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12 October 2012

COMMUNICATION TO SECURITYHOLDERS

In accordance with Listing Rule 3.17, attached are the following documents that have today been dispatched to Mirvac Group Securityholders:

Chairman’s Letter; Notice convening the 2012 Annual General and General Meetings of Mirvac Group; 2012 Annual Review; Proxy Form; and Question Form.

The above documents are provided as an attachment to this announcement and are posted to Mirvac's website at http://www.mirvac.com/2012-agm.

For more information, please contact:

Investor Enquiries: Jessica O’Brien Group General Manager, Investor Relations +61 2 9080 8458

Media Enquiries: Kate Lander Group Communications Manager +61 2 9080 8243

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Level 26, 60 Margaret Street T +61 2 9080 8000 Sydney NSW 2000 www.mirvac.com Australia

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12 OctOber 2012

Dear Securityholder, Mirvac Limited (“ ML ”) Mirvac Property Trust (“ MPt ”) (together “ Mirvac ”)

On behalf of the Boards of ML and Mirvac Funds Limited (as the responsible entity of MPT) I am pleased to invite you to attend the 2012 Annual General and General Meetings of Mirvac (“ Meetings ”). Concurrent Meetings are being held as ML and MPT have identical Securityholders as a result of the stapling of the shares in ML with the units in MPT.

In this mail out for the Meetings you will receive:

The Notice of Annual General and General Meetings and Explanatory Notes;
A Proxy Form for the Meetings;
A Securityholder Question Form; and
A reply paid envelope for lodging your Proxy Form, Question Form (if required), or pre-registering your attendance (if you are attending the Meetings).

QuestiOns

Mirvac is committed to providing all Securityholders with an equal opportunity to ask questions in advance of the Meetings. In order to achieve this, Mirvac encourages all Securityholders to take advantage of the opportunity to submit questions in one of the following ways:

Online at www.linkmarketservices.com.au; or
Using the enclosed Question Form.

All questions (including questions to Mirvac’s Auditors) should be received by no later than Thursday 8 November 2012.

AnnuAL GenerAL And GenerAL MeetinGs

The Meetings of Mirvac will be held at 10.00am (Sydney time) on Thursday 15 November 2012 in the Wentworth Ballroom, the Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney. After the Meetings you are welcome to join the Board for refreshments.

Mirvac Limited Mirvac Funds Limited ABN 92 003 280 699 ABN 70 002 561 640 AFSL 233121 as responsible entity of the Mirvac Property Trust ARSN 086 780 645

Mirvac’s Privacy Policy is on our website or contact our Privacy Officer on T +61 2 9080 8000

business Of the MeetinGs

The business of these Meetings, including details of the resolutions to be put to the Meetings, and the matters on which Securityholders are being consulted are set out in the accompanying Notice of Annual General and General Meetings and Explanatory Notes.

AttendAnce

I encourage you to attend the Meetings. If you are attending the Meetings please bring your Proxy Form with you on the day to assist us in registering your attendance. The registration desks will be open from 9.00am (Sydney time).

If you are not able to attend the Meetings, you may wish to appoint a proxy to attend and vote at the Meetings on your behalf. Please refer to the Notice of Annual General and General Meetings for the requirements in relation to appointing a proxy.

The Meetings will also be web-cast. Please refer to the details posted to the homepage at www.mirvac.com for access details to the web-cast.

If you require additional information please contact Mirvac’s Investor Information line on 1800 356 444 (within Australia) or +61 2 8280 7107 (outside Australia) between 8.30am and 5.30pm (Sydney time) on business days.

I look forward to your attendance at the Meetings. Susan Lloyd-Hurwitz (Managing Director)[ 1] and I will be addressing the Meetings on Mirvac’s financial performance in 2012, business operations and outlook.

Yours faithfully

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J.A.c MacKenzie Chairman

1) Susan Lloyd-Hurwitz will commence as Managing Director on Monday 5 November 2012.

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Mirvac Group Notice of aNNual GeNeral aNd GeNeral MeetiNGs 2012

MIRVAC LIMITED (ABN 92 003 280 699)

MIRVAC PROPERTY TRUST (ARSN 086 780 645)

Notice is given that the Annual General Meeting of Members of Mirvac Limited ABN (92 003 280 699) (“ML”) and a General Meeting of Members of Mirvac Property Trust (ARSN 086 780 645) (“MPT”) (“Meetings”) will be held concurrently on:

Date

Thursday, 15 November 2012

Venue

Wentworth Ballroom Sofitel Sydney Wentworth 61-101 Phillip Street Sydney, New South Wales, 2000

MIRVAC PROVIDES AN OPPORTUNITY FOR ALL SECURITYHOLDERS TO ASK QUESTIONS IN ADVANCE OF THE MEETINGS

Mirvac is committed to providing all MPT unitholders (“MPT Unitholders”) and ML shareholders (“ML Shareholders”) (together, “Securityholders”) with an opportunity to ask questions in advance of the Meetings. In order to achieve this, Mirvac encourages all Securityholders to take advantage of the opportunity to submit questions in one of the following ways: — online at www.linkmarketservices.com.au; or — using the enclosed Securityholder Question Form.

All questions (including questions to Mirvac’s Auditors) should be received by no later than Thursday, 8 November 2012.

Time

10.00am (Sydney time)

This Notice is issued by ML and Mirvac Funds Limited (ABN 70 002 561 640; AFSL No. 233121) as the responsible entity of MPT (“Mirvac RE”).

Clauses 9.27 and 14.15 of the respective constitutions of ML and MPT (“ML Constitution” and “MPT Constitution”, respectively) provide that meetings of members of both ML and MPT may be held in conjunction with each other while stapling of the shares in ML to the units in MPT applies. Accordingly, where applicable, the meeting will be a meeting of both ML and MPT (“Mirvac” or “Group”).

2012 Annual Report

A copy of ML’s 2012 Annual Report (including ML’s Financial Report, Directors’ Report and Auditor’s Report) and a copy of MPT’s Financial Report, Directors’ Report and Auditor’s Report (all for the year ended 30 June 2012) are both accessible from the investor relations section on Mirvac’s website at http://www.mirvac.com/2012-agm.

Notice of aNNual geNeral aNd geNeral meetiNgs

AGENDA

Items of Business

ML ITEMS OF BUSINESS

1. Consideration of reports

To receive and consider the:

a) Financial Report;
b) Directors’ Report; and
c) Auditor’s Report,

for ML for the year ended 30 June 2012.

2. Re-election and election of directors

2.1 To consider, and if thought fit, to pass the following as an ordinary resolution of ML:
“ That James MacKenzie, who retires by rotation in accordance with article 10.3 of Mirvac Limited’s Constitution, and being eligible, is re-elected as a Director of Mirvac Limited.”
2.2 To consider, and if thought fit, to pass the following as an ordinary resolution of ML:
“ That John Peters, a Director appointed since the last Annual General Meeting who ceases to hold office in accordance with article 10.8 of Mirvac Limited’s Constitution, and being eligible, is elected as a Director of Mirvac Limited.”
2.3 To consider, and if thought fit, to pass the following as an ordinary resolution of ML:
“ That Marina Santini Darling, a Director appointed since the last Annual General Meeting who ceases to hold office in accordance with article 10.8 of Mirvac Limited’s Constitution, and being eligible, is elected as a Director of Mirvac Limited.”
2.4 To consider, and if thought fit, to pass the following as an ordinary resolution of ML:
“ That Gregory Dyer, a Director appointed since the last Annual General Meeting who ceases to hold office in accordance with article 10.8 of Mirvac Limited’s Constitution, and being eligible, is elected as a Director of Mirvac Limited.”

3. Remuneration report

To consider, and if thought fit, to pass the following as an ordinary resolution of ML:

“That the Remuneration Report (which forms part of the Directors’ Report) of Mirvac Limited for the year ended 30 June 2012 is adopted.”

The vote on this resolution is advisory only and does not bind the Directors of ML or Mirvac.

Voting exclusion statement

ML will disregard any votes cast (in any capacity) on the resolution set out in item 3 above by or on behalf of either any of the key management personnel of ML (“KMP”) details of whose remuneration are included in the remuneration report for the year ended 30 June 2012 or a closely related party of such a KMP. However, ML will not disregard a vote cast by:

a) the chairman of the Meetings (“Chairman”) if:
i) it is cast as a proxy;
ii) the proxy appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP; and
iii) it is not cast on behalf of a KMP or a closely related party of a KMP; or
b) a KMP or a closely related party of a KMP (including the Chairman) if:
i) it is cast as a proxy;
ii) the proxy is appointed by writing that specifies how the proxy is to vote on the resolution set out in item 3; and
iii) it is not cast on behalf of a KMP or a closely related party of a KMP.

KMP of the ML consolidated entity are those people with authority and responsibility for planning, directing and controlling the activities of ML or its controlled entities, directly or indirectly. For ML, the KMP are defined to be members of the Executive Leadership Team (“ELT”) and Non-Executive Directors. Their closely related parties are defined in the Corporations Act 2001 (Cth) (“Corporations Act”), and include certain of their family members, dependants and companies they control.

4. Amendment to the ML Constitution — Capital Reallocation

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

“That, subject to the resolution in item 5 in the Notice of this Meeting being passed and Mirvac Funds Limited in its capacity as responsible entity of the Mirvac Property Trust and Mirvac Limited making an announcement to ASX Limited that the proposed capital reallocation between Mirvac Property Trust and Mirvac Limited will proceed:

a) with effect on and from the date that Members execute (through their agent, Mirvac Funds Limited in its capacity as responsible entity of the Mirvac Property Trust) a consent in writing in accordance with the constitution of Mirvac Property Trust (as amended as provided in the resolution in item 5 in the Notice of this Meeting), Mirvac Limited’s Constitution is modified in the manner set out in Part 1 of Annexure A to the Notice of this Meeting; and
b) Members consent to any variation of the rights attaching to their shares in Mirvac Limited constituted by:
i) the modification of Mirvac Limited’s Constitution as provided in paragraph (a) of this resolution; and
ii) the increase in each Member’s obligation to contribute to the share capital of Mirvac Limited in accordance with Mirvac Limited’s Constitution as so modified in paragraph (a) of this resolution.”

02 mirvac group Notice of ANNuAl GeNerAl ANd GeNerAl MeetiNGs 2012

MPT ITEMS OF BUSINESS

5. Amendment to the MPT Constitution – Capital Reallocation

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

“That, subject to the resolution in item 4 in the Notice of this Meeting being passed and Mirvac Funds Limited in its capacity as responsible entity of the Mirvac Property Trust and Mirvac Limited making an announcement to ASX Limited that the proposed capital reallocation between Mirvac Property Trust and Mirvac Limited will proceed, the constitution of Mirvac Property Trust is modified in accordance with the provisions of the “Supplemental Deed – Mirvac Property Trust” tabled at the meeting and signed by the Chairman for the purposes of identification, and that Mirvac Funds Limited is authorised to execute the Supplemental Deed and lodge it with the Australian Securities and Investments Commission.”

The vote of any person excluded from voting on this item 5 by section 253E of the Corporations Act will be disregarded.

MIRVAC ITEMS OF BUSINESS

6. Participation by the Finance Director and the Managing Director in the Long Term Performance Plan

6.1 To consider, and if thought fit, to pass the following as a separate ordinary resolution of each of ML and MPT:
“That approval is given for all purposes, including for the purposes of ASX Listing Rule 10.14, to the acquisition by Gregory Dyer (Finance Director of the Group) of:

Voting exclusion statement

Mirvac will disregard any votes cast on the resolutions set out in items 6.1 and 6.2 above by any Director of ML or Mirvac RE (except one who is ineligible to participate in any employee incentive scheme in relation to the Group) and any associate of any such persons. However, Mirvac need not disregard a vote if:

a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
b) it is cast by the Chairman 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.

In addition, no KMP of Mirvac or a closely related party of such a KMP may vote as a proxy on the resolution set out in item 6.1 or 6.2 above unless:

i) the proxy appointment specifies how the person is to vote on the resolution; or
ii) the member is the Chairman and votes as a proxy and the proxy appointment expressly authorises the Chairman to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a KMP of the Group.

By order of the Boards of ML and Mirvac RE.

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Margaret Mezrani Company Secretary

Date: 12 October 2012

a) performance rights under the Mirvac Long Term Performance Plan; and
b) stapled securities on the vesting of some or all of those performance rights,

on the terms of that plan and as otherwise set out in the Explanatory Notes that accompanied the Notice convening the meetings.”

6.2 To consider, and if thought fit, to pass the following as a separate ordinary resolution of each of ML and MPT:

“That approval is given for all purposes, including for the purposes of ASX Listing Rule 10.14, to the acquisition by Susan Lloyd-Hurwitz (Managing Director[ 1] of the Group) of:

a) performance rights under the Mirvac Long Term Performance Plan; and
b) stapled securities on the vesting of some or all of those performance rights,

on the terms of that plan and as otherwise set out in the Explanatory Notes that accompanied the Notice convening the meetings.”

1) The resolution, if approved, is effective as at the date of the meetings. Susan Lloyd-Hurwitz will commence as Managing Director of the Group on Monday 5 November 2012.

mirvac group Notice of ANNuAl GeNerAl ANd GeNerAl MeetiNGS 2012

Notice of aNNual geNeral aNd geNeral meetiNgs

aNNeXure a to tHe Notice of aNNual GeNeral aNd GeNeral MeetiNGs

PART 1 — PROPOSED AMENDMENTS TO THE ML CONSTITUTION

It is proposed that the ML Constitution be amended in the manner set out below.

1) Insert a new article 4A ‘Capital Reallocation’ as follows:

“4A Capital Reallocation

4A.1 Increase in liability to contribute to share capital

If on or before the Record Date, the MPT Manager determines in accordance with the MPT Constitution to pay a Capital Reallocation Amount to MPT Unitholders then, by force of this article 4A:

a) the liability of each Eligible Member to contribute to the share capital of the Company is increased with effect on and from the Implementation Date by the Contribution Amount; and
b) each Eligible Member is liable to pay to the Company on the Implementation Date the Contribution Amount,

in respect of each share in the Company held by the Eligible Member on the Record Date and is taken to have been made subject to a call for the Contribution Amount made and payable on the Implementation Date.

4A.2 Payment of increased liability

If the MPT Manager determines in accordance with the MPT Constitution to pay a Capital Reallocation Amount to the Company on behalf of Eligible Members which is equal to or greater than the product derived by multiplying the number of Stapled Shares on issue as at the Record Date by the Contribution Amount, then:

a) the Company by force of this article 4A accepts the Capital Reallocation Amount as a good and final discharge of each Eligible Member’s liability under this article 4A to contribute to the share capital of, or to pay any other amount to, the Company under this article 4A; and
b) each Eligible Member has, with effect on and from the receipt by the Company of the payment, no further liability under this article 4A to contribute to the share capital of, or to pay any other amount to, the Company,

and the determination by the MPT Manager applies and this article 4A operates in accordance with its terms despite any prior direction given by the Eligible Member in respect of payments out of MPT.”.

2) Insert the following new definitions in alphabetical order in article 23.1:
“ Capital Reallocation Amount has the meaning given in the MPT Constitution.

Contribution Amount , in relation to an Eligible Member, means the amount of up to 14.6 cents for each share held by the Eligible Member.

Eligible Member means each Member registered as a holder of shares in the Company on the Record Date. Implementation Date means the fifth business day after the Record Date or if an earlier date on or after the Record Date is determined by the Directors for the purposes of this definition, that earlier date.

Record Date means 7.00pm (Sydney time) on the date that article 4A of this Constitution takes effect.”.

PART 2 — PROPOSED AMENDMENTS TO THE MPT CONSTITUTION

It is proposed that the MPT Constitution be amended in the manner set out below:

1) Insert immediately after clause 8.37 new clauses
8.37A and 8.37B as follows:

“8.37A In determining an amount to be paid under clause 8.33 at any time before 30 June 2013, the Manager may designate the amount as a Capital Reallocation Amount, in which event clause 8.37B applies in relation to the payment of the amount.

8.37B Each Member entitled to be paid a proportion of a Capital Reallocation Amount irrevocably agrees and directs that:

a) the Manager must pay the proportion to the Stapled Company on behalf of the Member in discharge of a liability of the Member (in its capacity as a holder of Stapled Shares) imposed or to be imposed on the Member in accordance with the constitution of the Stapled Company, to contribute an amount equal to the proportion to the share capital of the Stapled Company; and
b) the only means by which the Member’s entitlement to the proportion of the Capital Reallocation Amount may be paid by the Manager is as expressly provided in paragraph (a) and payment of that proportion in accordance with that paragraph is a good and final discharge of any obligation or other liability of the Manager to pay or otherwise account for the Capital Reallocation Amount or any proportion of the Capital Reallocation Amount,
and this agreement of and direction by the Member applies despite any prior direction given by the Member in respect of payments out of the Trust.”.
2) Insert immediately after clause 10.10 new clause 10.11 as follows:

“Capital Reallocation

10.11 Each Eligible Member irrevocably appoints and directs the Manager to:
a) consent in writing (which consent may be a single document or two or more documents executed by the Manager on behalf of all Eligible Members) to any variation of the rights attaching to any shares in the Stapled Company Stapled to Units held by the Eligible Member constituted by:
i) any modification of the constitution of the Stapled Company that increases or provides for an increase in the liability of the Eligible Member in its capacity as a holder of Stapled Shares to contribute to the share capital of the Stapled Company; and
ii) that increase in that liability;
b) agree in writing (which agreement may be a single document or two or more documents executed by the Manager on behalf of all Eligible Members) to the increase in the Eligible Member’s liability to contribute to the share capital of the Stapled Company in accordance with the constitution of the Stapled Company;
c) apply on behalf of the Eligible Member the amount of the Eligible Member’s entitlement to be paid a proportion of a Capital Reallocation Amount to discharge in full the increase in the Eligible Member’s liability in its capacity as a holder of Stapled Shares to contribute to the share capital of the Stapled Company; and

04 mirvac group Notice of ANNuAl GeNerAl ANd GeNerAl MeetiNGs 2012

d) do all things the Manager considers necessary or expedient (including dealing with fractional entitlements and resolving any difficulty) to give effect to the payment of the Capital Reallocation Amount in accordance with this constitution.”.
3) Insert in clause 31.1 the following new definitions in alphabetical order:

“ Capital Reallocation Amount: any amount that the Manager determines to be paid under clause 8.33 and designates as a Capital Reallocation Amount as provided in clause 8.37A.

Eligible Member: each Member registered as such on the Record Date.

Record Date: has the meaning given in Article 23.1 of the constitution of the Stapled Company.”.

NOTES:

a) Questions

Mirvac provides aN opportuNitY for all securitYHolders to asK QuestioNs iN advaNce of tHe MeetiNGs

Mirvac is committed to providing all Securityholders with an opportunity to ask questions in advance of the Meetings. In order to achieve this, Mirvac encourages all Securityholders to take advantage of the opportunity to submit questions in one of the following ways:

online at www.linkmarketservices.com.au; or
using the enclosed Securityholder Question Form.

All questions (including questions to Mirvac’s Auditors) should be received by no later than Thursday, 8 November 2012 .

Questions will be collated and, during the Meetings, the Chairman will seek to address as many of the more frequently raised, relevant topics as possible. However, there may not be sufficient time available at the Meetings to address all topics raised. Please note that individual responses will not be sent to Securityholders.

securitYHolders MaY suBMit QuestioNs iN advaNce of tHe MeetiNGs usiNG oNe of tHe MetHods BeloW:

Online at

www.linkmarketservices.com.au

By Reply Paid Envelope

Please use the enclosed Securityholder Question Form and Reply Paid envelope.

By Post or Hand Delivery Post:

Mirvac Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235

Hand Delivery:

Mirvac Group C/- Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000

By Facsimile:

+61 2 9287 0309

Questions to Mirvac’s Auditor

If you wish to submit a written question to Mirvac’s auditor, PricewaterhouseCoopers (the “Auditor”), in relation to its conduct of the external audit of Mirvac’s Financial Report for the year ended 30 June 2012, or the content of the Auditor’s Report for that year, please send your question using one of the methods above.

The Auditor may answer relevant submitted questions at the Meetings or may table a written answer to those questions at the Meetings. Any written answers tabled will be made available as soon as practicable after the Meetings by posting them on Mirvac’s website.

b) Voting

Who can vote?

Individual Securityholders may vote at the Meetings in person or by proxy.

A corporate Securityholder may vote by proxy or through an individual who has been appointed as the corporate Securityholder’s representative.

In accordance with the Corporations Regulations 2001 (Cth), the Directors of Mirvac have determined that the stapled securities on issue as at 7.00pm (Sydney time) on Wednesday, 14 November 2012 will be taken, for the purposes of the Meetings, to be held by the persons who held them at that time. This means that any Securityholder registered at 7.00pm (Sydney time) on Wednesday, 14 November 2012 is entitled to attend and vote at the Meetings.

How is the vote carried out?

Voting on all the resolutions will be conducted by way of a poll.

How many votes does each Securityholder have?

Voting on the resolutions will be decided on a poll. On a poll each Securityholder has:

i) in the case of a resolution of ML, one vote for each share in ML held; and
ii) in the case of a resolution of MPT, one vote for each whole $1.00 of unit value in MPT held.

A Securityholder does not have to exercise all of their votes in the same way and not all votes need to be cast.

A proxy may decide whether or not to vote on any item of business or other motion at the Meetings, except where the proxy is required by law or the constitutions of ML or MPT to vote or abstain from voting in their capacity as proxy. If the proxy’s appointment directs the proxy how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If the proxy’s appointment does not direct the proxy how to vote on an item of business or any other motion at the Meetings, the proxy may vote as he or she thinks fit on that item or motion.

If an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at the Meetings and the appointed proxy does not attend the Meetings or does not vote on a poll on the resolution, then the Chairman will be taken to have been appointed as the proxy of the relevant Securityholder in respect of the Meetings or the poll on that resolution, as applicable.

If a Securityholder appoints two proxies, neither is entitled to vote (as proxy for that Securityholder) on a show of hands at the meeting — they can vote only if a poll is taken on an item of business.

mirvac group Notice of ANNuAl GeNerAl ANd GeNerAl MeetiNGS 2012 05

Notice of aNNual geNeral aNd geNeral meetiNgs

If the same person (such as the Chairman) is appointed as proxy for two or more Securityholders and those Securityholders have specified different ways for the proxy to vote on an item of business, then the proxy is not entitled to vote (as proxy) on a show of hands on that item.

Voting intentions of the Chair

If a Securityholder appoints the Chairman as the Securityholder’s proxy and does not specify how the Chairman is to vote on an item of business, the Chairman intends to vote in favour of that item on a poll (subject to the other provisions of this Notice of Annual General and General Meetings, including the voting exclusions noted above).

Ordinary and special resolutions

Each ordinary resolution is passed if more than 50 per cent of the votes cast by or on behalf of Securityholders entitled to vote on the resolution are in favour.

A special resolution is passed if at least 75 per cent of the votes cast by or on behalf of Securityholders entitled to vote on the resolution are in favour.

c) Proxies

Appointing a proxy

A Securityholder has the right to appoint a proxy to attend and vote for the Securityholder at the Meetings. The proxy need not be a member of ML or MPT.

The appointment may be advised online or using the enclosed proxy form and returned by mail, or by facsimile or otherwise delivered to one of the addresses listed below.

Online

Securityholders may lodge their proxy appointment online by visiting http://www.linkmarketservices.com.au and following the prompts and instructions given there.

By Reply Paid Envelope

Please use the reply paid envelope enclosed.

By Post or Hand Delivery

Post:

Mirvac Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235

Hand Delivery:

Mirvac Group C/-Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000

By Facsimile:

+61 2 9287 0309

Additional proxy forms will be provided on request.

A Securityholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the appointment does not specify the proportion or number of the Securityholder’s voting rights, each proxy may exercise half of the Securityholder’s votes. Fractions will be disregarded.

Returning your proxy instructions

Please ensure any proxy instructions are received no later than 10.00am (Sydney time) on Tuesday, 13 November 2012 at one of the locations detailed above and on the proxy form. Any proxy forms received after this deadline will be ineffective for the scheduled Meetings.

Corporate representatives

A corporate Securityholder may elect to appoint a representative to vote rather than a proxy, in accordance with the Corporations Act. Where a corporate Securityholder appoints a representative, ML or MPT (as relevant) requires written proof of the representative’s appointment to be lodged with or presented to Mirvac before the Meetings commence.

Nomination of each instalment receipt holder as an attorney

If you are an instalment receipt holder, you hold an instalment receipt, which means you have a beneficial right to own a stapled security in Mirvac but you are not the registered holder of that stapled security. The Security Trustee, Westpac Custodian Nominees Limited, is the registered holder of all the stapled securities underlying the instalment receipts. In accordance with the Security Trust Deed, the Security Trustee has appointed each eligible instalment receipt holder (or their nominee) as its attorney to exercise the proportionate number of votes that attaches to the stapled securities in Mirvac reflecting their holding of instalment receipts. The proxy form allows you to appoint a sub-attorney if you wish someone to attend and vote on your behalf.

Appointment of proxy under power of attorney

If a proxy is signed under a power of attorney on behalf of a Securityholder, then either the original power of attorney, or a certified copy of it, must be lodged with the proxy form (before the deadline for appointment of proxies), unless the power of attorney has already been sighted by the Security Registry.

d) Explanatory notes

Securityholders are referred to the Explanatory Notes accompanying this Notice of Meetings. The Explanatory Notes are intended to be read in conjunction with, and to form part of, the Notice of Meetings.

e) Definitions

In this Notice of Meetings, a stapled security means one fully paid ordinary unit in MPT stapled to one fully paid ordinary share in ML.

In items 6.1 and 6.2, the relevant definition of “associate” is that in sections 11 and 13-17 of the Corporations Act. Section 13 is to be applied as if it was not confined to associate references in Chapter 7 of the Corporations Act.

f) Additional information

If you require additional information, please contact Mirvac’s Investor Information line on:

1800 356 444 (within Australia) or +61 2 8280 7107 (outside Australia) between 8.30am and 5.30pm (Sydney time) on business days.

EXPLANATORY NOTES

Agenda Item 1 — Consideration of Reports

In accordance with the Corporations Act, the following reports in respect of the financial year of Mirvac ended on 30 June 2012 will be presented to the Annual General Meeting of ML:

ML’s Annual Financial Report (which includes the financial statements and directors’ declaration);
ML’s Directors’ Report; and
ML’s Auditor’s Report,
(“the Reports”).

The Reports form part of Mirvac’s 2012 Annual Report, which has been sent to those Securityholders who have elected to receive the Annual Report in hard copy form. The 2012 Annual Report is also available at http://www.mirvac.com/2012-agm.

06 mirvac group Notice of ANNuAl GeNerAl ANd GeNerAl MeetiNGs 2012

Following consideration of the Reports, the Chairman will give Securityholders as a whole at the Meetings a reasonable opportunity to ask questions and make comments on the Reports and on the business, operations and management of ML and MPT.

Securityholders will also be given a reasonable opportunity at the Annual General Meeting to ask a representative of the Auditor questions relevant to:

the conduct of the audit;
the preparation and content of the Auditor’s Report;
the accounting policies adopted by ML in relation to the preparation of the financial statements; and
the independence of the Auditor in relation to the conduct of the audit.

Securityholders may also submit written questions to the Auditor prior to the Meetings if the questions are relevant to the content of the Auditor’s Report or the conduct of the audit.

Mirvac provides aN opportuNitY for all securitYHolders to asK QuestioNs iN advaNce of tHe MeetiNGs

James is a Chartered Accountant and was a Partner in both the Melbourne and Hong Kong offices of an international accounting firm, now part of Deloitte. In 2003, he was awarded the Centenary Medal for services to public administration.

JOHN PETERS

B. Arch, Adv Dip BCM, ARAIA, MAIPM, GAICD

Non-Executive Director

— Member of the Audit, Risk and Compliance Committee

John Peters was appointed to the Board on 17 November 2011. John brings to the Board 35 years of experience in architectural design, project management, property development and property management.

For the last 16 years John has been the principal of a private property development company focused on substantial mixed use developments and redevelopments in South East Queensland. During this period he has also consulted to various investors and other financial stakeholders in several Queensland development projects.

Prior to this, John was with Lend Lease for 14 years, where he was Queensland Manager Lend Lease Development, and Director, Lend Lease Commercial.

MARINA SANTINI DARLING

online at www.linkmarketservices.com.au; or
using the enclosed Securityholder Question Form

All questions (including questions to Mirvac’s Auditors) should be received by no later than Thursday, 8 November 2012 .

Agenda items 2.1, 2.2, 2.3 and 2.4 — Re-election and election of Directors

James MacKenzie will retire by rotation at the conclusion of the meeting in accordance with article 10.3 of the ML Constitution and, being eligible, James MacKenzie intends to offer himself for re-election as a Director of ML.

John Peters, Marina Santini Darling and Gregory Dyer were appointed since the last Annual General Meeting and will cease to hold office at the conclusion of the meeting in accordance with article 10.8 of the ML Constitution (unless elected at the meeting). Being eligible, John Peters, Marina Santini Darling and Gregory Dyer each intends to offer themselves for election as a Director of ML.

Biographical details follow:

JAMES MACKENzIE

BBus, FCA, FAICD

Chairman of the Board

Chairman of the Nomination Committee
Member of the Audit, Risk and Compliance Committee
Member of the Human Resources Committee

James MacKenzie was appointed to the Board in January 2005 and assumed the role of Chairman of the Board in November 2005.

James has extensive experience as a company director, having held a number of directorships over the past 10 years. From 2000 to 2007, he led the transformation of the Victorian Government’s Personal Injury Schemes as Chairman of the TAC and Victorian WorkCover Authority. Prior to that, he held senior executive positions with ANZ Banking Group, Norwich Union and Standard Chartered Bank.

B.A. (Hons), LLB, FAICD

Non-Executive Director

— Member of Human Resources Committee

Marina Santini Darling was appointed to the Board on 23 January 2012.

Marina is currently the Managing Director of Caponero Group, a diversified property development and investment organisation. Alongside her executive role, she is currently a Non-Executive Director of Southern Cross Media Group Limited and until recently a Non-Executive Director of Argo Investments Limited.

Marina has previously been a Non-Executive Director of a number of listed companies and other entities including Southern Cross Broadcasting Limited, National Australia Trustees Limited, GIO Holdings Limited, Deacons (Lawyers) and Southern Hydro Limited.

GREGORY DYER

B. Ec, LLB

Finance Director

— Member of the Executive Leadership Team

Gregory Dyer was appointed to the Board as the Finance Director of the Group on 4 September 2012.

Gregory was previously the Chief Financial Officer of Mulpha Australia Limited (“Mulpha”) and allied with this role, he also served as a Non-Executive Director of FKP Property Group, where he was a member of the Audit Committee and Capital Raising Due Diligence Committee.

Prior to his role at Mulpha, Gregory was the Chief Financial Office of APN News & Media Limited, with prior experience as Finance Director at Murdoch Magazines and Group Financial Controller at Australian Consolidated Press Holdings Ltd. Gregory also spent 10 years at KPMG working across Audit, Corporate Advisory and Corporate Risk Consulting.

RECOMMENDATION

The Directors (with James MacKenzie, John Peters, Marina Santini Darling and Gregory Dyer abstaining in respect of their own re-election or election) recommend that Securityholders vote in favour of these resolutions.

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Agenda item 3 — Remuneration Report

The remuneration report (“Remuneration Report”) (which forms part of the Directors’ Report) is set out on pages 8 to 26 of the Mirvac 2012 Annual Report, which is available at http://www.mirvac.com/2012-agm.

The Remuneration Report includes information relating to:

remuneration governance;
remuneration strategy and structure;
Non-Executive Directors’ remuneration;
relationship between remuneration and Mirvac performance; and
specified details of the remuneration of the Non-Executive Directors, Executive Directors and other KMP of Mirvac for the years ended 30 June 2012 and 30 June 2011 (respectively).

Securityholders will be asked to vote at the Annual General Meeting on a resolution to adopt the Remuneration Report. The vote is advisory only and will not bind the Directors or ML. However, Directors will take into account the outcome of the vote when considering relevant remuneration matters in the future. Under the Corporations Act, if at least 25 per cent of the votes cast on the resolution at the Annual General Meeting are against adoption of the report, then:

a) if comments are made on the report at the Annual General Meeting, the Remuneration Report for the financial year ending 30 June 2013 will be required to include an explanation of the Board’s proposed action in response or, if no action is proposed, the Board’s reasons for this; and
b) if, at ML’s 2013 Annual General Meeting, at least 25 per cent of the votes cast on the resolution for adoption of the remuneration report for the relevant financial year are against its adoption, ML will be required to put to shareholders a resolution proposing that a General Meeting (“Spill Meeting”) be called to consider the election of ML directors (“spill resolution”). The Spill Meeting must be held within 90 days of the date of ML’s 2013 Annual General Meeting. For any spill resolution to be passed, more than 50 per cent of the votes cast on the resolution must be in favour of it. If a spill resolution is passed, all of the ML directors (other than any managing director) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

RECOMMENDATION

The Directors unanimously recommend that Securityholders vote in favour of this resolution.

Agenda items 4 and 5 – Capital Reallocation Proposal Background to the Capital Reallocation Proposal

Units in MPT (“MPT Units”) and shares in ML (“ML Shares”) are stapled (“stapled securities”) and are listed on the Australian Securities Exchange (“ASX”) (ASX code MGR).

There is presently a disparity between the net tangible asset (“NTA”) value of MPT and ML. The position has resulted from a number of factors, including the significant long-term investment by ML and the application of its capital in a number of large residential and commercial development projects. This disparity is exacerbated by recent capital raisings which have been applied in line with the respective NTA positions of ML and MPT at the time.

The capital of the Group overall is approximately $5.75 billion as at 30 June 2012. The approximate allocation of this capital as at 30 June 2012 is 3.4 per cent to ML and 96.6 per cent to MPT.

As such, Mirvac is proposing to reallocate capital between MPT and ML by increasing the share capital of ML through applying a distribution of up to 14.6 cents per MPT Unit by way of additional contribution to ML’s share capital (“Capital Reallocation Proposal”). The total amount of capital proposed to be reallocated from MPT to ML will be up to approximately $500 million.

Following the implementation of the Capital Reallocation Proposal, the capital of the Group overall will remain unchanged. However, the Group’s capital will be reallocated so that it comprises approximately 12.2 per cent to ML and 87.8 per cent to MPT.

The Capital Reallocation Proposal will help to ensure that both ML and MPT are appropriately capitalised to support their activities.

The Capital Reallocation Proposal in more detail

Importantly:

the Capital Reallocation Proposal will not impact on Mirvac’s current distribution payout guidance for the financial year ending 30 June 2013 of 8.5 to 8.7 cents per stapled security;
all Securityholders will be treated equally under the Capital Reallocation Proposal;
the contributions to ML will be on a pro-rata basis such that there will be no change in voting rights or control of either of ML or MPT;
the Capital Reallocation Proposal will not result in a change in the NTA per stapled security (the only change will be a reduction in the NTA allocated to the MPT Unit component and a corresponding increase in the NTA allocated to the ML Share component of the stapled security);
Securityholders will not receive a cash payment as the distribution of capital in respect of each MPT Unit can only be applied by way of additional contribution to the share capital of ML by each Securityholder, despite any prior direction given by a Securityholder in respect of distributions by MPT;
based on an analysis of the historical trading price of stapled securities and previous tax deferred distributions, the Board considers that only a small number of Securityholders could make a capital gain as a result of the MPT capital distribution component of the Capital Reallocation Proposal;
the number of MPT Units, ML Shares and therefore the number of stapled securities will remain the same before and after implementation of the Capital Reallocation Proposal; and
stapled securities will continue to be quoted on ASX on the same basis before and after implementation of the Capital Reallocation Proposal.

Securityholder approvals required

The Capital Reallocation Proposal cannot be implemented unless resolutions to amend both the ML Constitution and MPT Constitution are passed at the Meetings. These proposed amendments require the approval of ML Shareholders under the resolution in item 4 and MPT Unitholders under the resolution in item 5.

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Even if the amendments are approved at the Meetings in relation to both the ML Constitution and the MPT Constitution, the amendments to the constitutions will not take effect until:

the Group makes an announcement to ASX Limited that the proposed capital reallocation between MPT and ML will proceed;
with respect to the ML Constitution, Mirvac RE, as agent of each Securityholder, provides written consent to increase their liability to contribute to the share capital of ML; and
the relevant regulatory filings are made.

When will the Capital Reallocation Proposal be implemented?

If Mirvac proceeds with the Capital Reallocation Proposal, MPT RE wishes to retain flexibility as to the timing of the Capital Reallocation Proposal. While no fixed date has been set, the Capital Reallocation Proposal must occur prior to 30 June 2013, if it is to occur at all.

The Capital Reallocation Proposal will only be implemented (and the amendments to the ML Constitution and the MPT Constitution will only take effect) if:

the Board is satisfied at the time the Capital Reallocation Proposal is to be implemented that it is in the best interests of all Securityholders as a whole, that it is fair and reasonable to all Securityholders as a whole and does not materially prejudice the Group’s ability to pay its creditors;
the resolutions in items 4 and 5 have been passed at the Meetings; and
the Group notifies ASX Limited prior to 30 June 2013 that the Capital Reallocation Proposal is proceeding.

Notwithstanding the passing of the resolutions in items 4 and 5, Mirvac RE is not obliged to proceed with the Capital Reallocation Proposal.

How is the Capital Reallocation Proposal (if it proceeds) to be implemented?

1) Mirvac RE will be appointed as agent of each Securityholder (in their capacity as a MPT Unitholder) to provide written consent to an increase in their liability to contribute to share capital in respect of the ML Shares respectively held by them on the record date as a component of the stapled securities and to apply a distribution of capital of up to 14.6 cents per MPT Unit made at the same time by MPT to discharge the full amount of that increase in liability.
2) MPT will make the distribution of capital in respect of each MPT Unit which can only be applied to discharge in full the increased liability to contribute to the share capital by each Securityholder (in their capacity as a ML Shareholder) in respect of each ML Share they respectively hold, despite any prior direction given by a Securityholder in respect of distributions by MPT.
3) With effect from the receipt of the written consent from Mirvac RE as the agent of the Securityholder, the liability to contribute share capital of ML will increase and then be immediately discharged by the MPT capital distribution.

Key reasons to vote in favour of the Capital Reallocation Proposal

The Board believes that the key reasons to vote in favour of the Capital Reallocation Proposal are as follows:

the Capital Reallocation Proposal will result in a balance sheet of the Group that provides a more desirable debt/equity mix for sustainable long term growth;
the Capital Reallocation Proposal is expected to reduce the administrative requirements and costs associated with internal debt arrangements;
the Capital Reallocation Proposal will result in the total allocation of equity across Mirvac being more closely aligned with its strategy. This includes allocating equity to the long term investments of ML; and
if any future capital raisings are undertaken, equity will be more appropriately allocated between MPT and ML.

Potential reasons to vote against the Capital Reallocation Proposal

The Board believes that potential reasons to vote against the Capital Reallocation Proposal are as follows:

although the overall cost base of a Securityholder’s stapled securities should not be reduced by the Capital Reallocation Proposal, the cost base of a Securityholder’s MPT Units will be reduced. This may cause Securityholders to make a capital gain as a result of future tax deferred distributions by MPT at a slightly earlier time than would have occurred, but for the Capital Reallocation Proposal (see ‘Taxation impact of the Capital Reallocation Proposal’ below for further details); and
to the extent the component of the capital reallocation that comprises a capital distribution by MPT exceeds a Securityholder’s cost base in an MPT Unit, the Securityholder may make a taxable gain equal to that excess. This taxable gain should be offset by an increase in the ongoing cost base of the Securityholder’s ML shares. Based on an analysis of the historical trading price of the stapled securities and previous tax deferred distributions, the Group considers that only a small number of Securityholders could make a capital gain as a result of the capital distribution.

Taxation impact of the Capital Reallocation Proposal

Further details regarding the taxation consequences of the Capital Reallocation Proposal are set out below.

General

Set out below is a summary of the general Australian tax implications of the Capital Reallocation Proposal for Securityholders that hold their stapled securities on capital account. These comments are of a general nature only and do not constitute tax advice and should not be relied upon as such. Securityholders should obtain independent advice as to the taxation consequences to them of the Capital Reallocation Proposal.

The summary does not apply to Securityholders that have made an election for taxation of financial arrangements (“TOFA”) purposes that affects the recognition of income in respect of stapled securities or that hold interests in stapled securities subject to restrictions under an employee security scheme.

Ruling

Mirvac has received a draft class ruling for the benefit of Securityholders which provides preliminary confirmation of the statements contained in this summary. The Australian Taxation Office (“ATO”) may not issue the class ruling in a form that is binding until after completion of the Capital Reallocation Proposal. Although it is not expected to be the case, when the binding class ruling is issued by the ATO it is possible that it may express a view contrary to that set out below.

A copy of the class ruling will be made available on the Mirvac website once it is issued.

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Income

The distribution of capital by MPT should not be included in a Securityholder’s assessable income as ordinary income.

Cost base — MPT Units

Under the Capital Reallocation Proposal, a Securityholder’s cost base for each of their MPT Units will be reduced by the lesser of that cost base and the amount of the distribution of capital.

To the extent that the distribution of capital exceeds a Securityholder’s cost base for an MPT Unit, the Securityholder will make a capital gain equal to that excess. This capital gain will be disregarded if the Securityholder is a non-resident and the MPT Unit is not taxable Australian property. Where a Securityholder has held the relevant MPT Unit for at least 12 months, the capital gain would be reduced by 50 per cent (for individuals and trusts) or 33.33 per cent (for complying superannuation funds).

The Australian Government has announced that effective from 8 May 2012, non-residents will no longer be entitled to the Capital Gains Tax (“CGT”) discount for capital gains accrued after that date. A non-resident will still be entitled to the CGT discount on capital gains accrued prior to 8 May 2012 (after offsetting any capital losses), provided they choose to value the asset as at that time. Legislation has yet to be enacted to give effect to this announcement.

Generally, a Securityholder’s cost base in an MPT Unit will be a proportion of the cost of acquisition of the stapled security in which it is included, reduced by tax deferred distributions by MPT to the Securityholder in respect of that unit.

The proportion of the overall cost of a stapled security allocated to an MPT Unit should be based on the NTA weighting of each entity at the time of acquisition. Details of historical issue prices and NTA weightings can be obtained from the investor relations section on Mirvac’s website at www.mirvac.com.

Based on an analysis of the historical trading price of the stapled securities and previous tax deferred distributions, the Group considers that only a small number of Securityholders could make a capital gain as a result of the capital reduction. However, all MPT Unitholders will have their cost bases in their MPT Units reduced. This may cause Securityholders to make a capital gain as a result of future tax deferred distributions by MPT at a slightly earlier time than would have occurred, but for the Capital Reallocation Proposal.

Cost base — ML Shares

A Securityholder’s cost base for their ML Shares should be increased by the capital contribution. Because no new shares will be issued by ML, this will be an adjustment to the cost base of the existing ML Shares.

For Securityholders that do not make a capital gain, the sum of the decreases in the cost base of their MPT Units should be equal to the sum of the increases in the cost base of their ML Shares. Accordingly, the overall cost base of each stapled security should remain the same.

For Securityholders that do make a capital gain, the overall cost base of each stapled security should increase by the amount of the gross capital gain (i.e. before the application of the CGT discount, if available). That is, a future capital gain on disposal of a stapled security that would otherwise have been realised would be reduced by the amount of the capital gain resulting from the Capital Reallocation Proposal.

Acquisition date

The Capital Reallocation Proposal should not affect the date of acquisition of a Securityholder’s stapled securities for tax purposes.

What if the Capital Reallocation Proposal is not approved?

If the Capital Reallocation Proposal is not approved, there will be no change to the capital structure of MPT and ML.

In addition, if a capital raising is undertaken in the future, in accordance with industry practice, the capital raised will be allocated to MPT and ML on the basis of relative NTA. At current levels approximately 96.6 per cent of this capital would be allocated to MPT. This will be the case even where this capital is more appropriately required by ML.

The Proposed Amendment to the ML Constitution

The resolution in item 4 proposes an amendment to the ML Constitution to facilitate the Capital Reallocation Proposal.

The amendment to the ML Constitution will take effect only if:

the amendments are approved at the Meetings in relation to both the ML Constitution and the MPT Constitution;
the Group makes an announcement to ASX Limited that the proposed capital reallocation between MPT and ML will proceed; and
Mirvac RE, as agent of each Securityholder, provides written consent to increase their liability to contribute to the share capital of ML.

The amendments will provide that if MPT makes a distribution of its capital on terms where the amount distributed is to be applied on behalf of each MPT Unitholder to ML as an additional contribution to the share capital of ML, then the liability of each ML Shareholder to contribute to the share capital of ML will increase by the same amount as the capital distribution and that liability will immediately be discharged by the MPT capital distribution.

The Proposed Amendment to the MPT Constitution

The resolution in item 5 proposes the amendment of the MPT Constitution in order to facilitate the Capital Reallocation Proposal. The resolution in item 5 is required under section 601GC of the Corporations Act which permits the MPT Constitution to be amended by special resolution of MPT Unitholders.

The amendment to the MPT Constitution will take effect only when:

the amendments are approved at the Meetings in relation to both the ML Constitution and the MPT Constitution;
Mirvac makes an announcement to ASX Limited that the proposed capital reallocation between MPT and ML will proceed; and
the relevant regulatory filings are made.

The amendments will provide that Mirvac RE may make a capital distribution on the terms that it be applied by Mirvac RE as agent of each MPT Unitholder by way of additional contribution to the share capital of ML. If the Capital Reallocation Proposal is to proceed, each MPT Unitholder irrevocably appoints and directs Mirvac RE:

a) as its attorney and agent to consent in writing to any variation of rights attached to MPT Unitholder’s ML Shares which are stapled to their MPT Units that results in an increase in their liability to contribute to the share capital of ML;

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b) to agree in writing to the increase in the MPT Unitholder’s liability to contribute to the share capital of ML in respect of their ML Shares stapled to their MPT Units;
c) to apply the capital distribution to discharge in full the increase in the MPT Unitholder’s liability to contribute to the share capital of ML in respect of their ML Shares stapled to their MPT Units; and
d) do all things Mirvac RE considers necessary to give effect to the MPT Unitholders’ resolution.

RECOMMENDATION

The Directors recommend that Securityholders vote in favour of these resolutions

Agenda items 6.1 and 6.2 – Participation by the Finance Director and the Managing Director in the Long Term Performance Plan

This resolution is being put to Securityholders for the purpose of approving the participation by the Finance Director (Gregory Dyer) and the incoming Managing Director (Susan Lloyd-Hurwitz) in Mirvac’s Long Term Performance Plan (“LTP Plan”).

Gregory Dyer was appointed as the Finance Director on 4 September 2012, while Susan Lloyd-Hurwitz will commence as Managing Director on 5 November 2012 and will be the Managing Director as at the date of the Meetings.

Background

The Board believes that the offer of performance rights under the LTP Plan is an important part of the Finance Director’s and Managing Director’s overall remuneration package. The performance rights are designed to provide a long term incentive to pursue the growth and success of Mirvac. The LTP Plan is focused on individuals whose roles and contributions are identified as critical to the continued growth and success of the Group over the next three years.

Participation in the LTP Plan

Under ASX Listing Rule 10.14, no director can acquire securities under an employee incentive scheme without Securityholder approval. Accordingly, approval is sought for Gregory Dyer and Susan Lloyd-Hurwitz to participate in the LTP Plan for the current financial year (2012/13).

If approved by Securityholders, the number of performance rights granted to each of Gregory Dyer and Susan Lloyd-Hurwitz would be determined by dividing their respective potential awards under the LTP Plan, pro-rated for the portion of the current financial year during which they are employed by Mirvac (for Gregory Dyer this is $575,342 and for Susan Lloyd-Hurwitz this is $1,467,123) by the grant price determined by ML, and rounding the resulting number down to the nearest 100 performance rights. For this purpose, the grant price will be the average daily closing price on ASX of a stapled security in Mirvac for the one month period preceding the date of grant of the performance rights, reduced by an estimated value (determined by an independent external consultant) in respect of dividends and distributions that may be paid on a stapled security in Mirvac during the three year performance period (“Performance Period”). The performance rights that may be granted to Gregory Dyer and Susan Lloyd-Hurwitz will be offered for nil cost to them.

Terms of performance rights

On grant, each performance right would give the holder an entitlement to acquire one stapled security in the Group subject to satisfaction of any applicable performance conditions. Unvested performance rights carry no voting rights and no entitlements to participate in any dividends or distributions.

Participants are prohibited from dealing in (which includes selling, transferring and hedging) their unvested performance rights, unless the Boards determine otherwise or in the event of death or bankruptcy.

On vesting, a performance right will automatically convert into a Mirvac stapled security. At the Boards’ discretion, entitlements to Mirvac stapled securities on vesting of the performance rights will be satisfied by either an allotment of new securities or by purchase on market of existing securities.

Further terms under which the proposed award of performance rights to be made to Gregory Dyer and Susan Lloyd-Hurwitz are as follows.

Performance hurdles

Two performance hurdles have been imposed which must be satisfied over the three year vesting period before any entitlements to the performance rights granted vest. The following two performance hurdles each have a 50 per cent weighting:

Relative Total Securityholder Return (“TSR”); and
Absolute Return on Equity (“ROE”).

TSR performance hurdle

the TSR performance of Mirvac will be compared over the Performance Period with the TSR performance of each of the entities within the S&P/ASX 200 A-REIT Index, as constituted at the commencement of the Performance Period, plus FKP Property Group and Lend Lease Group (“Comparator Group”). The entities comprising the Comparator Group are set out below:

Number	Symbol	Entity
1	ABP	Abacus Property Group
2	ALZ	Australand Property Group
3	BWP	BWP Trust
4	CFX	CFS Retail Property Trust Group
5	CRF	Centro Retail Australia
6	CHC	Charter Hall Group
7	CQR	Charter Hall Retail REIT
8	CPA	Commonwealth Property Offce
9	DXS	Dexus Property Group
10	FKP	FKP Property Group
11	GPT	GPT Group
12	GMG	Goodman Group
13	IOF	Investa Offce Fund
14	LLC	Lend Lease Group
15	MGR	Mirvac Group
16	SGP	Stockland
17	WDC	Westfeld Group
18	WRT	Westfeld Retail Trust

The Board has the discretion to adjust the Comparator Group to take into account events including takeovers, mergers, delistings or demergers that might occur during the Performance Period.

Broadly, TSR measures the return to a Securityholder over the Performance Period in terms of changes in the market value of the securities plus the reinvested value of any dividends paid on the securities.

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At the end of the Performance Period, the growth in Mirvac’s TSR over the Performance Period will be compared with the growth in TSR over the same period of the Comparator Group and Mirvac’s relative ranking will be determined. Unless the Board determines otherwise, the security price used to calculate the TSR growth of a company for the Performance Period will be measured as follows:
1) the opening security price will be the average adjusted closing price of a security in that company on the ASX for the three month period prior to but not including the first day of the Performance Period; and
2) the closing security price will be the average adjusted closing price of a security in that company on the ASX for the three month period up to and including the last day of the Performance Period.
The percentage of the TSR performance rights which vest, if any, will be determined by the Board by reference to the percentile ranking achieved by Mirvac over the Performance Period compared to the Comparator Group as follows:

TSR growth —	TSR performance
percentile ranking	rights that vest (%)
75th percentile and above	100%
Between 50th to 75th	50% plus an additional
percentile	2% for each additional
	whole percentile above
	the 50th percentile
50th	50%
Below 50th percentile	Nil

ROE performance hurdle

ROE is used as a general indication of the company’s efficiency; in other words, how much profit it is able to generate given the resources provided by its Securityholders;
The percentage of the ROE performance rights which vest, if any, will be determined by the Board by reference to the average annual ROE achieved by Mirvac over the Performance Period as follows:

Average annual ROE	% Vesting
< 7%	0%
7%	50%
More than 7%,	50 % plus an additional
but less than 11%	12.5% for each additional
	1% ROE above 7%.
11%	100%
> 11%	100%

There is no intention to retest the performance condition over the vesting period.

Performance Period

For the performance rights to be granted to Gregory Dyer and Susan Lloyd-Hurwitz for the 2012/2013 financial year, the Performance Period will be the three year period beginning on 1 July 2012 and ending on 30 June 2015.

Treatment on cessation of employment

If Gregory Dyer or Susan Lloyd-Hurwitz ceases to be an employee of the Group before the end of the Performance Period, any unvested performance rights relating to the departing employee will be dealt with as outlined below:

Reason for cessation of	Treatment in respect of
employment	unvested performance
	rights
Resignation or termination	All unvested performance
by Mirvac (other than	rights lapse
as set out below)
Redundancy, retirement,	The Board exercises
disability/death	discretion to determine the
	amount of any unvested
	performance rights that will
	be retained subject to the
	original terms of the grant
	and LTP Plan rules and the
	balance will lapse.

Further information disclosed in accordance with ASX Listing Rule 10.15

Pursuant to approval by Securityholders at the 2011 Annual General and General Meetings, 1,403,900 performance rights were granted to Nicholas Collishaw in the year to 30 June 2012 under the LTP Plan at nil cost to him.

Further details of these performance rights are set out on pages 15 and 17 of Mirvac’s 2012 Annual Report. No other Director or associate of any Director received securities under the LTP Plan in the year to 30 June 2012.

No other Director or associate of any Director is entitled to participate in, and no loans will be provided under, the LTP Plan in the current year.

If approved by Securityholders, Mirvac intends to grant the performance rights to Gregory Dyer and Susan Lloyd-Hurwitz by 31 December 2012 but in any event and in each case by no later than 14 November 2013.

RECOMMENDATION

The Directors (with Gregory Dyer abstaining in respect of his own participation in the LTP Plan) recommend that Securityholders vote in favour of this resolution. Gregory Dyer makes no recommendation in view of his personal interest in the matter.

Susan Lloyd-Hurwitz will be appointed as Managing Director on 5 November 2012. As such, she will be the Managing Director and a member of the Board as at the date of the Meetings. Susan Lloyd-Hurwitz will make no recommendation in view of her personal interest in the matter.

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