SMLLP ASSET PTY LTD (as trustee for the SMLLP Evergreen Trust)

Stockland LLC – intragroup transfer of Halcyon Jardin and Evergreen projects

As part of its activities, Stockland Corporation Ltd and Stockland Trust (Stockland) operates a land lease communities (LLC) business, which currently comprises a portfolio of 39 LLC projects nationally, including both established communities and communities under development/in planning. Stockland proposes, as a restructure, to transfer the land and development assets from two Stockland LLC projects, Halcyon Jardin and Halcyon Evergreen (in Clyde and Clyde North in Victoria), from Stockland controlled trusts/entities to newly established special purpose trusts (the Acquisition): The Jardin and Evergreen land will be transferred to SMLLP Asset Pty Ltd as trustee for the SMLLP Jardin Trust (Jardin Land Buyer) and SMLLP Asset Pty Ltd as trustee for the SMLLP Evergreen Trust (Evergreen Land Buyer) respectively. The Jardin and Evergreen development rights will be granted and development 'work in progress' will be transferred to SMLLP Sub Pty Ltd as trustee of the SMLLP Development Sub Trust (Development Buyer). At the time of the Acquisition, the Jardin Land Buyer, Evergreen Land Buyer and Development Buyer will be (indirectly) controlled by Stockland. As newly established trusts, the Jardin and Evergreen Land Buyers and Development Buyer have no existing activities. Stockland will, post transfers, continue to develop the Jardin and Evergreen projects.