22 September 2004

Level 16 157 Liverpool Street SYDNEY NSW 2000

www.stockland.com.au

Tel: 02 9321 1500 Fax: 02 9321 1599

Annual General Meeting of Stockland Corporation Limited and Meeting of Unitholders of Stockland Trust

Attached is a letter to securityholders accompanied by the Notice of Annual General Meetings and Proxy Form, which will be sent out to security holders today.

The Annual General Meeting of Stockland Corporation Limited and Meeting of Unitholders of Stockland Trust will be held:

$2:30$ pm Tuesday, 26 October 2004 City Recital Hall Angel Place, Sydney NSW

Phillip Hepburn Secretary Stockland

Tel: 02 9561 2630 Fax: 02 9561 2627

Stockland Corporation Limited ACN 000 181 733 Stockland Trust Management Limited ACN 001 900 741 AFSL No. 241190 As Responsible Entity for Stockland Trust ARSN 092 897 348

20 September 2004

Stockland Corporation Limited ACN 000 181 733 Stockland Trust Management Limited as Responsible Entity for Stockland Trust ARSN 092 897 348 AFSL No. 241190

Lavel 16 157 Liverpool Street Sydney NSW 2000 GPO Box 998 Sydney NSW 1041 www.stockland.com.au

All correspondence to: Computershare Investor Services Pty Limited GPO BOX 7045 Sydney New South Wales 2001 Australia Enquiries (within Australia) 1800 804 985 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 www.computershare.com

Dear Securityholder

I have the pleasure in inviting you to attend our Annual General Meeting and enclose the Notice of Meeting which sets out the items of business. The meeting will be held at City Recital Hall, Angel Place, Sydney on Tuesday, 26 October 2004 at 2:30pm. A map showing the location of the City Recital Hall is on the back of this letter.

If you are attending this meeting, please bring this letter with you to facilitate registration into the meeting.

If you are unable to attend the meeting, you are encouraged to vote on the business being conducted at the meeting by electronic proxy by logging on to www.computershare.com/au/investors and following the links to Proxy Voting. To validate your identity you will need to have your Security Reference Number (SRN) or Holder Identification Number (HIN) which is located on the enclosed proxy form.

You may also vote by completing the enclosed proxy form and returning to Stockland Security Registry, Computershare Investor Services Pty Limited ("Computershare") in the reply paid envelope provided or faxed on 02 8235 8220.

Proxy voting closes no later than 48 hours prior to the commencement of the Meeting, being 2:30 pm Sunday, 24 October 2004.

Corporate securityholders will be required to complete a "Certificate of Appointment of Representative" to enable a person to attend on their behalf. A form of this certificate may be obtained from Computershare.

I look forward to your attendance at the meeting.

Yours sincerely

Peter Dalv Chairman

Proxy Form

All correspondence to:

Stockland Trust ARSN 092 897 348 Stockland Corporation Limited ABN 43 000 181 733 Mark this box with an 'X' if you have made any changes to your address details (see reverse)

Computershare Investor Services Pty Limited GPO Box 7045 Sydney New South Wales 2001 Australia Enquiries (within Australia) 1800 804 985 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 www.computershare.com

Appointment of Proxy

I/We being a member/s of Stockland Corporation Limited and Stockland Trust entitled to attend and vote hereby appoint

the Chairman		voltoitota eterolist Communication
of the Meetings	OR	W
(mark with an $'X'$ )

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meetings.

adjustment of the Chairman of the Chairman of the Marian are much as he meaning on the medians on much and the new indeed the Chairman of the Marian Chairman of the Theorem with the mediant of the Theorem with the the Theo following directions (or if no directions have been given, as the proxy sees fil) at the Anaval General Meeting of Stockland Corporation Limited and Stockland Trust to be held at the City Recital Hall, Angel Place, Sydney NSW on Tuesday, 26 October 2004 at 2.30pm and at any adjournment of those meetings.

IMPORTANT: FOR ITEMS 5, 7, 8 AND 9 BELOW

If the Chairman of the Meetings is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Items 5, 7, 8 and 9 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meetings may exercise your proxy even if he has an interest in the outcome of those items and that votes cast by him, other than as proxy holder, would 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 Meetings will not cast your votes on Items 5, 7, 8 and 9 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meetings intends to vote undirected proxies in favour of each of these items

Voting directions to your proxy - please mark

$\mathcal{P}$ To re-elect Mr G J Bradley as a Director
$\mathbf{3}$ . To re-elect Mr H C Thorburn as a Director
$\overline{4}$ . To re-elect Mr N F Greiner as a Director
$5 -$ To approve the Incentive Share Plan, subject to the approval of resolution 6

For	Against	Abstain*

to indicate your directions

1. To replace the Constitution of Stockland Corporation Limited
1. To allot or transfer stapled securities to Managing Director
R. To allot or transfer stapled securities to Finance Director
$\mathbf{Q}$ To ratify the issue of 39,000,000 stapled securities on 27 February 2004

If you indicate your voting direction to your proxy above and also mark the box for Items 5, 7, 8 and 9 directing the Chairman of the Meetings to cast your yote as the Chairman decides, your specific direction above will override the indication that your proxy is undirected, and the Chairman will vote in the way specifically directed above.

In addition to the intention advised above, the Chairman of the Meetings intends to vote undirected proxies in favour of each of the other Items of business.

* If you mark the Abstain box for a particular item, 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.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 2

www. . . œ ,,,, 100 $\sim$ าก		22
. 3333		111) 222 ÷ - 7 - 3

Securityholder 3

	ш н ш HБ ш ₩ R.
Director/Company Secretary

Date

Contact Name

Sole Director and Sole Company Secretary

Contact Daytime Telephone

Your Address 1

This is your address as it appears on the stapled security register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meetings as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meetings please write the name of that person. If you leave this section blank, or your named proxy does not attend the meetings, the Chairman of the Meetings will be your proxy. A proxy need not be a Stockland securityholder.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each Item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you mark the box in relation to Items 5, 7, 8 and 9, and you do not mark any of the boxes on items 5, 7, 8 or 9 indicating your directions to your proxy, and your proxy is the Chairman of the Meetings, you will be taken to have directed the Chairman to vote in favour of Items 5, 7, 8 and 9. If your proxy is the Chairman of the Meetings and you have not directed him how to vote on any other Item, you will be taken to have directed the Chairman to vote in favour of those Items. If your proxy is a person other than the Chairman of the Meetings and you do not mark any of the boxes on a given Item, your proxy may vote as he or she chooses. If you mark more than one box on an Item your vote on that Item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meetings and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Stockland's security registry or you may copy this form.

To appoint a second proxy you must:

on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable $(a)$ to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
return both forms together in the same envelope. $(h)$

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual Where the holding is in one name, the holder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: To sign under Power of Attomey, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by Companies: that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the company is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from Stockland's registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 2.30pm on Tuesday, 26 October 2004. Any Proxy Form received after that time will not be valid for the scheduled meeting, unless a poll is called on an Item in respect of a resolution of the Company in which case any Proxy Form received after 24 hours before the time appointed for taking the poll will not be valid in respect of that Item.

Documents may be lodged using the reply paid envelope or:

IN PERSON	Registered Office - Stockland, Parkview, Level 16, 157 Liverpool Street, Sydney NSW 2000 Australia
	Security Registry - Computeshare Investor Services Pty Limited, Level 2, 60 Carrington Street, Sydney NSW 2000 Australia
BY MAIL	Registered Office - Stockland, Parkview, Level 16, 157 Liverpool Street, Sydney NSW 2000 Australia
	Proxy Processing Centre - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 8060 Australia
BY FAX	61 2 8235 8220

Stockland Corporation Limited ACN 000 181 733

Stockland Trust Management Limited (ACN 001 900 741) AFSL No. 241190 as the Responsible Entity for Stockland Trust ARSN 092 897 348

Notice of Meetings

Annual General Meeting of Stockland Corporation Limited and Meeting of Unitholders of Stockland Trust

Notice is given that the Annual General Meeting of Shareholders of Stockland Corporation Limited ("the Company") will be held in conjunction with a meeting of Unitholders of Stockland Trust ("the Trust"), which meetings will be held on:

Date: Tuesday, 26 October 2004

Time: 2.30 pm

Place: City Recital Hall Angel Place Sydney NSW

Ordinary Business of the Company

$\mathbf{1}$ To receive and consider the Directors' report and financial statements for the year ended 30 June 2004 together with the auditor's report.

To elect Directors:

To consider and, if thought fit, to pass the following as ordinary resolutions of the Company.

$\overline{2}$ Mr G J Bradley retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election.

Mr Bradley was appointed to the Board in February 2004. Mr Bradley was managing director of Perpetual Trustees Australia from 1995 to 2003 and was previously national managing partner of Blake Dawson Waldron and a partner of McKinsey & Company. He is a director of Singapore Telecommunications, MBF Australia, Queensland Investment Corporation, and HSBC Bank Australia, and chairs Film Finance Corporation Australia and Proteome Systems.

Mr Bradley is a member of the Audit Committee and chairs Stockland Funds Management Limited, the group's unlisted property fund responsible entity.

3 Mr H C Thorburn retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election.

Mr Thorburn was appointed to the Board as Finance Director on 1 July 2004, having been Chief Financial Officer since his commencement at Stockland on 16 February 2004. Mr Thorburn is a chartered accountant and has held a number of senior financial and general management roles in Australian companies.

$\overline{4}$ Mr N F Greiner, retires in rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election.

Mr Greiner has been Deputy Chairman of the Board since his appointment in September 1992. He was a Member of the New South Wales Parliament from 1980 to 1992 and Premier for the last five years of that period. Prior to entering Parliament and after a distinguished academic career, he held executive positions in the United States of America and in Australia. Mr Greiner is Chairman of Bilfinger Berger Australia and a director of McGuigan Simeon Wines Limited and QBE Insurance Group and a number of other private groups. Mr Greiner is Chairman of the Nominations and Remuneration Committee.

$\mathcal{L}_{\mathbf{z}}$ Approval of Incentive Share Plan

To consider and, if thought fit, to pass the following as separate ordinary resolutions of each of the Company and the Trust.

"That subject to the approval of resolution 6 in the Notice of Meetings convening this meeting, approval is given for all purposes under the Corporations Act and the Listing Rules of Australian Stock Exchange Limited for:

the establishment of a plan, to be called the Stockland Incentive Share Plan ("Plan") for the provision $(a)$ of incentives to senior employees of the Company, Stockland Trust Management Limited ("STML"). and their subsidiaries:
$(b)$ the issue and transfer of stapled securities to senior employees under the Plan; and
the provision of benefits to those senior employees under the Plan, $(c)$

in accordance with the Stockland Incentive Share Plan Rules, initialled by the Chairman for the purposes of identification and described in the Notice of Meetings convening this meeting."

$\mathbf{r}$ Replacing the Constitution of the Company

To consider and, if thought fit, to pass the following resolution as a special resolution of the Company.

"That the Constitution of Stockland Corporation Limited in the form submitted to the meeting and signed by the Chairman for the purpose of identification be approved and adopted as the Constitution of the Company in substitution for and to the exclusion of the existing Constitution of the Company (being its former Memorandum and Articles of Association) which is repealed by this resolution."

$\overline{ }$ Allotment or transfer of Stapled Securities to Managing Director

To consider and, if through fit, to pass the following as separate ordinary resolutions of each of the Company and the Trust.

"That, subject to the approval of resolutions 5 and 6 in the Notice of Meetings convening this meeting. notwithstanding the terms of the resolution passed at the 2001 Annual General Meeting concerning the issue of Stockland stapled securities to Mr Quinn, approval is given for all purposes under the Corporations Act and the Listing Rules of Australian Stock Exchange Limited for:

the allotment or transfer of 160,000 Stockland stapled securities to Mr Matthew Quinn under the terms $(a)$ of the Stockland Incentive Share Plan ("Plan"), within 1 month after the date of the meeting at which this resolution was considered;
$(b)$ the making of interest free loans to Mr Quinn under the Plan for 100% of the subscription or purchase price of the stapled securities approved to be allotted or transferred to Mr Quinn under the Plan: and
the provision of awards to Mr Quinn, being partial waivers of loan repayment obligations determined $(c)$ by the Board under the Plan, if Stockland achieves earnings per stapled security targets and/or total securityholder return targets set by the Board before the allotment or transfer of stapled securities under the Plan,

provided that Mr Quinn will receive no benefit under paragraph (a), (b), and (c) of this resolution if he resigns or is dismissed for cause before 30 June 2007."

Allotment or transfer of Stapled Securities to Finance Director R

To consider and, if thought fit, to pass the following as separate ordinary resolutions of each of the Company and the Trust.

"That, subject to the approval of resolutions 5 and 6 in the Notice of Meetings convening this meeting, approval is given for all purposes under the Corporations Act and the Listing Rules of Australian Stock Exchange Limited for:

$(a)$ the allotment or transfer of 90,000 Stockland stapled securities to Mr Hugh Thorburn under the terms of the Stockland Incentive Share Plan ("Plan"), within 1 month after the date of the meeting at which this resolution was considered:
$(b)$ the making of interest free loans to Mr Thorburn under the Plan for 100% of the subscription or purchase price of the stapled securities approved to be allotted or transferred to Mr Thorburn under the Plan; and
the provision of awards to Mr Thorburn, being partial waivers of loan repayment obligations (C) determined by the Board under the Plan, if Stockland achieves earnings per stapled security targets and/or total securityholder return targets set by the Board before the allotment or transfer of stapled securities under the Plan.

provided that Mr Thorburn will receive no benefit under paragraphs (a), (b), and (c) of this resolution if he resigns or is dismissed for cause before 30 June 2007."

9 To ratify the issue of Stapled Securities

To consider and, if thought fit, to pass the following as an ordinary resolution of the Company and as a special resolution of the Trust.

"That for the purposes of ASX Listing Rules 7.1 and 7.4, the constitutions of the Company and the Trust, and the Corporations Act, the issue of 39,000,000 stapled securities at \$5.20 per stapled security on 27 February 2004 in a private placement, be ratified and approved."

Information concerning resolutions 5 to 9 inclusive is set out in the Explanatory Memorandum accompanying this Notice of Meetings.

Other business

To transact any other business which may be brought before the meeting in conformity with the Company's $10$ and Trust's Constitutions.

By order of the Board

Lille Heft

P A Hepburn Secretary

20 September 2004

Background information

Quorum and voting

The constitutions of the Company and the Trust each provide that at least five security holders present in person or by proxy holding at least 5% and 20% respectively of all stapled securities who are entitled to vote represent a guorum. The guorum must be present at all times during the meeting.

If a guorum for the resolution is not present within 30 minutes after the scheduled time for the meetings, the meetings will be dissolved.

On a show of hands each security holder present in person or by proxy has one vote. On a politically

in the case of a resolution of the Company, each Shareholder has one vote for each share in the Company $(a)$ held: and
$(b)$ in the case of a resolution of the Trust, each Unitholder has one vote for each whole \$1.00 of unit value held in the Trust.

The ordinary resolutions of the Company and the Trust must be passed by more than 50% of votes cast on the resolution by those securityholders present in person or by proxy.

The special resolution of the Company will not be passed unless at least 75% of the votes cast on the special resolution by those security holders present in person or by proxy vote in favour of the special resolution.

The special resolution of the Trust must be put to a meeting of securityholders, present in person or by proxy. holding between them at least 25% in value of the issued Stapled Securities entitled to vote. The special resolution of the Trust will not be passed unless at least 75% in value of those securityholders, in person or by proxy, vote in favour of the special resolution.

Stapled Securities

Stockland has only Stockland stapled securities on issue. A stapled security consists of a share in the Company and a unit in the Trust. These securities are "stapled" and quoted on the ASX.

Individuals

If you plan to attend the meeting, we ask that you arrive at the meeting venue 30 minutes prior to the time designated for the meeting so we may check the number of your votes against our register of securityholders and note your attendance.

Corporations

In order to attend and vote on a show of hands at the meeting, a securityholder which is a corporation must appoint a person to act as its representative. The appointment must comply with sections 250D and 253B of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment including any authority under which it is signed.

Voting entitlements

Pursuant to Corporations Regulations 7.11.37 and 7.11.38 and the SCH Business Rules 9.3A, the Directors have determined that the shareholding of each securityholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting and the meeting of Unitholders will be as it appears in the Share/Unit Register at 7pm (Sydney time) on Sunday 24 October 2004.

Voting exclusions - Resolutions 5, 7, 8 and 9

In accordance with the ASX Listing Rules, the Company and STML will disregard any votes cast:

$(a)$ on Resolutions 5, 7 and 8 by any Director of the Company or STML (except one who is ineligible to participate in any employee incentive scheme) and any associate of those persons; and
$(b)$ on Resolution 9 by any person who participated in the issue and any associate of those persons.

However, the Company and STML need not disregard a vote if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the ${a}$ proxy form: or
it is cast by the person chairing the meeting, as proxy for a person who is entitled to vote, in accordance with $(b)$ a direction on the proxy form to vote as the proxy decides.

In accordance with the Corporations Act, none of STML and its associates are entitled to vote on resolutions 5, 7, 8 or 9.

In accordance with the Corporations Act, none of Mr Quinn or his associates may cast a vote on resolution 7, and none of Mr. Thorburn or his associates may cast a vote on resolution 8, except if it is cast as a proxy appointed by writing that specifies how the proxy is to vote on the resolution and it is not cast on behalf of one of the persons referred to in this paragraph.

Proxies

If you are unable to attend, or do not wish to attend the meeting, you may appoint a proxy to attend and vote for you. A proxy need not be a securityholder.

If a securityholder is entitled to two or more votes they may appoint two proxies and may specify the number or percentage of votes each proxy is appointed to exercise. If no such number or percentage is specified, each proxy may exercise half the securityholder's votes.

Securityholders are able to lodge proxies by electronic means, by facsimile, or by mail. If securityholders wish to lodge their proxies by electronic means, they should go to the registry's website www.computershare.com/au/investors and follow the links to Proxy Voting. Alternatively, a proxy form is attached together with a reply paid envelope. The Proxy Form must be lodged at Stockland's registered office or with Stockland's registry using the reply paid envelope or by posting, delivery or facsimile to:

Stockland Security Registry c/- Computershare Investor Services Pty Limited Level 2, 60 Carrington Street, Sydney NSW 2000 GPO Box 242. Melbourne Vic 8060 Facsimile No. (02) 8235 8220

Proxy forms must be received no later than 2.30pm on Sunday, 24 October 2004. As a practical matter, if you are posting your proxy form, the proxy form would need to be received by last mail on Friday 22 October 2004 and if you are hand delivering your proxy form, it must be delivered by close of business on Friday, 22 October 2004.

The proxy form enables a securityholder to vote for, against or abstain from voting on a resolution. A securityholder may direct the proxyholder how to vote in respect of each resolution.

Explanatory Memorandum

This Explanatory Memorandum contains further information about the resolutions that will be considered at the annual general meeting of the Company and the meeting of the Trust to be held on Tuesday, 26 October 2004. The meetings are important. You should read this Explanatory Statement and the enclosed Notice of Meetings carefully and, if necessary, seek your own independent advice on any aspect about which you are not certain.

Resolution 5 - Approval of the Incentive Share Plan

The Board of Stockland, acting on advice sought from an independent remuneration expert, Godfrey Remuneration Group Pty Limited ("Godfrey"), has determined to provide a new scheme called the Stockland Incentive Share Plan ("Plan") for senior employees. The Board believes that the Plan will better align the interests of senior employees and securityholders by matching rewards under the Plan with the long term performance of Stockland

Under the Plan, senior employees acquire Stockland stapled securities ("Stapled Securities") at the market price prevailing at the time of issue using funds borrowed from the Company. The Directors of the Company and STML believe the acquisition of Stapled Securities by senior employees under the Plan will provide an incentive to maximise the return to securityholders over the long term by further aligning the interests of Stockland management and security holders, and assist in the attraction and retention of key senior employees.

A summary of the rules for the Plan ("Plan Rules") is set out below. The Plan Rules set out the general terms of the Plan. A grant of Stapled Securities under the Plan is subject both to the Plan Rules and the terms of the specific grant. The terms for this year's proposed grants under the Plan are also set out below.

Summary of the Plan Rules of the Plan

The Board of Directors of the Company ("Board") administer the Plan in accordance with the Plan Rules and the terms and conditions of the specific grants to participants in the Plan ("Participants"). The Plan Rules include the following provisions:

$\mathbf{1}$ the Directors in their absolute discretion may determine which of the eligible persons will be offered the opportunity to participate in the Plan:
$\overline{2}$ the Plan provides for the issue or transfer of fully paid Stapled Securities together with the making of loans to full or part-time time senior employees and directors of Stockland;
3 any Stapled Securities that are issued under the Plan will rank equally with those traded on ASX at the time of issue:
where Stapled Securities are issued under the Plan, the issue price of each Stapled Security will be the $\overline{A}$ volume weighted average price at which Stapled Securities are traded on ASX during the 5 trading days up to and including the last trading day before the date of issue;
$\mathbf 5$ the Board may impose restrictions on the transfer of Stapled Securities issued under the Plan;
6 the Board may invite Participants to apply for a loan for the purpose of acquiring the Stapled Securities offered to them under the Plan ("Loan"). The Directors are given a discretion to set the terms of the Loan which may be at a less than commercial rate of interest or interest-free, on a secured or unsecured basis, and which may provide that the total amount of principal repayable under the Loan is limited to the proceeds of the sale of the Stapled Securities acquired with the Loan (less any costs of sale). The after-tax amount of any dividends or distributions paid on the Stapled Securities acquired with the Loan must be applied towards repayment of interest, if any, and the principal of the Loan;

$\overline{7}$ Loans will become immediately due and repayable on the earliest to occur of:
the date specified at the time of making the Loan: $(a)$
$(b)$ the relevant Participant becoming an insolvent under administration:
the relevant Participant ceasing to be an employee of an entity within Stockland: $(c)$
a third party acquiring the Stapled Securities under a takeover offer or compulsory acquisition, or a $(d)$ scheme of arrangement in relation to the Company and an informal scheme having the same effect in relation to the Trust, and the Board determining that the Loan is immediately due and payable on that basis: and
$(e)$ the disposal of the Stapled Securities by the Participant;
8 if a Participant ceases employment with Stockland during the non-disposal period applying to their Stapled Securities (generally about 3 years), the "Plan Company" (currently Computershare Plan Managers Pty Limited) will sell the Participant's Stapled Securities and pay the proceeds of sale to Stockland in full satisfaction of the Participant's obligation to repay their Loan. The balance (if any) will be paid as follows:
if the Participant ceases employment as a result of the death or total and permanent disablement, the $(a)$ balance will be paid to the Participant in full; and
if the Participant ceases employment for any other reason (including resignation, termination for $(b)$ cause, redundancy or retirement) the amount of tax the Participant is required to pay on the disposal of the Stapled Securities will be paid to the Participant, with the balance, if any, paid to Stockland,

but the Board may, in its discretion, waive Stockland's right to payment of any balance of sale proceeds remaining after repayment of the Loan and payment of the tax amounts, in the event of redundancy or retirement of the relevant executive; and

9 the Board may, in its sole discretion, waive Stockland's right to repayment of all or part of any unpaid Loan amount in the following circumstances:
on the satisfaction of any conditions for such waiver set out in the invitation in respect of the Stapled $(a)$ Securities acquired using the Loan;
$(b)$ in the event of the death or total and permanent disablement of the Participant to whom the Loan was made: or
in such other circumstances as the Board may, in its sole discretion, determine. $(c)$

Other terms and conditions of the current proposed Plan grants

Issue Price

Stapled Securities are proposed to be issued under the Plan at a price equal to the volume weighted average price (VWAP) at which Stapled Securities are traded on ASX during the 5 trading days up to and including the last trading day before the issue date of the Stapled Securities.

Loans

Loans to senior employees under the Plan are limited in recourse to the value of the Stapled Securities acquired using the Loan funds. The Loans to senior employees and Directors under the Plan may be interest free, at the discretion of the Board. It is proposed that 51.5% of any distribution paid on the Stapled Securities acquired with the Loan (being the approximate effective after tax receipt) must be applied in reduction of the Loan balance. The balance of the distribution is retained by the participant to cover anticipated taxation liabilities in respect of the distribution.

If a Participant elects to withdraw their Stapled Securities from the Plan prior to the expiry of the five year Loan term, the limited recourse feature of the Loan will not apply and the Participant will be required to repay the Loan in full, irrespective of the value of the relevant Stapled Securities.

Performance conditions

A proportion of any outstanding amount of a Participant's Loan may be waived by the Board if certain performance conditions are met. These conditions are based on two key securityholder wealth creation measures: earnings growth per Stapled Security ("EPS Growth") and total securityholder return growth ("TSR Growth").

EPS Growth will be measured as the percentage increase in the base earnings per Stapled Security adjusted for significant items and other items determined by the Board, as disclosed in Stockland's Statement of Financial Performance from year to year.

Broadly, TSR Growth measures growth in the price of Stapled Securities plus cash distributions notionally reinvested in Stapled Securities. Stockland's TSR will be ranked against the performance of the ASX/S&P 200 Property Trust Accumulation Index.

The amount of the Loan waived plus the amount of fringe benefits tax payable on the waiver of the Loan is referred to as an "Award", and is expressed in aggregate as a percentage of the original amount of the Loan. At present, 51.5% of an Award is in the form of the waiver of that proportion of the unpaid Loan amount. The remaining 48.5% of an Award will be applied to the fringe benefits tax ("FBT") on the Loan waiver. These percentages will change if the FBT rate changes.

Awards may be given in two circumstances:

if the EPS Growth hurdle is met ("EPS Award"); and
if the TSR Growth hurdle is met ("TSR Award").

The amount of each Award is as follows:

the EPS Award is up to 50% of the amount of the original Loan. The full EPS Award will be granted if the EPS Growth is at or above the "Target Rate" determined by the Board. If the EPS Growth is less than the Target Rate then an EPS Award of less than 50% of the amount of the original Loan may be made at the Board's discretion; and
the TSR Award is up to 50% of the amount of the original Loan. The TSR Growth hurdle will be met if Stockland's TSR Growth is greater than the ASX/S&P 200 Property Trust Accumulation Index for the period 1 July 2004 to 30 June 2005. If the TSR Growth hurdle is not met for that period then a TSR Award not exceeding 50% of the amount of the original Loan may be made at the Board's discretion.

Also, for Stapled Securities allotted in 2004, either Award may be increased or reduced (as the case may be) by the amount per Stapled Security by which the issue price was greater or less than the market price of Stapled Securities on 1 July 2004 ("Differential Amount") effectively dating the first issues under the Plan to the commencement of the measurement periods for Awards. The market price on 1 July 2004 (using a 5 day VWAP) was \$5.14 per Stapled Security.

If the amount of the Loan waiver exceeds the amount unpaid on the Loan, the excess will be applied firstly against any Loan outstanding under another issue of Stapled Securities made to the Participant under the Plan and secondly, to reduce the amount of the Loan required to be applied for by the Participant under any subsequent invitation to that Participant to apply for Stapled Securities under the Plan. If the Participant does not become entitled to receive another invitation to participate in the Plan, the Participant will lose any entitlement to receive the excess amount of the Award over the existing Loans.

Examples

The following table contains two examples of the amounts by which the Loan will be reduced if performance hurdles are met. The first scenario assumes only one performance hurdle is met. The second scenario assumes both performance hurdles are met.

In each example, also assume that:

the issue price is \$5.56 (being 42 cents per Stapled Security above the market price at 1 July 2004 of \$5.14); and
a senior employee has been invited to subscribe for 2000 Stapled Securities and therefore provided with a Loan of \$11,120.

EPS. Growth (as % of Target)	EPS Award (as % of original Loan)	TSR v ASX S&P 200 PT Index Growth	TSR. Award (as % of original Loan)	Total Awards (as $%$ of original Loan)	Adjust for Differential Amount (if Awards) >0)	Amount of Loan forgiven $(51.5%$ of total value of Awards)	Amount of FBT paid $(48.5%$ of total value of Awards)
Scenario 1	50%	Below index growth	0%	50%	\$840	\$3296	\$3104
Scenario 2	50%	Above index growth	50%	100%	\$840	\$6159	\$5801

The Board's determination of the Group's EPS Growth and TSR Growth is final, and its decision whether or not to grant an Award on satisfaction of the relevant performance condition is in the Board's discretion.

The performance conditions for future offers under the Plan and the length of time over which Stockland's performance will be tested against those conditions may not be the same as those applying to previous offers.

Requirement for approval

Securityholder approval of the Plan is sought for all purposes under the Corporations Act and the Listing Rules of the Australian Stock Exchange Limited. If approval is given, the following consequences will ensue:

Any benefits received by a senior employee under the plan upon cessation of employment will not be included in the calculation of the maximum value of retirement benefits otherwise payable without Securityholder approval under section 200B of the Corporations Act. Benefits may include the release of transfer restrictions on Stapled Securities, and the waiver of Loans made by Stockland to the senior employee to purchase Stapled Securities under the Plan, if (for example) the senior employee is totally and permanently disabled. Benefits may only be given by the Board in limited circumstances.
Stapled Securities issued under the Plan will be excluded from the calculation of the maximum number of new Stapled Securities that can be issued by Stockland in any 12 month period (currently 15% of Stapled Securities previously on issue). In any event, the maximum number of Stapled Securities that can be issued by Stockland in any five year period under all employee share plans that may involve the issue of Stapled Securities is effectively limited (subject to certain exceptions) to 5% of issued securities, by the terms of the applicable ASIC class order prospectus and product disclosure statement exemption.
The Company will be providing financial assistance to senior employees to acquire shares in the Company. Under Corporations Act section 260C(4), the Company may provide such financial assistance under an employee share scheme approved by the Company in general meeting. The Company therefore also seeks approval of the Plan to ensure it may provide financial assistance to senior employees under the Plan.

The introduction of the Plan is also conditional on members of the Company passing resolution 6 to remove certain provisions of the Company constitution which are inconsistent with the proposed terms of the Plan. For further details see the discussion in the explanatory materials on resolution 6 at paragraph (i).

Recommendation

The Directors of the Company and STML (excluding Mr Quinn and Mr Thorburn, who have a direct interest) believe that the Plan is an appropriately designed equity based senior employee incentive scheme, having regard to the role of the Plan in the attraction and retention of key executives and driving the improved performance of Stockland.

Accordingly, noting the interest of Mr Quinn and Mr Thorburn (as potential Participants), the Directors of the Company and STML unanimously recommend that you vote in favour of Resolutions 5.

Copies of the Incentive Share Plan rules and the Constitution of the Company are available on the Stockland website www.stockland.com.au.

Resolution 6 - Replacement of the Constitution of Stockland Corporation Limited

It is proposed that the existing Constitution (being the former Memorandum and Articles of Association) of the Company be repealed and that they be replaced with a new Constitution.

The existing Articles of Association were adopted in 1992 and require significant amendments to update them in accordance with changes to the Corporations Act (in particular the Company Law Review Act 1998 and the Corporate Law Economic Reform Program Act 1999 (CLERP)) and the ASX Listing Rules (Listing Rules) and to reflect current good corporate practice. It is simpler to adopt an entirely new Constitution rather than make a large number of amendments.

No amendments are proposed to the current Constitution of Stockland Trust.

The main changes between the existing and the proposed Constitution are as follows:

General Changes $(a)$

General changes are proposed to the Constitution including the substitution of the term "Articles of Association" with "Constitution". It is also proposed that references to "Articles" be deleted and be replaced by the term "clause".

As there is no longer a requirement for a Memorandum of Association, the proposed Constitution does not include one nor does it include any objects or purposes which are no longer necessary.

It is proposed that the drafting and language of the Constitution be modernised.

Consistency with Corporations Act and Listing Rules $(b)$

Provisions of the previous Constitution which are inconsistent with the Corporations Act and the Listing Rules have been replaced with consistent provisions. The proposed Constitution contains a clause to the effect that the Listing Rules prevail in the event of any inconsistency with the Constitution.

Share Capital $\left( \epsilon \right)$

The concepts of par value or nominal value of shares, authorised capital, share premium accounts, share buy back provisions and the like have been removed from the proposed Constitution having regard to Corporations Act changes.

$(d)$ Sale of non-marketable parcels

The proposed Constitution permits the Company to sell holdings of less than a marketable parcel in accordance with the procedural and timing requirements of the Listing Rules. This only applies if a shareholder has an opportunity to opt out of any proposed sale arrangement and does not do so.

Meetings of Members $(e)$

The proposed Constitution:

$(1)$ provides that the directors must convene a meeting of members at the request of members if required to do so under the Corporations Act (currently five percent of members or 100 members entitled to vote at the meeting). The current Constitution only provides for requisitions from five percent of members.
contains updated general meeting provisions (including provisions relating to calling a poll) consistent $(ii)$ with the Corporations Act and Listing Rules;
$(iii)$ allows the directors to cancel or postpone a meeting of members for up to 40 days by advertisement in a national newspaper together with a requirement to endeavour to notify members by notice to them if time permits; and
the proposed Constitution makes provision for the facsimile or electronic transmission of proxies. $(iv)$

Directors and Remuneration $(f)$

The proposed Constitution:

$(i)$ requires directors to retire by rotation every three years rather than the current requirement for one third of the directors to retire every year. The proposed requirement is consistent with the Listing Rules;
requires directors appointed to fill a casual vacancy to hold office only until the next annual general $(ii)$ meeting and the retiring directors are then eligible for re-election;
$(iii)$ states that the managing director is exempt from the requirement to retire by rotation;
$(iv)$ does not contain the previous power of directors to appoint alternate directors;
$(v)$ states that the number of directors are to be not less than the number required by law (which is presently three) or more than the number from time to time resolved by the directors up to a maximum of ten (or such other number as the Company by resolution may from time to time resolve). The current minimum and maximum number of directors are four and ten respectively;
$(vi)$ requires that members wishing to nominate new directors must comply with the time period for nominations prescribed by the Listing Rules (currently 35 Business Days before the meeting at which the person is to be nominated). If, in the future, the Listing Rules are changed so that no reference is made to a time period for nominating, the proposed Constitution requires that nominations must be made no later than 45 Business Days before the meeting; and
allows for non-executive directors to be remunerated in money or in other forms, such as shares in $(vii)$ the Company.

$(a)$ Meetings of Directors

The proposed Constitution allows a majority of directors (the current requirement is all directors) to sign a resolution in order for it to be deemed to be passed at a directors' meeting provided that reasonable efforts have been made to give all directors notice of the proposed resolution.

Indemnity and insurance for officers $(h)$

The proposed Constitution:

$(i)$ contains an updated indemnity clause in favour of the officers and former officers of the Company and its subsidiaries consistent with the Corporations Act right to indemnify. The updated indemnity clause states that the Company is to indemnify each such officer out of the assets of the Company against any liability incurred by the officer in or arising out of the discharge of the duties of the officer. This is consistent with the Corporations Act requirements. It applies to the extent the Company is not precluded by law from doing so and to the extent and for the amount that the officer is not otherwise

entitled to be indemnified and is not actually indemnified by another person. The indemnity in the existing Constitution is in favour of every officer, auditor or agent of the Company against any liability incurred in successfully defending civil or criminal proceedings: and

provides that the Company may pay the insurance premium for officers in relation to the liability $(ii)$ incurred by the officer arising out of the activities of the Company and the proper performance by the officer of any duty.

$(1)$ Stapling

The stapling provisions in the proposed Constitution have been simplified but the concept of stapling remains unchanged, that is that shares in the Company are stapled to units in Stockland Trust in a ratio of one share to one unit.

Unclaimed dividends $(i)$

The proposed Constitution permits the Company to make use of unclaimed dividends until claimed.

$(k)$ Proportional takeover approval provision

The proposed Constitution contains a proportional takeover approval provision (providing that if an offer is received for a specified proportion of the Company's shares, a shareholders' meeting must approve the takeover bid before it may take effect). If that approval is obtained, the offer may proceed. If the approval is not obtained, the offer will be taken to have been withdrawn. The provisions do not apply to an offer under a takeover bid for all of the Company's shares.

The main advantage of a proportional takeover approval provision is that shareholders have an opportunity to study a proportional takeover bid proposal and, if they believe that control should not be permitted to pass under the bid, vote on it to prevent it from proceeding. In other words, this enables the views of shareholders to be formally ascertained. It may assist shareholders in avoiding being locked into a relatively powerless minority position, and increase shareholders' bargaining power to require that a full bid, rather than partial bid, be made. It may also assist in ensuring that any proportional bid is adequately priced and is structured so as to be attractive to a majority of its shareholders. By determining the views of a majority of shareholders, it assists each individual shareholder in assessing the likely outcome of a proportional takeover bid and whether to approve or reject that offer. The consequence of this is that all shareholders can avoid the risk of being a minority shareholder in a company controlled by a single dominant shareholder.

The main disadvantage of a proportional takeover approval provision is that it makes a proportional takeover bid more difficult to proceed, which may reduce the opportunities which shareholders may have to sell some of their shares. It could be said that such a provision constitutes a restriction on the ability of shareholders to deal freely with their shares. It may arguably, as a result, reduce any takeover speculation element in the pricing of the Company's shares which relates to the possibility of a proportional takeover.

The directors consider that there are no advantages or disadvantages of a proportional takeover approval provision from the directors' perspective as they remain free to make a recommendation to shareholders on whether a proportional takeover bid should be accepted.

As at the date of the Notice of Meeting, no director is aware of any proposal by a person to acquire or to increase the extent of a substantial interest in the Company.

It is fairly common for listed companies to have a proportional takeover approval provision in their Constitution as it allows the majority of shareholders to determine whether a proportional takeover bid should proceed.

$\langle l \rangle$ Changes to employee share scheme

The current Constitution of the Company contains express provisions for the issue of shares and provisions of loans under an employee share scheme. The provisions require the loan to bear interest equal to the dividends and distributions paid on the Stapled Securities issued under the scheme. These provisions do not accord with the proposed terms of the incentive Share Plan where the loan is provided interest free. Accordingly, the proposed Constitution does not reproduce these provisions and the introduction of the Plan is also conditional on the proposed Constitution being adopted.

(m) Other changes

The current provisions relating to converting preference shares (expiring 1997) have not been retained.

Copies of the proposed Constitution are available on the Stockland website www.stockland.com.au.

Your directors recommend that shareholders approve the proposal to adopt the new Constitution.

Resolutions 7 and 8 - Executive director participation in the Plan

Stockland proposes to offer participation in the Plan to Mr Matthew Quinn (Managing Director) and Mr Hugh Thorburn (Finance Director).

Grant of Stapled Securities to Mr Quinn

At the Stockland Annual General Meeting in 2001. Securityholders approved the issue to Mr Quinn of 2 million Stapled Securities, at 97.5% of the market price at the time of issue, financed by interest-bearing loans from Stockland. Those Stapled Securities become free of conditions in tranches of 500,000 each on 31 December in each year, only if Stockland outperforms the ASX S&P 200 Property Trust Accumulation Index cumulatively from 19 October 2000 until 31 December in the relevant year for each tranche. The measurement date for the release of conditions for the final tranche of Stapled Securities granted to Mr Quinn in 2001 is 31 December 2004.

It was a condition of the securityholder approval in 2001 that no further approvals be sought for issues under the Executive Unit/Share Scheme for 4 years. Your Directors propose that Mr Quinn be awarded further Stapled Securities this year, under the new Plan, that will not become free of conditions until 30 June 2007, 2½ years after the final tranche of Stapled Securities issued to Mr Quinn in 2001 becomes unconditional. Further, the proposed issue of Stapled Securities to Mr Quinn under the new Plan this year will ensure that long term incentives are in place to achieve targets set by the board for the 2005 financial year, after the measurement period for the previous issue of Stapled Securities has expired.

Accordingly, in order to ensure that Mr Quinn continues to receive appropriate long term incentives, securityholders are asked to approve the award of Stapled Securities to Mr Quinn under the new Plan this year, expressly notwithstanding the terms of the 2001 resolution.

Level of participation

The level of participation offered to Mr Quinn and Mr Thorburn under the Plan is based on their vearly total employment cost ("TEC"). Stockland has obtained expert advice from Godfrey that such levels of participation are in accordance with prevailing market conditions.

Stockland proposes to offer 160,000 Stapled Securities to Mr Quinn and 90,000 Stapled Securities to Mr Thorburn under the terms of the Plan described above. Any issues of Stapled Securities to Mr Quinn and Mr Thorburn in future vears must be separately approved by Stockland securityholders.

The Stapled Securities that Stockland proposes to issue under the Plan will rank equally with those traded on ASX at the time of issue. If approved, the acquisition price will be the five day weighted average market price of the Stapled Securities traded on ASX up to the last trading day before date of issue. As Stapled Securities are proposed to be issued fully paid at the prevailing market price to Messrs Quinn and Thorburn, the only "value" accruing to them will derive from the terms of the Loans proposed to be made by Stockland for the purchase price. That value has been estimated independently by Deloitte (see following page).