may exercise half of the shareholder's voting rights.
• a proxy need not be a shareholder of the Company.

DETERMINATION OF RIGHT TO VOTE

The Board has determined that, for the purposes of the meeting, shares will be taken to be held by the persons who were the registered holders of those shares at 7.00pm on Tuesday, 15 November 2005. Accordingly, share transfers registered after that time will be disregarded in determining entitiements to attend and vote at the meeting.

CORPORATE SHAREHOLDERS

A corporate shareholder wishing to appoint a person to act as its representative at the meeting must provide that person with an authority executed in accordance with the company's constitution and the Corporations Act 2001 authorising him or her to act as the company's representative. The authority must be sent to the Company and/or Share Registry, ASX Perpetual Registrars Limited ("Registry"), in advance of the meeting or handed in at the meeting when registering as a corporate representative.

SHAREHOLDER QUESTIONS

This year the Company is offering a facility for shareholders to submit written questions in advance of the meeting. To submit a written question, please complete and return the accompanying form, or submit the question on-line, in accordance with the instructions on the form.

Questions must be received by no later than 10.00am on Tuesday, 15 November 2005. Questions should relate to matters that are relevant to the business of the meeting, as outlined in the Notice of Meeting and the attached Explanatory Notes.

Questions will be collated and during the meeting the Chairman will seek to address as many of the more frequently raised topics as possible having regard to available time. In the event that a topic is not addressed at the meeting, an individual response will be sent to the shareholder.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on Resolution 4 by any person who is or has agreed to become a Director of the Company and their associates. However, the Company will not disregard a vote if:

• It is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
• It is cast by the Chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides (provided the acknowledgement box on the Proxy Form relating to Resolution 4 has been marked).

RSVP INFORMATION

If you are NOT able to attend the meeting, you do not need to RSVP. If you wish to attend the meeting, please RSVP by 5.00pm Thursday, 10 November 2005, either:

• by telephone: 1800 230 300; or
• by email: [email protected]

When you RSVP, please advise if you wish to bring a guest.

REGISTRATION

• registration will commence at 9.00am.
• for ease of registration, please bring your Proxy Form to the meeting.
• the Wesley Conference Centre is located in Pitt Street between Martin and Park Streets.

By order of the Board

Jue Shorpe

Sue Sharpe Secretary, 17 October 2005

Lend Lease 2005 Annual General Meeting -Explanatory Notes to Notice of Meeting

Resolution 1 - Accounts and Reports

The Corporations Act requires the Financial Report and the Reports of the Directors and Auditors to be faid before the Annual General Meeting and the Company's Constitution provides for these Reports to be received and considered. Neither the Corporations Act nor the Constitution requires a vote of shareholders at the Annual General Meeting on these Reports. However, shareholders will be given the opportunity to raise questions at the Meeting.

Resolution 2 - To elect Directors

The following information is provided in respect of each candidate:

D J Ryan AO (Non-Executive)

Mr Ryan, aged 53, was appointed a Director on 10 December 2004 and is Chairman of the Risk Management and Audit Committee.

Experience and Qualifications

Mr Ryan has previously held Managing Director positions in investment banking and industry as well as being the Chairman or a Non-Executive Director of a number of listed public companies. He has a Bachelor of Business from the University of Technology, Sydney and is a Fellow of both CPA Australia and the Australian Institute of Company Directors.

Other Listed Company Directorships

Mr Ryan is a Non-Executive Director of Transurban Holdings Limited
(appointed April 2003) and ABC Learning Centres Limited (appointed June 2003) and Chairman of Tooth & Co Limited (appointed September 1999). He was formerly a Director of Virgin Blue Holdings Limited (appointed November 2003, resigned April 2005) and Adsteam Marine Limited (appointed August 1994, resigned December 2002).

Term of office, independence and relationships with the company and other directors

Mr Ryan was appointed by the Board in accordance with Rule 6.1(d) on 10 December 2004 and is submitting himself for election by shareholders for the first time at this meeting. The Board considers Mr Ryan to be an independent director (refer to the 2005 Annual Report for the Company's definition of independent directors). Mr Ryan does not have any other relationships with either the Company or other directors.

The Board, other than Mr Ryan, unanimously recommends that shareholders vote in favour of Mr Ryan's election. The Chairman intends to vote undirected proxies in favour of the Resolution.

R H Taylor (Executive)

Mr Taylor, aged 43, joined the Board as an Executive Director on 10 December 2004.

Experience and Qualifications

Mr Taylor joined Lend Lease in 1985 as an engineer and held several positions both in Australia and Asia before being appointed Managing Director of the project management and construction business of Lend Lease in 1995. Following the acquisition of the Bovis Group in 1999 he was appointed Global CEO of the combined Bovis Lend Lease businesses based in London and in 2001 his responsibilities were expanded to include the Group's development activities. In 2003 he relocated back to Australia to take up the role of CEO Asia Pacific and has recently been appointed CEO Retail and Communities. He has a Bachelor of Civil Engineering (Honours) from the University of Queensland.

Other Listed Company Directorships

Nii.

Term of office, independence and relationships with the company and other directors

Mr Taylor was appointed by the Board in accordance with Rule 6.1(d) on 10 December 2004 and is submitting himself for election by shareholders for the first time at this meeting. Mr Taylor is an Executive Director and as such the Board does not consider him to be an independent director (refer to the 2005 Annual Report for the Company's definition of independent directors). Other than in the course of his employment. Mr Taylor does not have any other relationships with either the Company or other directors.

The Board, other than Mr Taylor, unanimously recommends that shareholders vote in favour of Mr Taylor's election. The Chairman intends to vote undirected proxies in favour of the Resolution.

Resolution 3 - Remuneration Report

The Company's Remuneration Report for the financial year ended 30 June 2005 is set out on pages 45 to 59 of the Company's 2005 Annual Report and can also be found on the Company's website at www.lendlease.com. The Remuneration Report forms part of the Directors' Report and sets out the remuneration policy for the Company and discloses the remuneration arrangements in place for Executive Directors. Specified Executives and Non-Executive Directors. This Report meets Australian disclosure requirements.

The Corporations Act 2001 requires fisted companies to put an annual nonbinding resolution to shareholders to adopt the Remuneration Report. In line with the legislation, this vote will be advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when determining the remuneration policy of the Company.

At the meeting a reasonable amount of time will be provided for discussion of this item of business.

The Board unanimously recommends that shareholders vote in favour of this Resolution. The Chairman intends to vote undirected proxies in favour of the Resolution.

SPECIAL BUSINESS

Resolution 4 - Directors' Fees

The Board believes that the leadership of the Company is an essential part of the Company's ability to achieve success. For this reason the fees paid to Non-Executive Directors need to be competitive and must enable the Company to attract, motivate and retain directors of international standing. Since 2000 demands on Directors of listed companies under the law, by regulators and through community expectations have continued to increase. In response to these demands, the responsibilities and time commitment of Non-Executive Directors have grown.

To better assist the Company to appoint and retain the best people on its Board, the Board is seeking the approval of shareholders to increase the maximum aggregate Directors' Fees (i.e. the total board fees payable to all Directors) to A\$1,700.000.

The current maximum aggregate Directors' Fees is US\$900,000 which was approved by shareholders at the 2000 AGM. This approval reflected exchange rates at the time and equated to A\$1,665,000. Under current exchange rates (as at 30 September 2005) this amount converts to A\$1,183,000, a relative decrease of A\$482,000. By approving this increase, denominated in Australian dollars, shareholders will address this devaluation. On current exchange rates (as at 30 September 2005) the proposed increase amounts to A\$517,000.

Detailed information about Directors' remuneration is set out in the Remuneration Report. The Remuneration Report forms part of the Directors' Report and is set out on pages 45 to 59 of the Annual Report and can also be found on the Company's website at www.lendlease.com.

The Directors do not make any recommendation in respect of this Resolution given the interest of the Non-Executive Directors. The Chairman intends to vote undirected proxies in favour of the Resolution.

Appointing Your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, please mark the box at A. If the person you wish to appoint as your proxy is someone other than the Chairman, please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, then the Chairman of the Meeting will be your proxy and will vote on your behalf. A proxy need not be a shareholder of Lend Lease Corporation Limited. You cannot appoint vourself. You can vote your shares by proxy even if you plan to attend the meeting.

Please also mark the box which acknowledges that the Chairman of the Meeting may exercise your proxy even though he may have an interest in the outcome of Resolution 4 and votes cast by him other than as proxy will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolution 4 and your votes will not be counted in computing the required majority if a poll is called on that resolution.

Votina

If you wish to direct your proxy regarding how to vote on a resolution, place a mark in the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the specified proportion of votes (either the number or percentage) you wish to cast in the appropriate boxes. If the voting direction is split, the proxy holder will not be able to vote on a show of hands. The vote will be invalid if a mark is made in more than one box or if the total shareholding shown in 'FOR', 'AGAINST' and 'ABSTAIN' boxes is more than your total shareholding on the share register. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and your shares will not be counted in computing the required majority on a poll. If you do not mark any of the boxes on a given resolution, your proxy may vote as he or she chooses.

Appointing a Second Proxy

You are entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote on a poll. If you wish to appoint two proxies, please obtain a second Proxy Form by telephoning 1800 230 300 (within Australia) or 61 2 8280 7123 (overseas callers). Both forms should be completed with the specified proportion (either the number or percentage) of your voting rights on each form. If the appointments do not specify the proportions of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. Please return both Proxy Forms together.

Signatures

This Proxy Form must be signed by the shareholder or by his/her authorised attomey(s); or, in the case of a joint shareholding, by all joint shareholders or by their authorised attorney(s).

If the shareholder is a company, the Proxy Form must be signed either:

• under the common seal of the company by two directors, or a director $\blacksquare$ and a secretary; or
• by two directors, or a director and a secretary; or
• in the case of a proprietary company that has a sole director who is also the sole company secretary, by that director; or
• under the hand of a duly authorised officer or attorney.

If the Proxy Form is signed by an attorney or authorised officer(s) of a company, then the relevant power of attorney or authority authorising that person or persons to sign must either have been exhibited previously with the Company or be enclosed with this Proxy Form when you return it. The attorney or authorised officer hereby states that no notice of revocation of power or authority has been received.

Return of Proxy Form

To be effective, this form, together with the power of attorney or other authority (if any) under which it is signed, must be sent to one of the following in sufficient time to be received no later than 10,00am on Tuesday, 15 November 2005:

• ASX Perpetual Registrars Limited, the Company's Share Registry ("Registry"), in the reply paid envelope provided, or post to Locked Bag A14, Sydney South NSW 1235; or by facsimile on 61 2 9287 0309;
• the Company Secretary, Lend Lease Corporation Limited, Level 4, 30 The Bond, 30 Hickson Road, Millers Point NSW 2000; or by facsimile on 61 2 9252 2192; or
• bу on-line lodgement at the Registry's website (www.asxperpetual.com.au) in accordance with the instructions given there (you will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website). You will need your Security Reference Number (SRN) or Holder Identification Number (HIN) as well as your surname (or company name) and postcode. If voting under power of attorney, you will need to provide a certified copy to the Reaistry.

If you require further information on how to complete the Proxy Form please telephone Lend Lease Shareholder Services on 1800 230 300 (within Australia) or 61 2 8280 7123 (overseas callers).

ASX Perpetual Registrars Limited ("ASX Perpetual") advises that once you become a shareholder in Lend Lease Corporation Limited ("Lend Lease"). Chapter 2C of the Corporations Act 2001 requires information about you (including your name, address and details of the shares you hold) to be included in the public register of Lend Lease. This information must continue to be included in the public register for 7 years if you cease to be a shareholder. These statutory obligations are not altered by the Privacy Amendment (Private Sector) Act 2000. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. The privacy policy of ASX Perpetual is available on its website (www.asxperpetual.com.au).

All Registry communications to: C/-ASX Perpetual Registrars Limited Level 8, 580 George Street, Sydney, NSW, 2000 Locked Bag A14, Sydney South, NSW, 1235 Telephone: (02) 8280 7123 Toll Free: 1800 230 300 Facsimile: (02) 9287 0309 ASX Code: LLC Email: [email protected] Website: www.asxperpetual.com.au

If you propose to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

APPOINTMENT OF PROXY

ANNUAL GENERAL MEETING

I/We being a member(s) of Lend Lease Corporation Limited and entitled to attend and vote hereby appoint

OR

the Chairman of the Meeting (mark with an 'X') Write here the full name of the person you are appointing as your proxy

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Lend Lease Corporation Limited to be held at 10.00am on Thursday, 17 November 2005 and at any adjournment of that meeting. Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the Share Registry, ASX Perpetual Registrars Limited ("Registry"). Proxies will only be valid and accepted by the Company if they are signed and received by the Registry no later than 48 hours before the meeting.

IMPORTANT FOR RESOLUTION 4:

If the Chairman of the Meeting is your nominated proxy (or may be appointed by default) and you have not directed your proxy how to vote on these resolutions, please place a mark in this box. By doing so, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolution 4 and your votes will not be counted in computing the required majority if a poll is called on that resolution.

Please note that the Chairman of the Meeting intends, where permissible, to vote undirected proxies in favour of each Resolution. In this form, a reference to the Chairman of the Meeting is a reference to the Chairman of the Meeting at the relevant time. Accordingly, if this is not your preference, please mark the appropriate boxes below.

Should you desire to direct your proxy how to vote on any Resolution please insert $|\mathbf{X}|$ in the appropriate box below or insert the proportion of your votes to be cast.

* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SECURITYHOLDERS - THIS MUST BE COMPLETED

Securityholder 1 (Individual)

B

Joint Securityholder 2 (Individual)

Joint Securityholder 3 (Individual)

Director

Sole Director and Sole Company Secretary

Director/Company Secretary (Delete one)

This form must be signed by the shareholder in accordance with the instructions in the Notice of Meeting. If a joint holding, all shareholders must sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the Registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder's constitution and the Corporations Act.

LLC PRX541

CORPORATION

All Registry communications to: C/-ASX Perpetual Registrars Limited Level 8, 580 George Street, Sydney, NSW, 2000 Locked Bag A14, Sydney South, NSW, 1235 Telephone: (02) 8280 7123 Toll Free: 1800 230 300 Facsimile: (02) 9287 0309 ASX Code: LLC Email: [email protected] Website: www.asxperpetual.com.au

ANNUAL GENERAL MEETING QUESTIONS FROM SHAREHOLDERS

Your concerns as shareholders are important to us. As part of compiling the Chairman's address for the Annual General Meeting (AGM) we would like your comments on any shareholder matters relating to Lend Lease Corporation Limited and invite you to use this form to submit them.

This form must be received by the Share Registry, ASX Perpetual Registrars Limited, at Locked Bag A14, Sydney South NSW 1235 in the reply paid envelope provided; or by facsimile on 61 2 9287 0309. Shareholders may also lodge questions on-line at: www.asxperpetual.com.au

We will endeavour to address as many of the more frequently raised shareholder matters during the course of the AGM as possible. However there may not be sufficient time available at the meeting to address all topics. In the event that a topic is not addressed at the meeting, an individual response will be sent to the shareholder.