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MIRVAC GROUP — AGM Information 2025
Oct 12, 2025
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AGM Information
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13 October 2025
2025 NOTICE OF ANNUAL GENERAL AND GENERAL MEETINGS OF MIRVAC GROUP AND ASSOCIATED DOCUMENTS
In accordance with ASX listing rule 3.17.1, the following documents are attached in relation to the Mirvac Group Annual General and General Meetings (AGM), at 11.00am (AEDT) on Thursday, 20 November 2025:
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Notice convening the AGM;
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Voting Form; and
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Letter to Securityholders.
Securityholders are encouraged to participate in the AGM in person or they may view the AGM via a live webcast, details of which are set out in the Notice.
The above documents can be viewed and downloaded from Mirvac’s AGM website at www.mirvac.com/investorcentre/agm
Should securityholders require any additional information please contact Mirvac’s Investor Information line on +61 1800 356 444 (within or outside Australia) between 8:30am and 5:30pm (Sydney time) on business days.
For more information, please contact:
Media enquiries: Investor enquiries: Kate Lander Gavin Peacock, CFA General Manager, Communications General Manager, Investor Relations +61 439 770 390 +61 477 299 729
About Mirvac
Founded in 1972, Mirvac is an Australian Securities Exchange (ASX) listed company. We own and manage assets across office, retail, industrial and the living sectors in our investment portfolio, with approximately $22 billion of assets under management. Our development activities span commercial and mixed-use and residential, with a development pipeline of approximately $29 billion and a focus on delivering high-quality, innovative and sustainable real estate for our customers, while driving long-term value for our securityholders.
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Mirvac Group
Notice of Annual General and General Meetings 2025
1
Mirvac Group Notice of Annual General and General Meetings 2025
Mirvac Group Notice of Annual General and General Meetings 2025
MIRVAC LIMITED
(ABN 92 003 280 699)
MIRVAC PROPERTY TRUST
(ARSN 086 780 645)
Notice is given of the details of the 2025 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”) (“AGM”) as follows:
DATE
Thursday, 20 November 2025
VENUE
Level 25 200 George Street SYDNEY NSW 2000
TIME
11.00am (AEDT)
This Notice is issued by ML and Mirvac Funds Limited (ABN 70 002 561 640; AFSL No. 233121) as the responsible entity of MPT (“MPT RE”). Clauses 9.28 and 14.20 of the Constitutions of ML and MPT (“ML Constitution” and “MPT Constitution”, respectively) provide that meetings of Securityholders 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 AGM will be a meeting of both ML and MPT (“Mirvac” or “Group”).
In this Notice, MPT unitholders (“MPT Unitholders”) and ML shareholders (“ML Shareholders”) are together referred to as “Securityholders”, and a stapled security means one fully paid ordinary unit in MPT stapled to one fully paid ordinary share in ML.
AGENDA
10.00am Registration opens
11.00am AGM commences
Chair’s welcome address Group CEO/MD’s presentation
Items of Business
Please join the Board's Chair, Rob Sindel, the Directors and the senior management team of Mirvac for refreshments after the AGM.
2025 ANNUAL REPORT
Mirvac’s 2025 Annual Report (including Mirvac’s Financial Report, Directors’ Report, Auditor’s Report and Corporate Governance Statement) and a copy of MPT’s Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2025 are available at vote.cm.mpms.mufg.com/MGR and on Mirvac’s website at mirvac.com/investor-centre/annual-report.
MIRVAC ENCOURAGES ALL SECURITYHOLDERS TO PARTICIPATE IN THE AGM
Securityholders are invited to attend the AGM in person at Mirvac’s Sydney head office. If you are unable to attend the AGM in person, there are a number of ways you can participate in the AGM. Securityholders can view the AGM via live video webcast, submit questions in advance of the AGM and vote directly or appoint a proxy in advance of the AGM. Please note that Securityholders will not be able to vote, ask questions or make comments during the AGM via the webcast.
If it becomes necessary or appropriate to make alternative arrangements for the holding, or conduct, of the AGM (including changing the venue or moving to online participation), Mirvac will announce this on the Mirvac AGM website and the ASX market announcements platform.
Securityholders who cannot attend the AGM in person are encouraged to appoint a proxy or submit a direct vote via vote.cm.mpms.mufg.com/ MGR. All proxy appointments and direct votes must be lodged before 11.00am on Tuesday, 18 November 2025 (AEDT).
HOW TO SUBMIT A QUESTION PRIOR TO THE AGM
Securityholders are encouraged to submit written questions online prior to the AGM that relate to Mirvac or the business of the meeting.
You may also submit written questions to Mirvac’s auditor, PriceWaterhouseCoopers, relating to its conduct of the external audit of Mirvac’s Financial Report for the year ended 30 June 2025, or the content of the Auditor’s Report for that year.
To submit a written question, please log in online at vote.cm.mpms.mufg.com/MGR.
Mirvac will attempt to address the more frequently asked questions in the presentations delivered at the AGM and may group similar questions. However, there may not be sufficient time available at the AGM to address all of the questions submitted.
Questions submitted prior to the AGM must be received by 5.00pm on Thursday, 13 November 2025 (AEDT). Please note that individual responses will not be sent to Securityholders.
WEBCAST
The AGM will be recorded and broadcast via video webcast which can be viewed live at meetings.lumiconnect.com/300-204-382-991. After the AGM, Securityholders can also watch an archived recording on the Mirvac website at mirvac.com/investor-centre/agm.
ADDITIONAL INFORMATION
Mirvac’s share registry is MUFG Corporate Markets (previously known as Link Market Services). Contact details for Securityholders remain unchanged.
For any assistance, please contact Mirvac’s Investor Information line on +61 1800 356 444 (within or outside Australia) between 8.30am and 5.30pm (Sydney time) on business days.
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Mirvac Group Notice of Annual General and General Meetings 2025
Notice of Annual General and General Meetings 2025
Items of Business
- ANNUAL REPORTS
To receive and consider the Financial Report, Directors’ Report and Auditor’s Report for ML and its consolidated entities for the year ended 30 June 2025.
2. RE-ELECTION AND ELECTION OF DIRECTORS
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2.1. To consider and, if thought fit, to pass the following as an ordinary resolution of ML:
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“That Rob Sindel, who retires by rotation in accordance with article 10.3 of Mirvac Limited’s Constitution, and being eligible, is reelected as a Director of Mirvac Limited.”
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2.2. To consider and, if thought fit, to pass the following as an ordinary resolution of ML:
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“That Peter Nash, who retires by rotation in accordance with article 10.3 of Mirvac Limited’s Constitution, and being eligible, is reelected as a Director of Mirvac Limited.”
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2.3. To consider and, if thought fit, to pass the following as an ordinary resolution of ML:
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“That Rosemary Hartnett, who retires in accordance with article 10.8 of Mirvac Limited’s Constitution, and being eligible, is elected as a Director of Mirvac Limited.”
Voting exclusion statement
Mirvac will disregard any votes cast on item 4:
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a) in favour of Item 4 by or on behalf of Campbell Hanan or any of his associates, regardless of the capacity in which the vote is cast; or
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b) as a proxy by a person who is a member of the KMP at the date of the AGM or their closely related parties,
unless the vote is cast on Item 4:
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c) as proxy or attorney for a person entitled to vote on Item 4 in accordance with a direction given to the proxy or attorney to vote on Item 4 in that way; or
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d) as proxy for a person entitled to vote on Item 4 by the Chair of the AGM, pursuant to an express authorisation to exercise the proxy as the Chair decides even though resolution 4 is connected with the remuneration of the KMP; or
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e) by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Item 4; and
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ii. the holder votes on Item 4 in accordance with directions given by the beneficiary to the holder to vote in that way.
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ADOPTION OF 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 2025 is adopted.”
The vote on this resolution is advisory only and does not bind the Directors of ML or MPT RE.
The Explanatory Notes, AGM Participation and Entitlement to Vote sections form part of this Notice and should be read in conjunction with it.
As required by ASX, Mirvac confirms that this document complies with the notice of meeting content requirements set out in the Listing Rules. ASX has provided no objection to this document under Listing Rule 15.1.4 on the basis of this confirmation.
By order of the Boards of ML and MPT RE.
Voting exclusion statement
ML will disregard any votes cast on Item 3:
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a) by or on behalf of a member of the key management personnel of ML (“KMP”) named in the remuneration report for the year ended 30 June 2025, or their closely related parties, regardless of the capacity in which the vote is cast; or
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b) as a proxy by a person who is a member of the KMP at the date of the AGM or their closely related parties,
unless the vote is cast as a proxy for a person entitled to vote on Item 3:
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Michelle Favelle Group Company Secretary 13 October 2025
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c) in accordance with a direction in the Voting Form; or
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d) by the Chair of the AGM, pursuant to an express authorisation to exercise the proxy as the Chair of the AGM decides, even though resolution 3 is connected with the remuneration of the KMP.
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PARTICIPATION BY THE GROUP CEO & MANAGING DIRECTOR IN THE LONG-TERM PERFORMANCE PLAN
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 Campbell Hanan (Group CEO & Managing Director of Mirvac) of performance rights under the Mirvac Group Long Term Performance Plan on the terms of that plan and as otherwise set out in the Explanatory Notes that accompanied and formed part of the Notice convening the AGM.”
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Mirvac Group Notice of Annual General and General Meetings 2025
AGM Participation
Voting online – prior to the AGM
Securityholders may lodge their direct vote prior to the AGM at vote.cm.mpms.mufg.com/MGR. Securityholders who lodge a direct vote do not need to appoint a proxy to act on their behalf.
If you cast a direct vote, you can still attend the AGM but your attendance will cancel your direct vote and you will need to vote again at the AGM.
Mirvac has rules to govern the form, method and timing of casting a direct vote for it to be valid. By submitting a direct vote, Securityholders agree to be bound by Mirvac’s direct voting rules which are available at mirvac.com/About/Corporate-Governance.
Direct votes must be received by 11.00am (AEDT) on Tuesday, 18 November 2025. Any direct vote received after this deadline will be ineffective for the AGM.
Voting – during the AGM
Securityholders attending the AGM in person will be able to vote by poll when instructed by the Chair of the AGM during the AGM.
Voting by proxy
Securityholders are entitled to appoint a proxy to attend the AGM and to vote on their behalf. The proxy need not be a member of ML or MPT. Proxy instructions must be received by 11.00am (AEDT) on Tuesday, 18 November 2025. Any proxy instructions received after this deadline will be ineffective for the AGM. Securityholders may lodge their proxy appointment:
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electronically, by visiting the Share Registry website, vote.cm.mpms. mufg.com/MGR and following the prompts and instructions. You will need your Securityholder Reference Number or Holder Identification Number; or
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by posting the Voting Form to MUFG Corporate Markets, Locked Bag A14, Sydney South NSW 1235. To request a hard copy Voting Form, contact Mirvac’s Investor Information line on +61 1800 356 444 (within or outside Australia) between 8.30am and 5.30pm (Sydney time) on business days.
If you appoint a proxy, you can still attend the AGM but your attendance will suspend your proxy’s authority to vote and speak at the AGM.
Appointment of proxy under power of attorney
Securityholders may appoint a proxy under a duly executed power of attorney at vote.cm.mpms.mufg.com/MGR. Proxy instructions must be accompanied by the power of attorney (or a certified copy), unless it has previously been provided to MUFG Corporate Markets and be received by 11.00am (AEDT) on Tuesday, 18 November 2025. Any proxy instructions received after this deadline will be ineffective for the scheduled AGM.
Corporate representatives
A corporate Securityholder may elect to appoint a representative to vote on its behalf rather than a proxy, in accordance with the Corporations Act 2001 (Cth). Where a corporate Securityholder appoints a representative, ML or MPT (as relevant) requires written proof of the representative’s appointment to be provided to Mirvac before the AGM commences.
Entitlement to vote
Who can vote?
In accordance with the Corporations Regulations 2001 (Cth), the Directors of Mirvac have determined that the stapled securities on issue as at 7.00pm (AEDT) on Tuesday, 18 November 2025 will be taken, for the purposes of the AGM, to be held by the persons who held them at that time. This means that any Securityholder registered at 7.00pm (AEDT) on Tuesday, 18 November 2025 is entitled to attend, speak and vote at the AGM.
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?
On a poll each Securityholder has:
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in the case of a resolution of ML, one vote for each share held in ML; and
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in the case of a resolution of MPT, one vote for each whole $1.00 of unit value held in MPT.
A Securityholder does not have to exercise all of their votes on their stapled securities in the same way and not all votes need to be cast.
Voting directions to proxies
A proxy may decide whether or not to vote on any item of business, 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, the proxy may vote as he or she thinks fit on that item, subject to any applicable voting restrictions. If an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at the AGM and the appointed proxy does not attend the AGM or does not vote on a poll on the resolution in accordance with the direction, then the Chair of the AGM will be taken to have been appointed as the proxy of the relevant Securityholder in respect of the AGM or the poll on that resolution, as applicable.
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.
Appointing the Chair of the AGM (the Chair) as your proxy
If a Securityholder directs the Chair how to vote on an item of business, the Chair must vote in accordance with the direction. For proxies without voting instructions that are exercisable by the Chair, the Chair intends to vote in favour of that item on a poll.
If a Securityholder appoints the Chair as their proxy, or the Chair becomes their proxy by default, then by completing and submitting the Voting Form they are expressly authorising the Chair to vote in favour of each item of business, even when an item of business is directly or indirectly connected to the remuneration of a member of the key management personnel of Mirvac.
Ordinary resolutions
All resolutions in this Notice are ordinary resolutions. An ordinary resolution is passed if more than 50% of the votes cast by or on behalf of Securityholders entitled to vote on the resolution are in favour of the resolution.
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Mirvac Group Notice of Annual General and General Meetings 2025
Explanatory Notes
ITEM 1 — ANNUAL REPORTS
In accordance with the Corporations Act, ML’s Financial Report, Directors’ Report and Auditor’s Report (“Reports”) for the financial year ended 30 June 2025 will be presented to the Annual General Meeting of ML.
The Reports form part of Mirvac’s 2025 Annual Report, which is available at vote.cm.mpms.mufg.com/MGR or on Mirvac’s website at mirvac.com/investor-centre/annual-report.
No resolution is required for this item, but following consideration of the Reports, the Chair of the AGM will give Securityholders as a whole at the AGM a reasonable opportunity to ask questions and make comments on the Reports and on the business, operations and management of ML and MPT.
Securityholders as a whole will also be given a reasonable opportunity at the AGM to ask a representative of the Auditor questions relevant to the:
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conduct of the audit;
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preparation and content of the Auditor’s Report;
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accounting policies adopted by ML in relation to the preparation of the financial statements; and
Previously, Rob has held roles in senior executive management and leadership in the building industry supply chain, manufacturing, sales and marketing in business-to-business environments and strategic management.
Rob is currently the Chair of Orora Limited, and is a Member of Australian Business Community Network Foundation and the Yalari NSW Advisory Committee.
Rob is the former Managing Director and Chief Executive Officer of CSR Limited, a former Member of the UNSW Australian School of Business Advisory Council and a former Director of Boral Limited and Green Building Council of Australia.
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ITEM 2.2 – PETER NASH Independent Non-Executive Director
BComm, FCA, F Fin
Chair of the Audit, Risk and Compliance Committee
Member of the Health, Safety, Environment & Sustainability Committee Member of the Nomination Committee
- independence of the Auditor in relation to the conduct of the audit.
ITEM 2 – RE-ELECTION AND ELECTION OF DIRECTORS
Items 2.1 and 2.2 seek approval for the re-election of Rob Sindel and Peter Nash who will each retire by rotation at the conclusion of the AGM in accordance with article 10.3 of the ML Constitution and, being eligible, intend to offer themselves for re-election as a Director of ML.
Item 2.3 seeks approval for the election of Rosemary Hartnett who, as a Director appointed since the last AGM ceases to hold office in accordance with article 10.8 of ML’s Constitution, and being eligible, intends to offer herself for election as a Director of ML. Prior to appointing Rosemary Hartnett, Mirvac satisfactorily undertook checks into her background and experience.
The Board has assessed the independence of each of the Directors standing for re-election and election and considers each of them to be an independent director.
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Biographical details follow:
ITEM 2.1 – ROB SINDEL Independent Chair
BEng, MBA, GAICD, FIEAust
Chair of the Nomination Committee
Member of the Health, Safety, Environment & Sustainability Committee Member of the Human Resources Committee
Peter Nash was appointed a Non-Executive Director of Mirvac in November 2018.
Peter has worked in geographically diverse and complex operating environments providing advice on a range of topics including business strategy, risk management, business processes and regulatory change. Peter has also provided financial and commercial advice to many Government businesses at both a Federal and State level.
As the Chair of the Audit, Risk and Compliance Committee, Peter brings extensive experience in audit, financial services, and governance, and plays a key role in the oversight of Mirvac’s financial and nonfinancial risks. His memberships of the Nomination Committee and the Health, Safety, Environment and Sustainability Committee support the Board’s oversight of governance, workplace health and safety, and sustainability matters.
Peter is currently the Chair of Johns Lyng Group Limited and Director of Westpac Banking Corporation and the General Sir John Monash Foundation.
Peter was previously a Director of ASX Limited, and until 2017, Peter was a Senior Partner with KPMG, having been admitted to the partnership of KPMG Australia in 1993. He served as the National Chair of KPMG Australia from 2011 until August 2017, where he was responsible for the overall governance and strategic positioning of KPMG in Australia. In this role, Peter also served as a member of KPMG’s global and regional boards. Peter’s previous positions with KPMG included Regional Head of Audit for Asia Pacific, National Managing Partner for Audit in Australia and Head of KPMG Financial Services.
Rob Sindel was appointed a Non-Executive Director of Mirvac in September 2020 and as Independent Non-Executive Chair in January 2023.
He has 30 years’ experience in the construction industry both in Australia and the United Kingdom as well as experience operating in high-risk industries.
As Chair of the Board and the Nomination Committee, Rob plays a central role in strategic and governance leadership to Mirvac. His memberships of the Health, Safety, Environment & Sustainability Committee and Human Resources Committee actively support the Board’s effectiveness, its oversight of key risks, and continuity across Board functions.
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Mirvac Group Notice of Annual General and General Meetings 2025
Explanatory Notes
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ITEM 2.3 – ROSEMARY HARTNETT Independent Non-Executive Director
BBus(Prop)
Member of the Audit, Risk and Compliance Committee Member of the Human Resources Committee
Rosemary Hartnett was appointed a Non-Executive Director of Mirvac in December 2024.
She has over 30 years’ experience in the Australian property sector and extensive senior management experience in property finance.
Rosemary’s appointment reflects the Board’s commitment to renewal and diversity of thinking, bringing a fresh perspective and complementing the existing mix of Director skills and experience. She serves on the Audit, Risk and Compliance Committee and the Human Resources Committee, actively contributing to the Board’s oversight of enterprise risk, executive remuneration and incentive structures.
Rosemary’s former executive roles include senior property finance executive and fund manager roles for trading and investment banks, including Macquarie Bank, ANZ and NAB. Rosemary was also Chief Executive Officer of Housing Choices Australia.
Rosemary is currently an independent non-executive director of Arena REIT Limited. She was previously the independent Chair of ISPT Pty Ltd and a director of International Property Funds Management Pty Ltd, Fanplayr Inc, Wallara Australia Ltd and Aconex Limited.
Recommendation
Following a review of the Board’s composition and skills matrix during FY25, the Board considers that the re-election of Rob Sindel and Peter Nash and the election of Rosemary Hartnett, enhance the Board’s ability to oversee Mirvac’s performance and governance and support its strategic direction.
Each of these Directors brings valuable expertise and experience that align with the skills and competencies identified as critical to guiding Mirvac’s operations and long-term strategic objectives. Their appointments will contribute to maintaining a Board with a diverse and complementary mix of industry knowledge, governance capability, risk management, financial acumen and strategic insight. The Board’s skills matrix is contained in Mirvac’s 2025 Corporate Governance Statement which can be found at www.mirvac.com/about/corporate-governance.
For the reasons set out above, the Directors (with Rob Sindel, Peter Nash and Rosemary Hartnett abstaining in respect of their own reelections or election, as applicable) recommend that Securityholders vote in favour of these resolutions.
The Chair of the AGM intends to vote all available proxies in favour of these items.
ITEM 3 — REMUNERATION REPORT
Mirvac’s Remuneration Report (which forms part of the Directors’ Report) is set out from page 52 of the Mirvac 2025 Annual Report, which is available on Mirvac’s website at mirvac.com/investor-centre/ annual-report.
The Remuneration Report includes information relating to:
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remuneration governance;
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remuneration strategy and structure;
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Non-Executive Directors’ remuneration;
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relationship between remuneration and Mirvac performance; and
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specified details of the remuneration of the Non-Executive Directors, Group CEO & Managing Director and other KMP of Mirvac for the year ended 30 June 2025.
Securityholders will be asked to vote at the AGM 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. Securityholders as a whole will be given a reasonable opportunity to ask questions and make comments on the Remuneration Report.
Recommendation
The Directors unanimously recommend that Securityholders vote in favour of this resolution.
The Chair of the AGM intends to vote all available proxies in favour of this item.
ITEM 4 — PARTICIPATION BY THE GROUP CEO & MANAGING DIRECTOR IN THE LONG-TERM PERFORMANCE PLAN (“LTP Plan”)
This resolution is being put to Securityholders for the purpose of approving the participation by Campbell Hanan (Group CEO & Managing Director of Mirvac) in Mirvac’s LTP Plan.
Background
The Board believes that the offer of performance rights under the LTP Plan is an important part of Campbell Hanan’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.
Campbell Hanan’s current total remuneration package comprises: a) fixed remuneration of $1,500,000 per annum;
- b) short-term incentive (STI) target of 100% of fixed remuneration; and
c) long-term incentive opportunity of 150% of fixed remuneration. Further details of Campbell Hanan’s remuneration arrangements are contained in the Remuneration Report in Mirvac’s 2025 Annual Report.
During FY25 the Board carefully considered feedback from investors and stakeholders, including about the LTP Plan. As a result, the basis for determining the number of performance rights allocated under the LTP Plan is changing this year and will be determined on a face value basis (rather than on a discounted face value basis). Further details are included below.
Participation in the LTP Plan
Under ASX Listing Rule 10.14.1, no director can acquire securities under an employee incentive scheme without Securityholder approval. Accordingly, approval is being sought for Campbell Hanan to participate in the LTP Plan for the current financial year (2025/26).
If approved by Securityholders, the number of performance rights granted to Campbell Hanan would be determined by dividing his potential award under the LTP Plan of $2,250,000 by the grant price and rounding the resulting number down to the nearest whole number of performance rights. For this purpose, the grant price will be the volume weighted average price on the ASX of a stapled security in Mirvac for the one-month period prior to the AGM date. The performance rights that may be granted to Campbell Hanan will be offered for nil cost to him as they form part of his remuneration.
Performance Period
For the performance rights to be granted to Campbell Hanan for the 2025/26 financial year, the performance period will begin on 1 July 2025 and end on 30 June 2028 (“Performance Period”).
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Mirvac Group Notice of Annual General and General Meetings 2025
Explanatory Notes
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.
Participants are prohibited from dealing in (which includes selling, transferring and hedging) their unvested performance rights, unless the Board determines otherwise or in the event of death or bankruptcy.
Any performance rights that do not vest following testing of the performance hurdles will lapse. There is no re-testing. On vesting, a performance right will automatically convert into a stapled security. At the Board’s discretion, entitlements to stapled securities on vesting of the performance rights will be satisfied by either an allotment of new stapled securities or by purchase on market of existing stapled securities.
Performance hurdles
Two performance hurdles will apply which must be satisfied over the three-year Performance Period before any entitlements to the granted performance rights vest. The two performance hurdles are:
50% weighting: Relative Total Shareholder Return (TSR); and
50% weighting: Relative Return on Equity (ROE).
Performance rights granted under the LTP Plan will generally only vest and be converted into stapled securities where any applicable performance conditions have been satisfied within the Performance Period, with the Board having overarching discretion to ensure vesting outcomes are appropriately aligned to performance.
Relative 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 (Comparator Group).
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 or distributions paid on the securities.
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 of the entities within the Comparator Group over the same period 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:
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the opening security price will be the volume weighted average 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
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the closing security price will be the volume weighted average 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:
| Comparator Group as follows: | |
|---|---|
| TSR – percentile ranking | TSR performance rights that vest (%) |
| Below 50th percentile | Nil |
| 50th percentile | 50% |
| Between 50th to 75th percentile | Pro-rated vesting between 50% and 100% |
| 75th percentile and above | 100% |
Relative ROE performance hurdle
Mirvac’s ROE will be compared over the Performance Period with the ROE of each of the entities within the Comparator Group.
ROE is an all-encompassing measure of profitability on the Group’s equity base and is directly aligned to the returns delivered for Securityholders. A relative ROE hurdle enables the Board to reward management for outperformance against the Comparator Group under a clear and verifiable framework.
ROE is calculated as: Statutory Profit divided by Total Equity. These inputs will be sourced from public company disclosures and will be prepared under a framework governed by Accounting Standards. The calculation methodology is intended to be both transparent, fair and comparable across the Comparator Group. ROIC continues to be a key performance metric for the Group, however ROE was chosen as the best ROIC-like measure that would enable relative comparison on a like-for-like basis to peers.
At the end of the Performance Period, Mirvac’s average annual ROE will be compared with the Comparator Group and its relative ranking will be determined.
The percentage of the ROE 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:
| Comparator Group as follows: | ||
|---|---|---|
| ROE – percentile ranking | ROE performance rights that vest (%) | |
| Below 50th percentile | Nil | |
| 50th percentile | 50% | |
| Between 50th to 75th percentile | Pro-rated vesting between 50% and 100% | |
| 75th percentile and above | 100% |
To strike a balance between relative outperformance and the need for absolute returns and to ensure appropriate gearing, vesting for this component will be capped at 50 per cent unless:
a) ROIC exceeds WACC over the performance period; and,
- b) gearing is within the Board approved range.
7
Mirvac Group Notice of Annual General and General Meetings 2025
Explanatory Notes
Entities comprising the Comparator Group
As of 1 July 2025, the entities comprising the Comparator Group for both performance hurdles are set out below.
| Symbol | Entity | |
|---|---|---|
| 1 | GPT | GPT Group |
| 2 | VCX | VicinityLtd |
| 3 | DXS | Dexus |
| 4 | WPR | Waypoint REIT Ltd |
| 5 | INA | Ingenia Communities Group |
| 6 | ARF | Arena REIT |
| 7 | CIP | Centuria Industrial REIT |
| 8 | RGN | Region GroupLtd |
| 9 | CLW | Charter Hall LongWale REIT |
| 10 | DGT | DigiCo Infrastructure REIT |
| 11 | NSR | National Storage REIT |
| 12 | CNI | Centuria Capital Group |
| 13 | MGR | Mirvac Group |
| 14 | HDN | HomeCo DailyNeeds REIT |
| 15 | SGP | Stockland |
| 16 | GMG | Goodman Group |
| 17 | CQR | Charter Hall Retail REIT |
| 18 | CHC | Charter Hall Group |
| 19 | BWP | BWP Trust |
| 20 | SCG | Scentre Group |
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.
Distributions
Distributions are not paid on performance rights, unless and until vesting conditions are met. Campbell Hanan will be entitled to the value of distributions declared on Mirvac securities during the Performance Period in relation to any performance rights that vest. The Board intends to settle this amount as additional Mirvac securities but retains the discretion to settle this amount in cash. If the amount is settled as additional securities, the number of additional securities will be the amount equal to the value of distributions declared during the Performance Period in respect of vested performance rights divided by the closing price of a Mirvac security on the trading day immediately preceding the vesting date.
Treatment on cessation of employment
If Campbell Hanan ceases to be an employee of the Group before the end of the Performance Period, any unvested performance rights will be dealt with as outlined below, unless the Board determines otherwise:
Other Terms
Under the terms of the LTP the Board has discretion to vest or lapse some or all performance rights in the event of a change of control.
The Board has broad "clawback" powers to determine that some or all performance rights lapse, any securities allocated on vesting are forfeited or that amounts are to be repaid in circumstances where the Board forms a view that Campbell Hanan may be provided with a benefit that is unwarranted or inappropriate.
Further information disclosed in accordance with ASX Listing Rule 10.15
Pursuant to approval by Securityholders at previous AGMs, performance rights were granted to Campbell Hanan in previous years under the LTP Plan.
2,541,396 performance rights have been issued to Campbell Hanan under the LTP Plan since his appointment as Group CEO & Managing Director in 2023. 2,101,665 performance rights were also previously issued to Campbell Hanan under the LTP Plan, in respect of his prior executive roles with the Group. All performance rights were granted at nil cost.
Further details of these performance rights are set out in the Annual Report for the relevant reporting period. Details of any securities issued under the LTP Plan will be published in the Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the LTP Plan after this resolution is approved, and who are not named in this Notice of Meeting will not participate until approval is obtained under that rule, or an exception applies.
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.
Mirvac uses performance rights because they create security price alignment between executives while providing a better mechanism (than restricted securities) for enforcing the terms and conditions of the LTP Plan.
If approved by Securityholders, Mirvac intends to grant the performance rights to Campbell Hanan by 31 December 2025 but in any event by no later than 18 November 2026. If approval is not obtained, Mirvac will not be able to proceed with the proposed grant of performance rights to Mr Hanan under the LTP Plan. In that event, the Board will consider alternative arrangements to appropriately remunerate and incentivise Mr Hanan.
Recommendation
The Directors (with Campbell Hanan abstaining) recommend that Securityholders vote in favour of this resolution.
The Chair of the AGM intends to vote all available proxies in favour of this item.
Reason for cessation Treatment in respect of unvested of employment performance rights Resignation or termination All unvested performance rights lapse. by Mirvac (other than as set out below) Redundancy, retirement, Unvested Performance Rights will remain disability/death, on foot, and the terms applicable to the mutual agreement or performance rights will continue to apply agreed transfer to an as if Campbell Hanan had not ceased investment partner employment (i.e. the unvested performance rights will be tested at the end of the Performance Period).
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Mirvac Limited ABN 92 003 280 699 Mirvac Funds Limited ABN 70 002 561 640 AFSL 233121 as responsible entity of the Mirvac Property Trust ARSN 086 780 645
HOW TO RETURN THIS FORM
ONLINE vote.cm.mpms.mufg.com/MGR
BY MAIL
Mirvac Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia
ALL ENQUIRIES TO Telephone: +61 1800 356 444 (free call within Australia)
X99999999999 X99999999999
VOTING FORM I/We being a Securityholder(s) of Mirvac Limited and Mirvac Property Trust ( Mirvac Limited ) and entitled to attend and vote: A VOTE DIRECTLY OR B APPOINT A PROXY OR if you are NOT appointing the Chair of the appoint the Chair elect to lodge my/our of the Meetings Meetings as your proxy, please write the Name vote(s) directly (mark box) (mark box) name of the person or body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chair of in relation to the Annual General Meeting of Members of Mirvac the Meetings, as my/our proxy to act generally on my/our behalf (including to vote in accordance with the Limited and the General following directions or, if no directions have been given and to the extent permitted by the law, as the Meeting of Members of Mirvac proxy sees fit) at the Annual General Meeting of Members of Mirvac Limited and the General Meeting of Property Trust to be held at Members of Mirvac Property Trust to be held at 11:00am (AEDT) on Thursday, 20 November 2025 at 11:00am (AEDT) on Thursday, Level 25, 200 George Street, Sydney NSW 2000 (the Meetings ) and at any postponement or 20 November 2025 ( the adjournment of the Meetings. Meetings) and at any Important for Resolutions 3 & 4: If the Chair of the Meetings is your proxy, either by appointment or by adjournment or postponement of default, and you have not indicated your voting intention below, then by completing and submitting this the Meetings. form you expressly authorise the Chair of the Meetings to exercise the proxy in respect of Resolutions 3 You should mark either “For”, & 4, even though the Resolutions are connected directly or indirectly with the remuneration of a member “Against” or “Abstain” for each of the Company’s Key Management Personnel ( KMP ). Item. The Chair of the Meetings intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Voting directions will only be valid and accepted by Mirvac Group if they are signed and received no later than 48 hours before the Meetings. Please read the voting instructions overleaf before marking any boxes with T Items For Against Abstain * For Against Abstain * 2.1 Re-Election of Rob Sindel 3 Adoption of Remuneration Report 2.2 Re-Election of Peter Nash 4 Participation by the Group CEO & Managing Director in the Long-Term Performance Plan 2.3 Election of Rosemary Hartnett
*If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in calculating the required majority on a poll.
SIGNATURE OF SECURITYHOLDER(S) – THIS MUST BE COMPLETED
Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form must be signed by the Securityholder. In the case of a joint holding, either Securityholder may sign. If signed by the Securityholder’s attorney, the Power of Attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
MGR PRX2501N
HOW TO COMPLETE THIS VOTING FORM
SIGNING INSTRUCTIONS
YOUR NAME AND ADDRESS
You must sign this form as follows in the spaces provided:
This is your name and address as it appears on Mirvac Limited’s Security register. If this information is incorrect, please make handwritten corrections on this form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your Securities using this form.
Individual: where the holding is in one name, the Securityholder must sign.
Joint Holding: where the holding is in more than one name, any one joint Securityholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the Security registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form and return both documents by mail. By signing this form you declare that you have not received any notice of revocation of your appointment as attorney.
VOTING UNDER BOX A – VOTING DIRECTLY
If you ticked the box under Box A you are indicating that you wish to vote directly. You may vote by marking one of the boxes opposite each resolution. If you do not mark any of the boxes opposite a resolution, or you mark more than one box, your vote will be invalid for that resolution. If no voting instructions are given, then the Chair of the Meeting will be deemed to be your appointed proxy.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by 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.
Custodians and nominees may identify on this form the total number of votes in each of the categories and their votes will be valid.
If you have lodged a direct vote, and then you attend the Meetings, your attendance will cancel your direct vote.
The Chair’s decision as to whether a direct vote is valid is conclusive.
VOTING UNDER BOX B – APPOINTMENT OF PROXY
CORPORATE REPRESENTATIVES
If you wish to appoint the Chair as your proxy, mark the box in Box B. If If a representative of the corporation is to attend the Meeting the appropriate you wish to appoint someone other than the Chair as your proxy, please “Certificate of Appointment of Corporate Representative” must be received write the name of that individual or body corporate in the box provided at [email protected] prior to admission in accordance with the at Box B. A proxy need not be a Securityholder of the Company. Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at If you complete both Box A and Box B, or neither of Box A or Box B, this www.mpms.mufg.com/en/mufg-corporate-markets. form will be deemed to be an appointment of proxy to the Chair. DEFAULT TO CHAIR Any directed proxies that are not voted on a poll at the Meetings will default HOW TO LODGE THIS VOTING FORM to the Chair, who is required to vote those proxies as directed. Any This Voting Form (and any Power of Attorney under which it is signed) must be received at the address or via the website on the front page (details are undirected proxies that default to the Chair of the Meetings will be voted also repeated below) by 11:00am (AEDT) on Tuesday 18 November 2025 , according to the voting intentions of the Chair set out in this Voting Form, being not later than 48 hours before the commencement of the Meetings. Any including where the Resolutions are connected directly or indirectly with Voting Form received after that time will not be valid for the scheduled the remuneration of KMP. Meetings. Alternatively, as noted below, you may lodge your vote via your mobile device VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT by the deadline referred to in the paragraph above. You may direct your proxy how to vote by marking one of the boxes opposite each resolution. All your Securities will be voted in accordance ONLINE with such a direction unless you indicate only a portion of voting rights vote.cm.mpms.mufg.com/MGR are to be voted on any item by inserting the proportion or number of Login to the Investor Centre using the holding details as shown on the Securities you wish to vote in the appropriate box or boxes. If you do not Voting/Proxy Form. Select ‘Voting’ and follow the prompts to lodge mark any of the boxes on a given resolution then, subject to any voting your vote. To use the online lodgement facility, securityholders will restrictions that apply to the proxy, your proxy may vote as he or she need their “Holder Identifier” - Securityholder Reference Number (SRN) chooses. or Holder Identification Number (HIN). If the Chair is your proxy (either by appointment or default), and you do BY MOBILE DEVICE QR Code not complete any of the boxes by marking “For”, “Against” or “Abstain” Our voting website is designed specifically for opposite a resolution on this form, the Chair intends to exercise your vote voting online. You can now lodge your vote by in favour of each resolution. If you wish to appoint the Chair as your proxy scanning the QR code adjacent or enter the with a direction to vote against, or to abstain from voting on a resolution, voting link vote.cm.mpms.mufg.com/MGR into you should specify this by marking the “Against” or “Abstain” boxes your mobile device. Log in using the Holder opposite the resolution on this form. Identifier and postcode for your securityholding. If you mark more than one box on a resolution your vote on that resolution To scan the code you will need a QR code reader application which will be invalid.
If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.
HOW TO LODGE THIS VOTING FORM This Voting Form (and any Power of Attorney under which it is signed) must be received at the address or via the website on the front page (details are also repeated below) by 11:00am (AEDT) on Tuesday 18 November 2025 , being not later than 48 hours before the commencement of the Meetings. Any Voting Form received after that time will not be valid for the scheduled Meetings.
Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link vote.cm.mpms.mufg.com/MGR into your mobile device. Log in using the Holder Identifier and postcode for your securityholding. To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. BY MAIL Mirvac Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia ACCESS YOUR NOTICE OF ANNUAL GENERAL MEETINGS
If you appoint a proxy, you can still attend the AGM but your attendance will suspend your proxy’s authority to vote and speak at the Meetings.
APPOINTMENT OF A SECOND PROXY
If you are entitled to cast two or more votes, you may 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 voting form may be obtained by telephoning Mirvac Limited’s Security registry or you may copy this form and return them both together.
To appoint a second proxy you must:
To view or download the full Notice of Annual General and General Meetings and Explanatory Notes which sets out the Agenda (including details of all resolutions being put to the meetings) please visit the company’s website at www.mirvac.com/investor-centre/agm.
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(a) on each of the first voting form and the second voting form state the proportion of your voting rights or number of Securities applicable to that form. If the appointments do not specify the proportion or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
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(b) return both voting forms together.
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MIRVAC GROUP 2025 ANNUAL GENERAL & GENERAL MEETINGS (AGM)
Dear Securityholder
The 2025 Annual General Meeting of securityholders of Mirvac Limited and the General Meeting of securityholders of Mirvac Property Trust (together, the AGM) will be held on Thursday, 20 November 2025 at 11.00am (AEDT) . Securityholders are invited to attend the AGM at Level 25, 200 George Street, Sydney NSW 2000. Alternatively, the AGM can be viewed live via webcast at meetings.lumiconnect.com/300-204-382-991.
- The Notice of Meeting can be viewed and downloaded at www.mirvac.com/investor centre/agm
You can request a hard copy of the Notice of Meeting or Voting Form by contacting MUFG Corporate Markets on +61 1800 356 444* (within or outside Australia) between 8.30am and 5.30pm (Sydney time) on business days.
Securityholders should monitor the Mirvac website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM.
The Board and management of Mirvac look forward to welcoming you to the AGM and providing an update on Mirvac’s activities.
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Michelle Favelle Group Company Secretary 13 October 2025
*Previously known as Link Market Services. Please note that contact details for Securityholders remain unchanged.
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