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You Must Read the Following Disclaimer Before Continuing IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ANY PERSON OR ADDRESS IN THE UNITED STATES IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Offering Circular. You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OR SOLICITATION OF AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR TO ANY U.S. PERSON OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES WILL BE OFFERED OR SOLD ONLY OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT ACTING FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)), IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S. FURTHERMORE, LENDLEASE (US) CAPITAL, INC. HAS NOT BEEN REGISTERED AS AN “INVESTMENT COMPANY” UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), IN RELIANCE ON THE EXCEPTION FROM REGISTRATION SET FORTH IN SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT. YOU ARE NOT AUTHORISED AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED AND PROHIBITED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE OFFERING CIRCULAR. Confirmation of Your Representation: You have accessed the attached document on the basis that you have confirmed to Lendlease Finance Limited ("LLF"), Lend Lease Europe Finance PLC ("LLEF") and Lendlease (US) Capital, Inc. ("LLUSC") (each an "Issuer" and together, the "Issuers"), Lendlease Corporation Limited ("LLC") and Lendlease Responsible Entity Limited ("Lendlease RE") (each "Principal Guarantor", and together the Principal Guarantors), Lendlease Finance Limited, Lend Lease Europe Finance PLC and Lendlease (US) Capital, Inc. (each a "Subsidiary Guarantor" and together, the "Subsidiary Guarantors") and Barclays Bank PLC and The Hongkong and Shanghai Banking Corporation Limited (the "Arrangers") that: (1) you are not a U.S. Person (as defined in Regulation S) (“U.S. Person”) nor are you acting on behalf of a U.S. Person, the electronic mail address that you gave us and to which this electronic mail has been delivered, is not located in the United States, and, to the extent you purchase the securities described in the attached Offering Circular, you will be doing so as a non-U.S. Person, or on behalf of persons that are not U.S. Persons, pursuant to Regulation S under the Securities Act; and (2) you consent to delivery of the attached Offering Circular and any amendments or supplements thereto by electronic transmission. This Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuers, the Principal Guarantors, the Subsidiary Guarantors, the Arrangers, nor any of their respective affiliates accept any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. You are reminded that you have accessed the attached Offering Circular on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this Offering Circular, electronically or otherwise, to any other person. Actions that You May Not Take: If you receive this Offering Circular by e-mail, you should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected. The material relating to the offering does not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Dealers or any affiliate of the Dealers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Dealers or such affiliate on behalf of the Issuers in such jurisdiction. You are responsible for protecting against viruses and other destructive items. If you receive this Offering Circular by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING CIRCULAR LENDLEASE FINANCE LIMITED (ABN 49 008 618 380) and LEND LEASE EUROPE FINANCE PLC (Company number: 3954113) and LENDLEASE (US) CAPITAL, INC. (Company number: 3972925) and guaranteed by LENDLEASE CORPORATION LIMITED (ABN 32 000 226 228) and LENDLEASE RESPONSIBLE ENTITY LIMITED (ABN 72 122 883 185) in its capacity as responsible entity of the LENDLEASE TRUST (ABN 39 944 184 773) US$2,000,000,000 Euro Medium Term Note Programme Under this US$2,000,000,000 Euro Medium Term Note Programme (the "Programme"), established by Lendlease Finance Limited ("LLF"), Lend Lease Europe Finance PLC ("LLEF") and Lendlease (US) Capital, Inc. ("LLUSC") (each an "Issuer" and together, the "Issuers") and guaranteed by Lendlease Corporation Limited ("LLC") and Lendlease Responsible Entity Limited ("Lendlease RE") in its capacity as responsible entity of the Lendlease Trust (each a "Principal Guarantor", and together the Principal Guarantors) and Lendlease Finance Limited, Lend Lease Europe Finance PLC and Lendlease (US) Capital Inc. (the "Subsidiary Guarantors", and together with the Principal Guarantors, the "Guarantors", and each a "Guarantor"), subject to compliance with all relevant laws, regulations, regulatory consents and directives, any of the Issuers may, from time to time, issue notes in bearer form ("Bearer Notes") or registered form ("Registered Notes") (collectively, the "Notes"). The Notes, subject to applicable laws, may be denominated in any currency agreed between the relevant Issuer, the relevant Guarantors and the relevant Dealer(s) (as defined below) and will be constituted by a trust deed dated 3 May 2016 between the Issuers, the Principal Guarantors, the Subsidiary Guarantors and The Bank of New York Mellon, London Branch (the "Trustee") (the "Trust Deed"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed US$2,000,000,000 (or its equivalent in other currencies calculated as described in the Dealer Agreement described in “Subscription and Sale” below (the “Dealer Agreement”)), subject to increase as described herein. The Notes may be issued on a continuing basis by any of the Issuers to one or more of the dealers appointed under the Programme from time to time (a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an on-going basis. References in this Offering Circular to the "relevant Dealer(s)" shall in respect of any issue of Notes be to the Dealer or, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, to all Dealers, agreeing to subscribe to such Notes. Notes may also be issued to persons other than Dealers. See "Risk Factors" for a discussion of certain factors to be considered in connection with an investment in the Notes. Application will be made to receive the approval-in-principle from Singapore Exchange Securities Trading Limited (the "SGX-ST") for permission to deal in, and for quotation of, any Notes which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST (the "Official List"). Unlisted series of Notes may also be issued pursuant to the Programme and Notes may also be listed on stock exchanges other than SGX-ST. The relevant Pricing Supplement (as defined below) in respect of any Series (as defined in "Terms and Conditions of the Notes") of Notes will specify whether or not such Notes will be listed on the SGX-ST or on any other stock exchange. There is no assurance that the application to the Official List for the listing of the Notes of any Series will be approved. Admission to the Official List and listing of any Notes on the SGX-ST is not to be taken as an indication of the merits of the Issuers, the Principal Guarantors, the Subsidiary Guarantors, the Programme or such Notes.
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