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MIRVAC GROUP Capital/Financing Update 2009

Jun 14, 2009

65328_rns_2009-06-14_4b388d59-cac4-42fd-8287-ec186f1c988f.pdf

Capital/Financing Update

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15 June 2009

Mirvac Group – Retail Entitlement Offer

Attached are the following documents, which are being mailed to eligible retail securityholders in relation to the retail component of Mirvac Group's accelerated non-renounceable 5 for 9 pro rata entitlement offer, which forms part of the $1.1 billion equity raising announced on 4 June 2009:

  • (a) Retail Entitlement Offer Booklet; and

  • (b) Entitlement and Acceptance Form.

Also attached is a letter of notification to ineligible retail securityholders.

Yours faithfully

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Michael G.A. Smith Group Company Secretary

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MIRVAC GROUP

RETAIL ENTITLEMENT OFFER

DETAILS OF A 5 FOR 9 ACCELERATED NON-RENOUNCEABLE ENTITLEMENT OFFER OF MIRVAC GROUP STAPLED SECURITIES (“NEW SECURITIES”) AT AN OFFER PRICE OF $1.00 PER NEW SECURITY

MIRVAC GROUP COMPRISES: MIRVAC LIMITED (ABN 92 003 280 699) AND MIRVAC PROPERTY TRUST (ARSN 086 780 645) THE RESPONSIBLE ENTITY OF WHICH IS MIRVAC FUNDS LIMITED (ABN 70 002 561 640, AFSL 233121)

15 JUNE 2009

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WAVERLEY PARK, VIC
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

This is an important document which is accompanied by an Entitlement and Acceptance Form and both should be read in their entirety. Please call your professional adviser or the Mirvac Securityholder Information Line if you have any questions.

PAGE 01 CHAIRMAN’S LETTER
PAGE 03 KEY DATES
PAGE 04 HOW TO APPLY
ASX ANNOUNCEMENTS:
PAGE 07 > LAUNCH OF EQUITY RAISING
PAGE 14 > EQUITY RAISING PRESENTATION
PAGE 37 > COMPLETION OF INSTITUTIONAL COMPONENT OF EQUITY RAISING
PAGE 41 IMPORTANT INFORMATION

CORPORATE DIRECTORY

Registered Offi ce Level 26 60 Margaret Street Sydney New South Wales 2000 Australia Telephone +61 2 9080 8000 Facsimile +61 2 9080 8111

AUSTRALIAN LEGAL ADVISER

Minter Ellison Aurora Place 88 Phillip Street Sydney New South Wales 2000 Australia Telephone + 61 2 9921 8888 Facsimile +61 2 9921 8123

REGISTRY

Link Market Services Limited Locked Bag A14 Sydney South New South Wales 1235 Australia

www.linkmarketservices.com.au

WEBSITE

To view annual reports, securityholder and Group information, news announcements, background information on Mirvac’s operations and historical information, visit Mirvac’s website at www.mirvac.com.

MIRVAC SECURITYHOLDER INFORMATION LINE

Australia: 1800 237 687 International: +61 2 8280 7613 Open 8.30am to 5.30pm (AEST) Monday to Friday during the Retail Entitlement Offer period.

MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

CHAIRMAN’S LETTER

15 JUNE 2009

Dear Securityholder,

Mirvac Group Equity Raising – Retail Entitlement Offer

The global economic and fi nancial climate remains challenging. Limited availability of capital has been a concern across many industries, including the real estate sector. In this environment, the Board and management of Mirvac Group (“Mirvac” or the “Group”) have remained focused on delivering the Group’s strategy: namely, of growing earnings from our Australian investment grade real estate portfolio and delivering pre-eminent residential developments. We have taken signifi cant measures to reduce our cost base and simplify our business.

In light of both this environment, and investor focus on balance sheet strength, we have made the decision to raise new equity. This will signifi cantly strengthen our fi nancial position and liquidity profi le. Importantly, the Offer will reduce our balance sheet gearing ratio to approximately 17.7%[ 1] and position the Group to accelerate the implementation of our existing, simplifi ed strategy.

As announced on 4 June 2009, Mirvac intends to raise up to $1.1 billion through:

  • An institutional placement (“Placement”); and

  • An institutional entitlement offer (“Institutional Entitlement Offer”) and a retail entitlement offer (“Retail Entitlement Offer”) together the (“Entitlement Offer”).

The Placement and Entitlement Offer together comprise the (“Offer”).

The Placement and Institutional Entitlement Offer (together the “Institutional Offer”) was completed on 5 June 2009 and raised approximately $922 million at an Offer price of $1.00 per New Security.

The Retail Entitlement Offer will also be conducted on the basis of 5 New Securities for every 9 existing stapled securities held on the Record Date, Wednesday 10 June 2009 (“Record Date”). The Offer Price of New Securities is $1.00, which represents a discount of approximately 24% to Mirvac’s closing price[ 2] on 3 June 2009. The Retail Entitlement Offer is fully underwritten and is expected to raise $178 million.

On 4 June 2009 Mirvac also announced its expectations of devaluations and impairments, resulting in a total asset write down of approximately $582 million, primarily from further expected decreases in the valuation of the investment portfolio and reductions in the carrying value of development inventory. The impairments to development inventory follow a review of all development projects. Certain non-core assets were identifi ed and written-down in order to facilitate timely disposal. This will enable management to reposition the residential development portfolio and focus on core, large scale projects.

Mirvac believes the Offer will provide a number of benefi ts to the Group. After allowing for the expected revaluations and impairments, the Offer results in:

  • Pro forma balance sheet gearing decreasing from 31.8% to 17.7%[ 1] making Mirvac one of the lowest geared A-REITs;

  • Increased debt covenant headroom with pro forma covenant gearing reduced from 41.3% to 26.4%[ 1] versus a covenant of 55%;

  • An expected ICR[ 4] covenant of > 3x for the fi nancial year ending June 2010, compared to the covenant of 2.25x;

  • Liquidity to fully fund all debt expiries and capital commitments to June 2011;

  • An expected positive impact on credit rating metrics, and

  • Signifi cant strengthening of Mirvac’s capacity to implement its strategy of increasing investment earnings and re-focusing residential development on core, large-scale projects.

Earnings and distributions guidance

In conjunction with the Offer, Mirvac has provided an updated operating earnings[ 3] guidance range of between $190 million and $200 million for the fi nancial year ending June 2009, the higher end of this range being in line with previous guidance.

Mirvac expects a full year distribution of between 8 cents and 9 cents per stapled security. This distribution is consistent with the guidance provided to the market on 20 March 2009. New Securities issued under the Offer are not eligible for the June 2009 quarter distribution.

  • 1) Based upon fully underwritten $1.1 billion Offer.

  • 2) Pricing adjusted for accrual of 1.2 cents per stapled security distribution for the quarter ending 30 June 2009 which is at the high end of guidance of 8-9 cents per stapled security for the fi nancial year ending 30 June 2009.

  • 3) Operating profi t is a fi nancial measure which is not prescribed by Australian Accounting Standards and represents the profi t under Australian Accounting Standards adjusted for specifi c non-cash and other signifi cant items which Mirvac considers to refl ect the core earnings of the Group.

  • 4) Interest cover ratio covenant adjusted EBITDA/(interest expense per the P&L + lease expense).

MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

PAGE 01

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

CHAIRMAN’S LETTER

CONTINUED

For the fi nancial year ending 30 June 2010, Mirvac expects a distribution of between 8 cents and 9 cents per stapled security.

Participation in the Entitlement Offer

You will fi nd enclosed with this letter the following important information, including:

  • Key dates for the Retail Entitlement Offer;

  • Instructions on “How to Apply”, setting out how to accept all or part of your Entitlement and apply for Additional Securities in the Retail Entitlement Offer if you choose to do so and the terms of the Entitlements and New Securities;

  • ASX announcements, including an Equity Raising Presentation, relating to the Offer;

  • Important Information; and

  • An Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions provided on the form and the instructions on “How to Apply”.

Please note that the ASX announcement and Equity Raising Presentation relating to the Entitlement Offer was made to ASX on 4 June 2009. At that time, only the Institutional Offer was underwritten. However, given the strong demand for the Institutional Offer, the Retail Entitlement Offer is now also fully underwritten. Please read the ASX announcement and Equity Raising Presentation with this subsequent development in mind.

It is important to note that the Retail Entitlement Offer closes at 5.00pm (Australian Eastern Standard Time) on 30 June 2009. To participate, your application and payment for New Securities must have been received by Mirvac on or before this time on this date. Please refer to the instructions on “How to Apply” that accompany this letter for further information.

If you have any doubt about whether you should invest in the Retail Entitlement Offer, you should seek professional fi nancial advice before making any investment decision.

For further information regarding the Retail Entitlement Offer, please call the Mirvac Securityholder Information Line on 1800 237 687 (from within Australia) or +61 2 8280 7613 (outside Australia) at any time from 8.30am to 5.30pm (AEST) Monday to Friday during the Retail Entitlement Offer period or visit our website at www.mirvac.com.

On behalf of the Board of Mirvac, I invite you to consider this investment opportunity and thank you for your continued support.

Yours faithfully

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James MacKenzie Chairman

These materials include “forward-looking statements” within the meaning of securities laws of applicable jurisdictions. Forward-looking statements can generally be identifi ed by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words, and include statements regarding certain plans, strategies and objectives of management and expected fi nancial performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Mirvac, and its offi cers, employees, agents or associates, including risks associated with the ability to negotiate favourable amendments to Mirvac’s debt covenants and to raise additional funding on favourable terms; a downgrade in Mirvac’s credit ratings; fl uctuations in interest rate and foreign exchange rates; the unsuccessful execution of non-core asset sales — and decreases in the fair market value of Mirvac’s properties. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking statements; Mirvac assumes no obligation to update such information.

This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefi t of, any “U.S. person” (as defi ned in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) (“U.S. Person”). The New Securities offered in the Offer have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefi t of, U.S. Persons absent registration or in a transaction exempt from or not subject to the registration requirements of the Securities Act.

PAGE 02 MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

KEY DATES

Announcement of the Offer Thursday,4 June 2009
Record date for determiningEntitlements to New Securities 7.00pm Wednesday,10 June 2009
Retail Entitlement Offer opens 9.00am Monday,15 June 2009
EarlyClose Date 5.00pm Thursday,18 June 2009
Initial Allotment of New Securities(EarlyClose Date) Wednesday,24 June 2009
Expected normal trading of New Securities on ASX
(EarlyClose Date) (subject to ASXquotation being granted) Wednesday,24 June 2009
Final Close Date 5.00pm Tuesday,30 June 2009
Final Allotment of New Securities(Final Close Date) Thursday,9 July2009
Expected normal trading of New Securities on ASX
(Final Close Date) (subject to ASXquotation being granted) Friday,10 July2009
Expected dispatch of holdingstatements(EarlyClose Date and Final Close Date)
Monday,13 July2009

Note: All times and dates refer to Australian Eastern Standard Time (AEST).

Mirvac reserves the right, subject to the Corporations Act 2001 (Cth), ASX Listing Rules and other applicable laws, to vary the dates of the Retail Entitlement Offer, including extending the Retail Entitlement Offer, closing the Retail Entitlement Offer early or accepting late applications, either generally or in particular cases, without notice. No cooling-off rights apply to the Retail Entitlement Offer.

Enquiries

If you have any doubt about whether you should invest in the Retail Entitlement Offer, you should seek professional fi nancial advice before making any investment decision. If you have any questions on how to:

Complete the Entitlement and Acceptance Form; or > Take up your Entitlement,

please call the Mirvac Securityholder Information Line on 1800 237 687 (from within Australia) or on +61 2 8280 7613 (from outside Australia) at any time from 8.30am to 5.30pm (AEST) Monday to Friday during the Retail Entitlement Offer period.

If you have lost your Entitlement and Acceptance Form and would like a replacement form, please call the numbers above.

MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

PAGE 03

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

HOW TO APPLY

1 Please read the enclosed:

  • Chairman’s Letter;

  • ASX Offer Announcements, including the equity raising presentation;

  • Important Information; and

  • Entitlement and Acceptance Form, and other information made publicly available by Mirvac.

The 5 for 9 accelerated non-renounceable entitlement offer (“Entitlement Offer” or “Offer”) of Mirvac Group (“Mirvac” or the “Group”) stapled securities (“New Securities”) is not being made under a product disclosure statement or prospectus. Rather, the Entitlement Offer is being made pursuant to relatively new provisions of the Corporations Act 2001 (Cth) (“Corporations Act”) which allow rights issues to be offered by providing certain confi rmations to the market. As a result, it is important for Eligible Retail Securityholders (as defi ned in Important Information) of Mirvac stapled securities to read and understand the information on the Group and the Retail Entitlement Offer made publicly available, prior to accepting all or part of their entitlement of New Securities (“Entitlement”) or accepting all of their Entitlement and applying for additional New Securities in excess of their Entitlement (“Additional Securities”). In particular, please refer to the enclosed materials, the Group’s annual reports and other announcements made available at www.mirvac.com or www.asx.com.au.

2 The Retail Entitlement Offer

Eligible Retail Securityholders are being offered the opportunity to subscribe for 5 New Securities for every 9 Mirvac existing stapled securities (“Securities”) held as at 7.00pm (AEST) on 10 June 2009, at the Offer price of $1.00 per New Security.

Eligible Retail Securityholders may also apply for Additional Securities. Please note that Additional Securities will only be allocated to Eligible Retail Securityholders if and to the extent that Mirvac so determines, in its absolute discretion, having regard to circumstances as at the time of the close of the Retail Entitlement Offer. Any Additional Securities will be limited to the extent that there are suffi cient Additional Securities from Eligible Retail Securityholders who do not take up their full Entitlements. Mirvac may apply any scale-back to the allocation of New Securities (in its absolute discretion).

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 5 New Securities for every 9 Securities you held as at the Record Date, being 7.00pm (AEST) on 10 June 2009. If you have more than one holding of Securities, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. Fractional Entitlements (arising if your holding is not divisible by 9) will be disregarded.

Eligible Retail Securityholders have the opportunity to be allotted New Securities (other than any Additional Securities applied for, which, if allocated to you, will be allotted on 9 July 2009) at the same time as the institutional component of the Entitlement Offer on 24 June 2009 (“Initial Allotment”) if your Entitlement and Acceptance Form and full application monies in cleared funds is received by Link Market Services Limited (by cheque, bank draft or money order) or you make a payment by Bpay®, by no later than 5.00pm (AEST) on 18 June 2009 (“Early Close Date”). However, if you accept and pay for all or part of your Entitlement after the Early Close Date, but before the Offer close date of 5.00pm (AEST) on 30 June 2009 (“Final Close Date”), you will be allotted your New Securities on 9 July 2009 (“Final Allotment”).

New Securities issued under the Entitlement Offer are NOT eligible for the June 2009 quarter distribution.

Note: the Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Securities on behalf of a U.S. Person (see defi nition of Eligible Retail Securityholder in Important Information).

Nominees

The Retail Entitlement Offer is being made to all Eligible Retail Securityholders (as defi ned in the Important Information). Mirvac is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any benefi cial owners of Securities. Where any holder is acting as a nominee for a foreign person that holder, in dealing with its benefi ciary, will need to assess whether indirect participation by the benefi ciary in the Retail Entitlement Offer is compatible with applicable foreign laws. Any person in the United States or any person that is or is acting for the account or benefi t of a U.S. Person with a holding through a nominee may not participate in the Retail Entitlement Offer and the nominee must not take up any Entitlement on behalf of that person or send any materials into the United States or to any person it knows to be a U.S. Person. Mirvac is not able to advise on foreign laws.

PAGE 04 MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

3 Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

If you have any doubt about whether you should invest in the Retail Entitlement Offer, you should seek professional fi nancial advice without delay. In particular, please refer to the “Risks” section of the attached equity raising presentation.

4 Complete and return the accompanying Entitlement and Acceptance Form with your application monies or make a payment by Bpay®

If you decide to take up all or part of your Entitlement, please complete and return the personalised Entitlement and Acceptance Form with the requisite application monies or pay your application monies via Bpay® pursuant to the instructions set out on the Entitlement and Acceptance Form. If you take no action you will not be allocated New Securities and your Entitlement will lapse.

Eligible Retail Securityholders wishing to accept all or part of their Entitlement should submit their personalised Entitlement and Acceptance Form and application monies:

  • So that both are received by no later than 5.00pm (AEST) on 18 June 2009 and your New Securities (other than any Additional Securities) will be allotted to you on 24 June 2009 (that is, at the same time as New Securities are allotted under the Institutional Entitlement Offer); or

  • So that both are received by no later than 5.00pm (AEST) on 30 June 2009 and your New Securities will be allotted on 9 July 2009.

If you request Additional Securities, subject to the Group’s discretion to allot any Additional Securities to you or to scale back your allocation of Additional Securities, you will be allotted these Additional Securities on the Final Allotment date.

5 Acceptance of the Retail Entitlement Offer

The method of acceptance of the Retail Entitlement Offer will depend on your method of payment being:

by cheque, bank draft or money order; or > by Bpay®.

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by Bpay®, you will be deemed to have represented that you are an Eligible Retail Securityholder (as defi ned in Important Information).

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by Bpay®, you will also be deemed to have represented on behalf of each person on whose account you are acting that: (a) you and each person on whose account you are acting are not in the United States and are neither a U.S. Person nor acting for the account or benefi t of a U.S. Person; (b) you and each person on whose account you are acting acknowledge that the New Securities have not been and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and (c) you and each person on whose account you are acting have not and will not send any materials relating to the Offer to any person in the United States or that is, or is acting

For payment by cheque, bank draft or money order, your completed personalised Entitlement and Acceptance Form must be accompanied by a cheque, bank draft or money order in Australian currency for the amount of the application monies, payable to “Mirvac Limited — Mirvac Offer Account” and crossed “Not Negotiable”. Any agreement to issue New Securities to you following receipt of your personalised Entitlement and Acceptance Form is conditional on your cheque, bank draft or money order in payment of the application monies for those New Securities being honoured on fi rst presentation.

MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

PAGE 05

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

HOW TO APPLY

CONTINUED

Your cheque, bank draft or money order must be:

  • For an amount equal to A$1.00 multiplied by the number of New Securities, and if applicable, Additional Securities that you are applying for; and

  • In Australian currency drawn on an Australian

Your application for Additional Securities may not be successful (wholly or partially). The decision of the Group on the number of Additional Securities to be allocated to you will be fi nal. Any surplus application monies received for more than your fi nal allocation of Additional Securities will be refunded. No interest will be paid on any application monies received or returned (wholly or partially).

Cash payments will not be accepted. Receipts for payment will not be issued.

For payment by Bpay® please follow the instructions on the Entitlement and Acceptance Form.

You should instruct payment well before 5.00pm (AEST) on the Final Close Date to enable its receipt before the Retail Entitlement Offer closes.

For payment by Bpay®, the Entitlement and Acceptance Form is not required to be lodged with Link Market Services Limited. By making a payment of application monies through Bpay®, you will be deemed to have made the declarations set out in the personalised Entitlement and Acceptance Form.

The Group will treat you as applying for as many New Securities as your Bpay® payment will pay for. Any amount received by Mirvac in excess of the amount required to be paid for you to apply for your Entitlement (“Excess Amount”) may be treated by Mirvac as an application for as many Additional Securities as your Excess Amount will pay for. Your application for Additional Securities may not be successful (wholly or partially). The decision of the Group on the number of Additional Securities to be allocated to you will be fi nal. Any surplus application monies received for more than your fi nal allocation of Additional Securities will be refunded. No interest will be paid on any application monies received or returned (wholly or partially).

Please make sure to use the specifi c Biller Code and unique Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, you will need to complete individual Bpay® transactions using the Reference Number specifi c to each individual personalised Entitlement and Acceptance Form that you receive. If you inadvertently use the same Reference Number for more than one of your Entitlements, you will be deemed to have applied only for your Entitlement to which that Reference Number applies and any Excess Amount will be deemed to be an application for as many Additional Securities as your Excess Amount will pay for.

Once the Entitlement and Acceptance Form is lodged and accepted you cannot withdraw your acceptance for New Securities.

6 Mail or deliver

It is important to note that the Retail Entitlement Offer closes at 5.00pm (AEST) on 30 June 2009. To participate in the Retail Entitlement Offer, your payment must be received no later than this date. Eligible Retail Securityholders who make payment via cheque, bank draft or money order should mail, in the reply paid envelope provided, or to the address provided below, or hand deliver their completed personalised Entitlement and Acceptance Form together with application monies as follows:

Mail to:

Mirvac Offer

C/- Link Market Services Limited GPO Box 3560 Sydney NSW 2001 Australia

Hand deliver to:

Mirvac Offer

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

Please do not use the above address for mailing purposes.

PAGE 06 MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

ASX ANNOUNCEMENTS: LAUNCH OF EQUITY RAISING[ 1]

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS

  • 4 June 2009

Mirvac Group announces equity raising of up to $1.1 billion

Mirvac Group (“Mirvac” or the “Group”) today announced that it is undertaking an institutional placement (“Placement”) and an entitlement offer (“Entitlement Offer”) to raise up to $1.1 billion to position the Group to accelerate the implementation of its existing, simplified strategy.

Summary

  • Entitlement offer and institutional placement to raise up to $1.1 billion (the “Offer”);

  • Equity raising will significantly strengthen Mirvac’s balance sheet gearing – 31.8% to 21.5%[1] , after $582 million of expected devaluations and impairments;

  • Covenant gearing reduced from 41.3% to 30.1%[1] , vs. a covenant of 55%;

  • FY10 ICR is expected to be > 3x vs. covenant of 2.25x;

  • Liquidity to fully fund all debt expiries and capital commitments to June 2011;

  • Positively impacts credit rating metrics; and

  • Significantly strengthens Mirvac’s capacity to implement its strategy of increasing investment earnings and re-focusing residential development on core, large-scale projects.

The Placement and the institutional component of the Entitlement Offer (“Institutional Entitlement Offer”) total approximately $865 million.

Mirvac Group Managing Director, Mr Nicholas Collishaw said, “We announced our simplified strategy in August last year. This Offer strengthens our balance sheet, enhances our liquidity and further positions the Group to accelerate our strategy.”

  • 1 Based upon approximately A$865 million underwritten component of the Offer (0% retail take-up).

  • 1) Please note, this annoucement was released on 4 June 2009. At that time, only the Institutional Offer was underwritten. However, given the strong demand for the Institutional Offer, the Retail Entitlement Offer is now also fully underwritten. Please read the ASX announcement and Equity Raising Presentation with this subsequent development in mind.

MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

PAGE 07

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

ASX ANNOUNCEMENTS: LAUNCH OF EQUITY RAISING

“We continue to focus on increasing investment earnings whilst remaining one of Australia’s preeminent residential developers. Following the raising, Mirvac will be amongst the lowest geared entities in the A-REIT sector.”

Asset revaluations and impairments

Mirvac has reassessed the value of its investment properties, residential and non residential developments, intangible assets and co-investments in managed listed funds. As a result, Mirvac has reduced the carrying values of these assets by approximately $582 million. The expected changes to carrying values are subject to finalisation of year-end audited accounts and acceptance by the Board.

Key asset revaluations and impairments included:

Investment properties:

  • Mirvac has reviewed its entire investment property portfolio, which has led to an expected increase in its weighted average capitalisation rate (“WACR”) of 51bps to 7.52%. This has resulted in write-downs in the carrying value of the portfolio totalling approximately $240 million.

Development inventory:

Mirvac has undertaken a complete review of its development book. Impairments included:

  • non-core inventory has been written down by $203 million to realisable values and reassessed for accelerated disposal;

  • completed and unsold inventory has been written down by $40 million, reflecting revised expectations of sale prices; and

  • core projects have been written down by $8 million to net realisable values, reflecting revised development feasibility assumptions.

“The impairments to development inventory rebase the carrying value of non-core assets to disposal value, allowing us to exit these projects in the near term. We intend to reshape our residential development portfolio to focus on core, large-scale projects – one of our key competitive strengths,” Mr Collishaw said.

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PAGE 08 MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

Benefits of the Offer

The underwritten component of approximately $865 million will provide significant benefits to Mirvac, including:

  • Reducing pro forma balance sheet gearing to 21.5%, amongst the lowest gearing in the Australian REIT sector;

  • Increasing covenant headroom, with pro forma covenant gearing of 30.1% vs. covenant of 55%;

  • FY10 ICR is expected to be >3x vs. covenant of 2.25x;

  • Liquidity to fully fund all debt expiries and capital commitments to June 2011; and

  • Positively impacting Mirvac’s credit rating metrics.

Earnings and distribution guidance

Mirvac has provided an updated operating[2] guidance range of between $190 million and $200 million for the financial year ending June 2009, the higher end of this range being in line with previous guidance.

Mirvac expects a full year distribution of between 8 cents and 9 cents per stapled security. This distribution is consistent with the guidance provided to the market on 20 March 2009, and reflects Mirvac’s conservative distribution policy. New stapled securities issued under the Entitlement Offer and Placement are not eligible for the June 2009 quarter distribution.

For the financial year ending June 2010, Mirvac forecasts a distribution of between 8 cents and 9 cents per stapled security.

Overview of the Entitlement Offers

The Offer comprises a fully underwritten non-renounceable 5 for 9 pro-rata entitlement offer to institutional securityholders (“Institutional Entitlement Offer”) of approximately $710 million, and an approximately $155 million fully underwritten institutional placement (“Placement”). In addition to the institutional component, the Entitlement Offer includes a non-underwritten (subject to Mirvac’s discretion) retail component of approximately $235 million (“Retail Entitlement Offer”), which could increase the total proceeds to Mirvac from the Offer to approximately $1.1 billion.

Under the Entitlement Offer, eligible securityholders are invited to participate on a pro-rata basis to their existing holdings by subscribing for 5 new Mirvac stapled securities (“New Securities”) for every 9 Mirvac stapled securities owned on the record date, at a price of $1.00 per stapled security (“Entitlement”).

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The offer price of $1.00 represents a discount of 24.2% to Mirvac’s closing price[3] on 3 June 2009. All New Securities will rank equally with existing stapled securities from allotment and will receive the full 2009 September quarter distribution, but will not be eligible for the June 2009 quarter distribution.

The Record Date for the Entitlement Offer will be 7:00 pm on 10 June 2009. The Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Securityholders who do not take up their Entitlements in full or in part, will not receive any value in respect of those Entitlements that they do not take up. Securityholders who are not eligible to receive Entitlements will not receive any value in respect of Entitlements they would have received, had they been eligible.

Mirvac reserves the right (in its absolute discretion) to reduce the number of New Securities allocated to eligible securityholders, or persons claiming to be eligible securityholders, if their claims prove to be overstated or otherwise incorrect or if they fail to provide information to substantiate their claims.

Mirvac expects to announce the outcome of the placement and Institutional Entitlement Offer to the market prior to the start of trading on 9 June 2009, with trading expected to recommence at commencement of trading on ASX on that day.

Eligible securityholders wishing to participate in the Retail Entitlement Offer will shortly receive information about the Offer and their Entitlement.

Stock Lending and Other Transactions

Mirvac has been granted a waiver by ASX so that, in determining securityholder entitlements for the Entitlement Offer, it may ignore any changes in security holdings that occur after the commencement of the trading halt in stapled securities that commenced on 4 June 2009 (other than registrations of transactions that were effected through ITS before that halt).

Accordingly, a person who is a registered Mirvac securityholder at the Record Date as a result of a dealing after the commencement of the trading halt in stapled securities that commenced on 4 June 2009 (other than registrations of transactions that were effected through ITS before that halt) may not be entitled to receive an Entitlement under the Entitlement Offer.

2 Operating profit adjusting for specific non-cash and other significant items.

3 Pricing adjusted for accrual of 1.2 cpss distribution for the quarter ending 30 June 2009 which is at the high end of guidance of 8-9 cpss for the year ending 30 June 2009.

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In the event that a Mirvac securityholder has existing Mirvac securities out on loan at the Record Date, the borrower will be regarded as the securityholder for the purposes of determining the Entitlement (provided that those borrowed securities have not been on-sold or used to cover a short sale).

Indicative timetable

Institutional Entitlement Offer

Institutional Entitlement Offer
Institutional Offer opens 11.00am Thursday, 4 June 2009
Institutional Offer closes 10.00am Friday, 5 June 2009
Record date for determining Entitlements to New Securities 7:00pm Wednesday, 10 June 2009
Settlement of the Institutional Offer (via DvP in CHESS) Tuesday, 23 June 2009
Allotment of New Securities under the Placement and
Institutional Entitlement Offer
Wednesday, 24 June 2009
Expected normal trading of New Securities on ASX
(subject to ASX quotation being granted)
Wednesday, 24 June 2009

Retail Entitlement Offer

Retail Entitlement Offer
Event
Announcement of the Offer
Record date for determining Entitlements to New Securities
Retail Entitlement Offer opens
Early Close Date
Initial Allotment of New Securities (Early Close Date)
Expected normal trading of New Securities on ASX (Early
Close Date) (subject to ASX quotation being granted)
Final Close Date
Final Allotment of New Securities (Final Close Date)
Expected normal trading of New Securities on ASX (Final
Close Date) (subject to ASX quotation being granted)
Date
Thursday, 4 June 2009
7:00pm Wednesday, 10 June 2009
9:00am Monday, 15 June 2009
5.00pm Thursday, 18 June 2009
Wednesday, 24 June 2009
Wednesday, 24 June 2009
5:00pm Tuesday, 30 June 2009
Thursday, 9 July 2009
Friday, 10 July 2009
Expected dispatch of holding statements (Early Close Date
and Final Close Date)
Monday, 13 July 2009

Note: All times and dates refer to Australian Eastern Standard Time (AEST).

These dates are indicative only and are subject to change without notice. Subject to the requirements of the Corporations Act 2001 (Cth) (“Corporations Act”), the ASX Listing Rules and

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any other applicable laws, Mirvac has the right, with the consent of the Underwriters, to amend the timetable in its absolute discretion, including to extend the closing date for the Retail Entitlement Offer, to close the Retail Entitlement Offer early, to withdraw the Entitlement Offer at any time prior to the allotment of New Securities under the Retail Entitlement Offer and/or to accept late applications either generally or in specific cases. If the closing date is extended, the subsequent dates may also be extended.

Securityholder enquiries

Retail securityholders who have any questions regarding the Entitlement Offer should contact The Mirvac Group Offer Information Line on 1800 237 687 (within Australia) or on +61 2 8280 7613 (from outside Australia) at any time from 8:30am to 5:00pm (AEST), Monday to Friday, during the Offer Period.

For further information please contact: Investor Enquiries: Media Enquiries: Adam Crowe Kate Lander Investor Relations Group Communications +61 2 9080 8652 +61 2 9080 8397

Important Information:

This announcement contains certain “forward looking” statements. The words “anticipated”, "expected”, “projections”, “forecast”, “estimates”, “could”, “may”, “target”, “consider” and “will” and other similar expressions are intended to identify forward looking statements. Forward looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. To the full extent permitted by law,

Mirvac Group and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions.

An investment in Mirvac Group stapled securities is subject to investment and other known and unknown risks, some of which are beyond the control of Mirvac Group, including possible delays in repayment and loss of income and principal invested. Mirvac does not guarantee any particular rate of return or the performance of Mirvac Group nor do they guarantee the repayment of capital from Mirvac Group or any particular tax treatment. Persons should have regard to the risks outlined in the Equity Raising Presentation accompanying this announcement released to ASX on 4 June 2009.

Past performance information given in this announcement is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

This announcement is not an offer or an invitation to acquire Mirvac Group stapled securities or any other financial products and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any ‘US person’ (as defined in Regulation S under the US

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Securities Act of 1933, as amended (Securities Act) (US Person)). Mirvac Group stapled securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US Person without being so registered or pursuant to an exemption from registration.

This announcement is not financial advice or a recommendation to acquire Mirvac Group stapled securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction.

Mirvac Group is not licensed to provide financial product advice in respect of Mirvac Group stapled securities. Cooling off rights do not apply to the acquisition of Mirvac Group stapled securities.

This announcement contains certain financial data that is “non-GAAP financial measures” under Regulation G under the U.S. Securities Exchange Act of 1934, as amended. For example, the announcement presents gearing and interest coverage ratios for Mirvac Group, which are calculated in accordance with Mirvac Group’s debt covenants. These measures are not measures of or defined terms of financial performance, liquidity or value under AIFRS or U.S. GAAP. Moreover, certain of these measures may not be comparable to similarly titled measures of other companies.

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ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION[ 1]

MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES EQUITY RAISING PRESENTATION 4 JUNE 2009 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

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DISCLAIMER
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Mirvac Group comprises Mirvac Limited ABN 92 003 280 699 and Not financial product advice Mirvac Property Trust ARSN 086 780 645. This Presentation has This Presentation is not financial advice or a recommendation to been prepared by Mirvac Limited and Mirvac Funds Limited (ABN acquire Mirvac Group stapled securities and has been prepared 70 002 561 640, AFSL number 233121) as the responsible entity of without taking into account the objectives, financial situation Mirvac Property Trust (collectively Mirvac or Mirvac Group). or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the Summary information information having regard to their own objectives, financial situation This Presentation contains summary information about Mirvac and needs and seek such legal, financial and/or taxation advice as Group and its activities current as at 4 June 2009. The information in they deem necessary or appropriate to their jurisdiction. this Presentation does not purport to be complete or comprehensive, and does not purport to summarise all information that an investor Mirvac Group is not licensed to provide financial product advice in should consider when making an investment decision. It should respect of Mirvac Group stapled securities. Cooling off rights do not be read in conjunction with Mirvac Group’s other periodic and apply to the acquisition of Mirvac Group stapled securities. continuous disclosure announcements lodged with the Australian Financial data Securities Exchange, which are available at www.asx.com.au. All dollar values are in Australian dollars (A$) and financial data is To the maximum extent permitted by law, Mirvac, the underwriters, presented within the financial year end of 30 June unless otherwise their affiliates, officers, employees, agents and advisors do not stated. The pro forma historical financial information included in this make any warranty, express or implied, as to the currency, accuracy, Presentation does not purport to be in compliance with Article 11 of reliability or completeness of the information in this Presentation Regulation S-X of the rules and regulations of the US Securities and and disclaim all responsibility and liability for the information Exchange Commission. (including, without limitation, liability for negligence). This Presentation contains certain financial data that is “non-GAAP financial measures” under Regulation G under the U.S. Securities Exchange Act of 1934, as amended. For example, the Presentation presents gearing and interest coverage ratios for Mirvac Group, which are calculated in accordance with Mirvac Group’s debt covenants. These measures are not measures of or defined terms of financial performance, liquidity or value under AIFRS or U.S. GAAP. Moreover, certain of these measures may not be comparable to similarly titled measures of other companies. MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 01 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

  • 1) Please note, this annoucement was released on 4 June 2009. At that time, only the Institutional Offer was underwritten. However, given the strong demand for the Institutional Offer, the Retail Entitlement Offer is now also fully underwritten. Please read the ASX announcement and Equity Raising Presentation with this subsequent development in mind.

PAGE 14 MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

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DISCLAIMER

Future performance An investment in Mirvac Group stapled securities is subject to This Presentation contains certain “forward looking” statements. investment and other known and unknown risks, some of which The words “anticipated”, “expected”, “projections”, “forecast”, are beyond the control of Mirvac Group, including possible delays “estimates”, “could”, “may”, “target”, “consider” and “will” and in repayment and loss of income and principal invested. Please see other similar expressions are intended to identify forward looking the “Key Risks” section and “Appendix B - Risks” of this Presentation statements. Forward looking statements, opinions and estimates for further details. Mirvac does not guarantee any particular provided in this Presentation are based on assumptions and rate of return or the performance of Mirvac Group nor do they contingencies which are subject to change without notice, as are guarantee the repayment of capital from Mirvac Group or any statements about market and industry trends, which are based particular tax treatment. Persons should have regard to the risks on interpretations of current market conditions. Forward-looking outlined in this Presentation. statements including projections, indications or guidance on future Past performance earnings or financial position and estimates are provided as a Past performance information given in this Presentation is given general guide only and should not be relied upon as an indication for illustrative purposes only and should not be relied upon as or guarantee of future performance. (and is not) an indication of future performance. There can be no assurance that actual outcomes will not differ Not an offer materially from these statements. To the full extent permitted by This Presentation is not an offer or an invitation to acquire Mirvac law, Mirvac Group and its directors, officers, employees, advisers, Group stapled securities or any other financial products and is agents and intermediaries disclaim any obligation or undertaking not a prospectus, product disclosure statement or other offering to release any updates or revisions to the information to reflect document under Australian law or any other law. It is for information any change in expectations or assumptions. purposes only. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any ‘US person’ (as defined in Regulation S under the US Securities Act of 1933, as amended (Securities Act) (US Person)). Mirvac Group stapled securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US Person without being so registered or pursuant to an exemption from registration. MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 02 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

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EXECUTIVE SUMMARY
SECTION 1
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THE PENINSULA, BURSWOOD, WA
1
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MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 03
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ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION

EXECUTIVE SUMMARY

SECTION 1: EXECUTIVE SUMMARY

Mirvac entitlement offer and institutional placement (together the Offer ) to raise up to A$1.1 billion comprising

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— Underwritten institutional placement of A$152.5 million at A$1.00 per stapled security
— 5 for 9 entitlement offer at A$1.00 per stapled security comprising
— Underwritten institutional entitlement offer to raise approximately A$710.6 million
— Retail entitlement offer (not underwritten) to raise up to approximately A$236.9 million
> Equity raising significantly strengthens Mirvac’s balance sheet and liquidity profile
> Positions Mirvac to accelerate implementation of its existing, simplified strategy
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 04
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ISSUANCE RATIONALE

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SECTION 1: EXECUTIVE SUMMARY
> Enhances balance sheet strength and liquidity, which remain a key focus of investors
> Achieves target gearing and increases covenant headroom, after A$582m of expected
devaluations and impairments
— Balance sheet gearing reduced from 31.8% to 21.5% [ 1]
— Covenant gearing [ 2] reduced from 41.3% to 30.1% [ 1] vs. covenant of 55%
— FY10 ICR [ 3] is expected to be >3x vs. covenant of 2.25x
> Liquidity to fully fund all debt expiries and capital commitments to June 2011
> Positively impacts credit rating metrics
> Positions Mirvac to accelerate implementation of its existing, simplified strategy
— Capacity to increase earnings from Australian investment grade assets
— Focuses on existing profitable core Australian residential, large scale projects
1) Based upon A$863m underwritten component of the Offer (0% retail take-up).
2) (Total liabilities / total tangible assets).
3) Interest cover ratio covenant adjusted EBITDA / (interest expense per the P&L + lease expense).
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 05
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MIRVAC STRATEGY A SIMPLIFIED APPROACH

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SECTION 1: EXECUTIVE SUMMARY
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  • Investment — Secure recurring income through ownership of Australian investment grade assets — Active portfolio management, maximising returns — Recycle assets that face income, obsolescence or asset class risk > Development — Maintain pre-eminent residential brand and integrated development model — Focus on large scale projects with high barriers to entry — Expedite release of capital from first home buyer inventory and non-core projects — Secure next cycle residential product via capital efficient means > Investment Management — Finalise exit of non-core and unscaleable businesses — Expand hotel management in existing markets — Grow wholesale investor platform, supporting core competencies > Group — Retain corporate earnings to fund activities; driving future earnings growth — Earnings skewed to Australian Investment portfolio — normalised target 80% trust, 20% corporate — Refine operational processes, centralising Group activities MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 06 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

RECENT KEY ACHIEVEMENTS

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SECTION 1: EXECUTIVE SUMMARY
Group Capital management � > A$805m unsecured debt facility extended for 3 years
> Revised distribution policy
Business processes � > Simplified operational processes with recurring cost
savings in excess of A$25m p.a.
Investment Mirvac Property Trust � > 98.5% [ 1] Australian investment grade assets
> Strong underlying fundamentals – WALE, occupancy, rental growth
Development Australian residential � > Capital efficient restocking, for next residential cycle
> Repatriating capital back to the Group
Investment Management Hotel management and wholesale platform [�] > Domaine Property Funds — disposed> Aqua Funds — sale of management rights well progressed
> Hotel management platform — expansion
1) Percentage of Mirvac Property Trust book value as at 31 December 2008.
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ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION

BALANCE SHEET IMPACT

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SECTION 2
2
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MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009
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BALANCE SHEET IMPACT
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PAGE 08
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SECTION 2: BALANCE SHEET IMPACT

  • Equity raising significantly strengthens financial position — Balance sheet gearing reduced from 31.8% to 21.5%[ 1] — Covenant gearing[ 2] reduced from 41.3% to 30.1%[ 1]

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Pro forma balance sheet gearing Pro forma covenant gearing
(net debt / total tangible assets less cash) (total liabilities / total tangible assets)
60% 60%
Covenant = 55%
44.8%
40 40 41.3%
31.8% 34.6% 30.1%
26.4%
20 21.5% 17.7% 20
0 0
31 Dec 08 Pro forma Pro forma Pro forma 31 Dec 08 Pro forma Pro forma Pro forma
31 Dec 08 31-Dec-08 31-Dec-08 31 Dec 08 31-Dec-08 31-Dec-08
Post impairment [3] Post Offer [3] Post Offer [3] Post impairment [3] Post Offer [3] Post Offer [3]
(0% retail take-up) (100% retail take-up) (0% retail take-up) (100% retail take-up)
1) Based upon A$863m underwritten component of the Offer (0% retail take-up).
2) Mirvac has two major covenants: gearing (total liabilities / total tangible assets) of <55% and interest cover ratio (adjusted EBITDA / (interest expense per the P&L + lease expense)) of >2.25x.
3) Adjusted for expected impairments and devaluations.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 09
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EXPECTED ASSET IMPAIRMENTS AND DEVALUATIONS[1, 3]

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SECTION 2: BALANCE SHEET IMPACT
Investment Trust > Expected increase of 51bps in weighted average cap rate
(WACR) to 7.52% [ 2] A$240m
> Share of revaluations from equity accounted investments A$40m
Development Residential and > All projects reviewed, bringing forward exit assumptions
non-residential for non-core and unsold inventory; reducing capital
expenditure and accelerating capital release
> Non-core inventory impaired to achieve sales A$203m
> Complete and unsold inventory written down with revised
forecast sale prices A$40m
> Core projects written down due to revised revenue and sales
rate assumptions in development feasibilities A$8m
Investment Equity accounted > Review of equity accounted investments on a discounted
Management investments cash flow basis adjusted for lower future cash flows and
increased discount rates A$9m
Intangibles > Review of intangible assets reflecting reduction in future
cash flows and increased discount rates A$20m
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  • 1) Subject to finalisation of year end accounts and acceptance by Board.

  • 2) Based on Management estimate.

  • 3) For a full list of asset impairments and devaluations refer to Appendix A. MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 10

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

PRO FORMA STATEMENT OF FINANCIAL POSITION

SECTION 2: BALANCE SHEET IMPACT

Expected asset Other
impairments and pro forma Pro forma
31 Dec 08 devaluations1 adjustments2 Equity raising3 31 Dec 08
A$m A$m A$m A$m A$m
Assets
Cash and cash equivalents 27 (26) 1
Receivables 514 (62) 452
Inventories 1,783 (179) 1,604
Investment properties 3,300 (249) 3,051
Property, plant and equipment 620 (4) 616
Intangible assets 80 (20) 60
Investments accounted for using the equity method 489 (68) 421
Other assets 330 (130) 200
Total assets 7,143 (582) (156) 6,405
Liabilities
Borrowings 2,265 (67) (836) 1,362
Other liabilities 650 (103) 547
Total liabilities 2,915 (170) (836) 1,909
Net assets 4,228 (582) 14 836 4,496
NTA per security (A$)4 2.44 1.73
Balance sheet gearing (net debt / total tangible assets less cash)4 31.8% 21.5%
Covenantgearing(total liabilities / total tangible assets)4 41.3% 30.1%
1) Refer to page 31 for summary of expected asset impairments and devaluations.
2) Other pro forma balance sheet adjustments relate to mark-to-market and cancellation of derivative fnancial instruments as at 29 May 2009 together with foreign exchange rate
movements on US dollar denominated debt.
3) Equity raising pro forma adjustments based on underwritten institutional component of equity raising, adjusted for equity raising costs and assuming repayment of borrowing facilities
including early repayment of Medium Term Notes currently due for redemption in March 2010 (A$300m) and September 2010 (A$200m).
4) If based upon 100% retail take-up: NTA $1.67, balance sheet gearing 17.7%, covenant gearing 26.4%.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 11
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MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

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ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION

BALANCE SHEET SENSITIVITY

SECTION 2: BALANCE SHEET IMPACT

Mirvac’s covenant gearing of <55% can withstand significant asset value deterioration

Base case assumptions

  • Mirvac Property Trust WACR 7.52%[ 1] ; (WACR 7.01% at 31 December 2008)

  • All other pro forma adjustments and inventory impairments[ 2]

  • Capitalisation rate and inventory sensitivity

Assumed capitalisation rate expansion Base case +50bps +100bps +150bps
Implied capitalisation rate 7.52% 8.02% 8.52% 9.02%
Development inventorydevaluation2 0% 10% 15% 20%
Balance sheetgearing3 21.5% 22.8% 23.9% 25.0%
Covenantgearing(TL/TTA)3 30.1% 32.0% 33.5% 35.0%
Pro forma NTA3 A$1.73 A$1.58 A$1.47 A$1.38

1) Based on Management estimate.

2) For details see page 31. 3) Based upon A$863m underwritten component of the Offer (0% retail take-up). MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 12 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

LIQUIDITY PROFILE

SECTION 2: BALANCE SHEET IMPACT

Funding profile as at March 2009

  • Liquidity to meet all debt maturities and capital commitments in FY09, FY10 and FY11[ 1] — Assumes no asset sales
— Assumes no asset sales
Drawn Available Assumed Liquidity
Facility limit debt liquidity reduction movement
Fundingsource (A$m) (A$m) (A$m) (A$m) (A$m)
February2010 — Non recourse fund debt 37.0 32.5 4.5 (4.5)2 0.0
March 2010 – MTN 300.0 300.0 0.0 (300.0) (300.0)
June 2010 – Bank 45.0 42.2 2.8 (45.0) (42.2)
September 2010 – MTN 200.0 200.0 0.0 (200.0) (200.0)
June 2011 – Bank 1,162.5 442.5 720.0 (1,162.5) (442.5)
Facilities rolling post June 2011 1,456.2 1,456.2 0.0 0.0 0.0
Total 3,200.7 2,473.4 727.3 (1,712.0) (984.7)
Equityraise (net of costs) 836.11
Net cash fow after distributions (March 2009 to June 2011) 200.0
Fundingheadroom 51.4
Funding headroom would increase to the extent that existing debt facilities are refnanced
  • 1) Based upon A$863m underwritten component of the Offer (0% retail take-up). 2) As loan is non-recourse reduction assumes only available liquidity. MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 13 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

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OPERATING EARNINGS

SECTION 3

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YARRA’S EDGE, DOCKLANDS, VIC
3
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MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 14
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MIRVAC PROPERTY TRUST
UNDERPINS THE GROUP
SECTION 3: OPERATING EARNINGS
> MPT earnings are highly visible — 92.7% of FY10 reviews are fixed or CPI reviews [ 1]
> Commercial portfolio is 3.9% under-rented [ 1]
> Retail portfolio’s speciality occupancy cost of 13.0%, supports existing rents, with 4.3% [ 2]
moving annual turnover growth achieved [ 3]
> Approximately 57.6% of revenue derived from ASX listed, multinational and government tenants
MPT portfolio lease expiry profile [3] WALE (by area) [ 3]
Commercial 6.1yrs
100% Lettable area (m [2] )
Retail 5.7yrs
80 Industrial 4.9yrs
60 54.9% Total 5.6yrs
40 Top tenants (by gross income) [ 1]
20 ASX listed 43%
0 5.1% 1.3% 11.1% 7.0% 10.5% 10.2% Multinational 7%
Current FY09 FY10 FY11 FY12 FY13 Beyond Government 8%
vacancy
1) As at 31 December 2008.
2) Excludes Como retail centre and development affected properties.
3) As at 31 March 2009.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 15
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ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION

DEVELOPMENT DIVISION

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SECTION 3: OPERATING EARNINGS
Mirvac’s position as Australia’s pre-eminent residential developer is evidenced
by A$909.7m [ 1] in exchanged residential pre-sales contracts as at March 2009
3 month exchanged contract reconciliation
1H09 exchanged contracts A$955.0m [ 1]
Net settlements and exchanges A$(45.3)m
March 2009 exchanged contracts A$909.7m [ 1]
Forecast settlement of exchanged contracts [ 1]
A$500m A$500m
400 A$374.2 400
A$346.6
300 300 A$287.6
A$260.3 A$256.7
200 200
A$164.8
100 100 A$110.7
0 A$18.5 0
FY09 FY10 FY11 FY12 WA QLD VIC NSW
1) Total exchanged value as at 31 March 2009 adjusted for Mirvac’s share of joint venture interest and Mirvac managed funds.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 16
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DEVELOPMENT DIVISION

SECTION 3: OPERATING EARNINGS

Management expects FY09/FY10 Development Division operating earnings to be the low point of the cycle

— Top 10 projects make up 63% of Development Division’s budgeted FY10 EBIT — 39% of Development Division’s budgeted FY10 EBIT is contracted pre-sales Major projects substantially pre-sold, budgeted to settle in FY10 The Royal, Newcastle, NSW Stage 1A & B substantially pre-sold, 100% owned project Rhodes Waterside, NSW Project management fees on pre-sold component of Amarco (MWRDP) Tennyson Reach, QLD Softstone and Lushington substantially pre-sold, 100% owned The Peninsula, Burswood, WA Towers 4 & 5 substantially pre-sold, 50% JV with AusSuper Yarra’s Edge River Homes, VIC 100% pre-sales on project, 100% owned MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 17 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

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FY09 OPERATING EARNINGS GUIDANCE[ 1]

SECTION 3: OPERATING EARNINGS
Previous FY09 FY09 guidance FY09 guidance
guidance low range high range
Guidance by Division (A$m)2 (A$m) (A$m) Material drivers of change /performance
Investment (MPT) 243 239 239 Investment (MPT)
Development 22 16 27 Fall in forecast operating earnings from JVs and
associates, primarily MWHF and MREIT, A$4m
Investment Management (includingHotels) (19) (27) (25) Development
Corporate overheads,tax and eliminations (47) (38) (41) Possible deferred settlements on Tennyson
and the Point, Mandurah
NPAT 199 190 200 A$2m project management fees on substantially
pre-sold projects and the settlements of A$6m
EPS / DPS in exchanged contracts in NSW Homes Division
Trust EPS (cpss) 16.3 16.2 16.2 Investment Management (including Hotels)
Fall in revenue (design and management fees)
CompanyEPS (cpss) (2.9) (3.2) (2.6) in the UK due to project deferment, A$4m
GroupEPS (cpss) 13.4 12.9 13.6 Fall in Hotel Management revenues A$4m
DPS (cpss) 8 – 93 8 9 Corporate overheads, tax and eliminations
Additional cost saving initiatives, A$8m

1) Operating profit after tax adjusted for specific non-cash and other significant items. 2) FY09 guidance provided by Mirvac as announced to ASX on 5 November 2008. 3) Announced by Mirvac to ASX on 20 March 2009. MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 18 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

FY10 OPERATING EARNINGS GUIDANCE[ 1]

SECTION 3: OPERATING EARNINGS

Due to the current volatile market conditions, no FY10 guidance provided for the corporation Management do not expect FY10 corporate earnings to be materially different from the FY09 guidance range

FY09 revised FY10 pre-equity raising FY10 post-equity raising2
Guidance by division guidance (A$m) guidance (A$m) guidance (A$m)
Investment (MPT)1 239 241 287
EPS / DPS
MPT EPS (cpss) 16.2 13.7 11.1
DPS (cpss) 8 – 93 9.5 – 11 8 – 9
Key assumptions for MPT
Equityraised used to retire debt
No asset sales or acquisitions
Rental abatement allowance has been increased by 46%
Highproportion of fxed or CPI reviews and fullyear beneft of development completions offset byspecifc relettingassumptions
No signifcant deterioration in tenant defaults
FY10 budget assumes 18% decrease inprofts fromjoint ventures and associates4
1) Operating earnings of MPT after tax adjusting for specifc non-cash and other signifcant items.
2) Based upon A$863m underwritten component of the Offer (0% retail take-up). Assuming 100% retail take-up FY10 MPT EPS of 10.4 cpss and DPS 8 — 9 cpss.
3) Announced by Mirvac to ASX on 20 March 2009.
4) Preliminary MPT FY10 fund estimates.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 19
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ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION

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EQUITY RAISING
SECTION 4
NEXUS INDUSTRY PARK, PRESTONS, NSW
4
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 20
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THE OFFER
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SECTION 4: EQUITY RAISING

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Offer comprises entitlement offer and placement to raise up to A$1.1 billion at A$1.00
— Underwritten institutional placement of A$152.5 million
— 5 for 9 entitlement offer
— Underwritten institutional entitlement offer to raise approximately A$710.6 million
— Retail entitlement offer (not underwritten subject to Mirvac’s discretion) to raise up to approximately A$236.9 million
> New securities rank equally with existing securities from 24 June 2009 and will be entitled to receive the full September 2009
quarter distribution (new securities will not receive the June 2009 quarter distribution)
Offer pricing
24% discount to last close [ 1] 17% discount to 5 day VWAP [ 1] 42% discount to pro forma NTA
$1.40 $1.32 $1.40 $2.00
$1.20 $1.20 $1.20 $1.73 $1.67
$1.00 (24%) $1.00 $1.00 (17%) $1.00 $1.50
$0.80 $0.80 (42%) (40%)
$1.00 $1.00
$0.60 $0.60
$0.40 $0.40 $0.50
$0.20 $0.20
$0.00 $0.00 $0.00
Last close Issue price 5 day VWAP Issue price Pro forma NTA(0% retail take-up) [2] (100% retail take-up) [Pro forma NTA][3] Issue price
1) Pricing adjusted for accrual of 1.2 cpss distribution for the quarter ending 30 June 2009 which is at the high end of guidance of 8-9 cpss for the year ending 30 June 2009.
2) Based on underwritten component of equity raising only.
3) Based on underwritten component plus 100% retail take-up.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 21
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PEER COMPARISON

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SECTION 4: EQUITY RAISING
Balance sheet gearing Trading price discount / premium to NTA
40% 80%
34.6%
30 31.8% 28.8% 60 59%
20 21.5% 17.7% 21.0% 18.7% 40 42% 40% 37%
33%
10 20
0 0 3% (2)%
MGR MGR MGR DXS GPT SGP WDC MGR MGR MGR DXS GPT SGP WDC
pre post post pre post post
(0% retailtake-up) [1] (100% retailtake-up) [2] (0% retailtake-up) [1] (100% retailtake-up) [2]
Source: Respective company information. DXS, GPT and SGP based on full offer Source: Respective company information. Pricing data sourced from Iress as at 3 June 2009.
proceeds of recent capital raisings. MGR based on issue price.
1) Based on underwritten component of equity raising only. 1) Based on underwritten component of equity raising only.
2) Based on underwritten component plus 100% retail take-up. 2) Based on underwritten component plus 100% retail take-up.
Domestic / offshore asset exposure FY10 DPS yield comparison
100% 10%
80 29% 16% 3% 8 8.5% 8.3% 7.8% 7.7%
60 58% 6 6.6%
40 99% 71% 84% 97% 4
20 42% 2
0 0
MGR DXS GPT SGP WDC MGR DXS GPT SGP WDC
Source: Respective company information. MGR Domestic Source: Bloomberg consensus forecast, pricing data sourced from Iress as at 3 June 2009.
Domestic assets MGR based on midpoint of FY10 DPS guidance and issue price.
Offshore assets
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 22
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INDICATIVE TIMETABLE

SECTION 4: EQUITY RAISING

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Institutional offer opens 11am (Sydney time) on 4 June 2009
Institutional offer closes 10am (Sydney time) on 5 June 2009
Institutional allocations advised 5 June 2009
Record date to determine right to participate in entitlement offer 7pm (Sydney time) on 10 June 2009
Retail entitlement offer opens 9am (Sydney time) on 15 June 2009
Initial retail acceptance due date 5pm (Sydney time) on 18 June 2009
Settlement of institutional offer via DVP 23 June 2009
Institutional and initial retail allotment 24 June 2009
Trading commences on new securities allotted under initial allotment 24 June 2009
Retail entitlement offer closes 5pm (Sydney time) on 30 June 2009
Final retail allotment 9 July 2009
Trading commences of new securities allotted under final retail allotment 10 July 2009
Note: All dates and times are indicative only and may be changed without notice.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 23
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ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION

SUMMARY

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SECTION 4: EQUITY RAISING
> Equity raising significantly strengthens balance sheet and liquidity profile
— Balance sheet gearing of 21.5% [ 1]
— Covenant gearing of 30.1% [ 1]
— FY10 ICR [ 2] is expected to be > 3 x vs. covenant of 2.25x
— Liquidity to meet forecast debt maturities and capital commitments to June 2011 [ 1]
> Earnings are underpinned by
— Secure, recurring rental income from Australian investment grade assets
— A$909.7 million of exchanged residential pre-sales contracts
> Mirvac is well placed to benefit from expected recovery in Australian residential market
> Mirvac is positioned for market opportunities consistent with its simplified strategy
— Australian investment grade assets
— Committed to increase Australian investment earnings
— Australian residential development refocused on core, large scale projects
1) Based upon A$863m underwritten component of the Offer (0% retail take-up).
2) Interest cover ratio covenant adjusted EBITDA / (interest expense per the P&L + lease expense).
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 24
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KEY RISKS
SECTION 5
5
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KEY RISKS

SECTION 5: KEY RISKS

Mirvac specific risks General risks > Funding > General economic conditions > Market price > Regulatory issues and changes in law > Credit ratings > Unemployment rate > Refinancing requirements > Inflation and construction costs > Interest rates > Property market > Debt covenants > Competition > Realisation of assets > Insurance > Investment in Funds and joint ventures > Environmental matters > Employees > Taxation implications > Customers > Changes in accounting policy > Counterparty / credit > Fixed nature of significant costs > Forward looking statements / forecasts > Change in value and income of investment properties > Acquisitions > Development > Litigation and disputes > Occupational Health and Safety Further details on each of the key risks are set out in Appendix B MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 26 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

APPENDIX A

APPENDIX A

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THE ROYAL, NEWCASTLE, NSW
A
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ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION

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HOUSING AFFORDABILITY
APPENDIX A
> Affordability significantly improved by 425bp cut to cash rate
> Consensus expectations for another 50bp reduction
Proportion of family income to meet loan repayments [1]
50% NSW QLD WA VIC
Mirvac forecast [2]
40%
30%
20%
10%
Sep 97 Sep 99 Sep 01 Sep 03 Sep 05 Sep 07 Sep 09
1) REIA December Quarter 2008, RBA Bulletin Statistics, Mirvac Research.
2) Forecast made up of a 25bp cut in the cash rate in August of which 40% (10bps) is passed through to mortgage rates.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 28
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UNDER SUPPLY
APPENDIX A
> Growing shortage of housing across all states, greatest in NSW
> Around two years’ under-supply of housing forecast for NSW by mid-2009 (ANZ Bank) –
and 185,000 dwelling shortfall nationally
Underlying demand for housing – Australia Housing market undersupply
300’000 Dwelling completions Underlying demand 30.0 Months 2008 2010
Shortage/surplus Forecast
200 22.5
100 15.0
0 7.5
-100 0
1994 1996 1998 2000 2002 2004 2006 2008 2010 NSW VIC QLD WA
Source: ANZ.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 29
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RENTAL MARKET AND VACANCY

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APPENDIX A
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  • Vacancy rates are now at historical lows and well below the 3% rate that is generally considered equilibrium

  • Low vacancies have driven substantial rises in rents across the major cities

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Rising rents and falling vacancies combined with falling interest rates are key drivers of investment
demand – wealth levels and confidence continue to be negative
Vacancy rates Rental growth
5 Per cent p.a. (%) Sydney Melbourne 40 Per cent p.a. (%) Sydney Melbourne
Brisbane Perth Brisbane Perth
4 30
20
3 Market balance indicator
10
2
0
1 -10
0 -20
Dec 02 Dec 03 Dec 04 Dec 05 Dec 06 Dec 07 Dec 08 Dec 02 Dec 03 Dec 04 Dec 05 Dec 06 Dec 07 Dec 08
Source: REIA.
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EXPECTED ASSET IMPAIRMENTS AND DEVALUATIONS[ 1]

AND DEVALUATIONS1
APPENDIX A
Investment
Investment Development Management Total
A$m A$m A$m A$m
Investment Properties
> Expected increase of 51bps in weighted average cap rate (WACR) to 7.52%
240
240
> Write down in value of investment in ASFI classifed as Investment Properties 9 9
Total Investment Properties 249
Inventory
> Non-core inventory 143 143
> Complete and unsold inventorywritten down with revised forecast saleprices 36 36
Total Inventory 179
Receivables
> Non-core development projects structured as loans 49 1 50
> Write down of receivable balances 12 12
Total Receivables 62
Investments accounted for using equity method
> Non-core development projects 11 11
> Unsold development projects 4 4
> Core development projects 8 8
> Share of revaluations from equity accounted investments 28 28
> Other equityaccounted investments 8 9 17
Total Investments Accounted for Using Equity Method 68
Intangible assets 20 20
Property, plant and equipment 4 4
Total 292 251 39 582
1) Subject to fnalisation of year end accounts and acceptance by Board.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 31
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ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION

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APPENDIX B
RISKS
APPENDIX B
THE PENINSULA, BURSWOOD, WA
B
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RISKS — MIRVAC SPECIFIC
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APPENDIX B: RISKS

Funding Debt covenants The real estate investment and development industry tends to be highly capital Mirvac has various covenants in relation to its debt facilities, including interest intensive. The ability of Mirvac to raise funds on favourable terms for future cover and gearing ratio requirements. Factors such as falls in asset values and refinancing, development and acquisitions depends on a number of factors the inability to achieve timely asset sales at prices acceptable to Mirvac could including general economic, political, capital and credit market conditions. The lead to a breach in debt covenants. In such an event, Mirvac’s lenders may inability of Mirvac to raise funds on favourable terms for future acquisitions, require their loans to be repaid immediately. developments and refinancing could adversely affect its ability to acquire or develop new properties or refinance its debt. Realisation of assets Property assets are by their nature illiquid investments. This may make it difficult Market Price to alter the balance of income sources in the Group in the short term in response The market price of Mirvac securities will fluctuate due to various factors to changes in economic or other conditions. including general movements in interest rates, the Australian and international general investment markets, economic conditions, global geo-political events Investment in Funds and Joint Ventures and hostilities, investor perceptions and other factors that may affect the Mirvac holds interests in a range of Funds and Joint Ventures. The net asset Group’s financial performance and position. The market price of Mirvac value of Mirvac’s investment in Funds and Joint Ventures may decrease if the securities could trade on ASX at a price below their issue price. value of the property assets in those funds or Joint Ventures were to decline. Mirvac also derives income from providing property and funds management Credit Ratings services to these entities. A number of the Funds’ and Joint Ventures’ bank loans The price of Mirvac securities and Mirvac’s ability to access debt at a reasonable have gearing and other financial covenants. The borrowings of these entities are cost may be affected by a ratings downgrade. primarily non-recourse to Mirvac. Refinancing requirements Employees Mirvac is exposed to risks relating to the refinancing of existing debt instruments The Group is reliant on retaining and attracting quality senior executives and and facilities. As outlined on page 13, Mirvac has a number of debt facilities other employees. The loss of the services of any of Mirvac’s senior management maturing over the coming years. Mirvac may experience some difficulty in or key personnel, or the inability to attract new qualified personnel, could refinancing some or all of these debt maturities. The terms on which they are adversely affect the Group’s operations. refinanced may also be less favourable than at present. Customers Interest rates Insolvency or financial distress of Mirvac’s tenants may reduce the income Adverse fluctuations in interest rates, to the extent that they are not hedged received from its assets. or forecast, may impact Mirvac’s earnings and asset values due to any impact on property markets in which the Group operates. Counterparty/credit Third parties, such as tenants, developers and other counterparties to contracts may not be willing or able to perform their obligations to the Group. MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 33 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS

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RISKS — MIRVAC SPECIFIC

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APPENDIX B: RISKS
Fixed nature of significant costs Tenants may default on their rent or other contractual obligations, leading
Significant expenditures associated with each investment, such as mortgage to a reduction in income from, or capital losses to the value of, those assets.
payments, maintenance costs, employee costs and taxes are generally not Additionally, it may not be possible to negotiate lease renewals or maintain
reduced when circumstances cause a reduction in income from investment. existing lease terms, which may also adversely impact income and book values.
The value of an asset owned by Mirvac may be adversely affected if the income
from the asset declines and other related expenses remain unchanged. Mirvac is exposed to the risk that third parties, including tenants, developers,
service providers and counterparties to financial derivatives (including interest
Forward looking statements and financial forecasts rate hedging and foreign exchange instruments) may not be willing or able to
There can be no guarantee that the assumptions and contingencies contained perform their obligations.
within forward looking statements, opinions or estimates (including projections,
guidance on future earnings and estimates) will ultimately prove to be valid or Acquisitions
accurate. The forward looking statements, opinions and estimates depend on A key element of Mirvac’s future strategy will involve the acquisition of
various factors, many of which are outside the control of the Group. properties to add to its property portfolio. Whilst it is Mirvac’s policy to conduct
a thorough due diligence process in relation to any such acquisition, risks
Change in value and income of investment properties remain that are inherent in such acquisitions.
Returns from investment in properties largely depend on the rental income
generated from the property and the expenses incurred in its operation, Development
including the management and maintenance of the property as well as the The Group is involved in the development of residential and non-residential
changes in the market value of the property. Rental income and/or the market real estate. Generally, property development projects have a number of
value of properties may be adversely affected by a number of factors, including: risks including:
a) the overall conditions in the national and local economy, including risk > the risk that planning consents and regulatory approvals are not obtained
appetite and the funding environment; or, if obtained, are received later than expected, or are adverse to Mirvac’s
b) local real estate conditions, including volumes of sales and the ability to interests, or are not properly adhered to;
procure tenants; > the escalation of development costs beyond those originally expected;
c) the perception of prospective customers regarding attractiveness and > unforeseeable project delays beyond the control of Mirvac;
convenience of properties and the intensity of competition with other > anticipated sales prices or timing on antipicated sales are not achieved;
participants in the real estate industry; > the default of pre-sales on projects, which are not guaranteed;
d) the convenience and quality of properties; > non-performance or breach of contract by a contractor or sub-contractor; and
e) operating, maintenance and refurbishment expenses, as well as unforeseen > competing development projects adversely affecting the overall return
capital expenditure; achieved by Mirvac developments.
f) supply of developable land, new properties and other investment properties;
g) investor demand/liquidity in investments; and
h) the capitalisation rates considered appropriate by independent valuers,
which may change in response to market conditions.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 34
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RISKS — MIRVAC SPECIFIC

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APPENDIX B: RISKS
A sustained downturn in property markets caused by any further deterioration General economic conditions
in the economic climate could result in reduced development profits through The Group’s operating and financial performance is influenced by a variety
reduced selling prices or delays in achieving sales. of general economic and business conditions, including the level of inflation,
interest rates, exchange rates, commodity prices, ability to access funding,
Increases in supply or falls in demand in any of the sectors of the property oversupply and demand conditions and government fiscal, monetary and
market in which Mirvac operates or invests could influence the acquisition of regulatory policies. Prolonged deterioration in these conditions, including an
sites, the timing and value of sales and carrying value of projects. The residential increase in interest rates, an increase in the cost of capital or a decrease in
property market in particular may be adversely affected by declining consumer consumer demand, could have a materially adverse impact on the Group’s
sentiment. In the short term this may affect, for example, project enquiry operating and financial performance. This risk is heightened in the current
levels or rates of sale. In the medium-term factors such as the oversupply uncertain economic environment.
or undersupply of various markets may materially impact Mirvac’s
development operations. Regulatory issues and changes in law
The financial performance of property trusts, developers and constructors
A number of factors affect the earnings, cashflows and valuations of Mirvac’s may be materially affected by adverse changes in laws or other government
commercial property development, including construction costs, scheduled regulation. Changes in government policy (including fiscal, monetary and
completion dates, estimated rental income and occupancy levels and the ability regulatory policies at federal, state and local levels), including policies on
of tenants to meet rental and other contractual obligations. government land development, public housing, immigration and first homebuyer
Litigation and disputes assistance and delays in the granting of approvals or the registration of
Legal and other disputes (including industrial disputes) may arise from time to subdivision plans may affect the amount and timing of Mirvac’s future profits.
time in the ordinary course of operations. Any such dispute may impact earnings In particular, a reduction to the current level of the First Home Owners’ Boost
or affect the value of Mirvac’s assets. may impact the demand for Mirvac’s residential projects. In addition, there is
a risk that the current heightened level of activity in the first home owners’
Occupational, Health and Safety (OH&S) market has been driven by expectations of a reduction in incentives after 30
If the Group fails to comply with necessary OH&S legislative requirements September 2009 and demand levels may fall after that date. This impact could
across the jurisdictions in which Mirvac operates, it could result in fines, penalties be experienced through a reduction in the number of lots sold, the value of lots
and compensation for damages as well as reputational damage to the Group. sold and profit achieved.
State government and/or council development contributions may be introduced
in jurisdictions or increased, impacting land values and profitability of projects.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 35
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RISKS — MIRVAC SPECIFIC

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APPENDIX B: RISKS
Unemployment rate Insurance
Sales in residential projects may be negatively impacted by a sustained increase Property trusts, developers and constructors generally enter into contracts of
in the unemployment rate in Australia, particularly in key markets where Mirvac insurance that provide a degree of protection over assets, liabilities and people.
has residential projects. This impact could be through a reduction in the number While such policies typically cover against material damage to assets, contract
of lots sold, in the value of lots sold and profit achieved. works, business interruption, general and professional liability and workers
compensation, there are certain risks that can not be mitigated by insurance,
Inflation and construction costs either wholly or in part, such as nuclear, chemical or biological incidents or risks
Higher than expected inflation rates generally, or specific to the residential where the insurance coverage is reduced or unavailable, such as cyclones or
development industry in particular, could be expected to increase operating earthquakes. Property trusts, developers and constructors also face the risk that
costs and development costs and potentially reduce the value of development insurers may not be able to meet indemnity obligations if and when they fall due,
land. These cost increases may be offset by increased selling prices. which could have an adverse effect on earnings.
Property market risks Further, insurance may be materially detrimentally affected by the current
Mirvac will be subject to the prevailing property market conditions in the global downturn such that insurance becomes more expensive or in some cases,
countries and sectors in which it operates. Adverse changes in market sentiment becomes unavailable.
or market conditions may impact Mirvac’s ability to acquire, manage or develop
assets, as well as the value of Mirvac’s properties, inventories and other assets. Environmental matters
These impacts could lead to a reduction in earnings and the carrying value of Property trusts, developers and constructors are exposed to a range of
assets. environmental risks which may result in additional expenditure and/or project
delays. They may be required to undertake remedial works and potentially be
Competition exposed to third party liability claims, fines and penalties, or other liabilities.
Mirvac may be negatively affected by oversupply or overdevelopment,
or to prices for existing properties or services being inflated via competing Taxation implications
bids by prospective purchasers. You should be aware that future changes in Australian taxation law, including
changes in interpretation or application of the law by the courts or taxation
authorities in Australia, may affect taxation treatment of an investment in
Mirvac securities, or the holding and disposal of those securities. Further,
changes in tax law, or changes in the way tax law is expected to be interpreted,
in the various jurisdictions in which Mirvac operates, may impact the future
tax liabilities of the Group.
Changes in accounting policy
The Group is subject to the usual business risk that there may be changes
in accounting policies which have an adverse impact on the Group.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 36
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF US PERSONS
APPENDIX C
FOREIGN JURISDICTIONS
APPENDIX C
WAVERLEY PARK, VIC
C
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FOREIGN JURISDICTIONS

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APPENDIX C: FOREIGN JURISDICTIONS
New Zealand Canada
This Presentation does not constitute a prospectus or investment statement and This Presentation constitutes an offering of the stapled securities described
has not been registered, filed with or approved by any New Zealand regulatory herein only in those jurisdictions of Canada and to those persons where and
authority under or in connection with the Securities Act 1978 (New Zealand). to whom they may be lawfully distributed in Canada, and therein only by
authorized persons. This Presentation is not, and under no circumstances
This Presentation is being distributed in New Zealand only to, (a) persons whose is to be construed as, an advertisement or a public offering of the stapled
principal business is the investment of money or who, in the course of and for securities referred to in this document in Canada. This Presentation must only
the purposes of their business, habitually invest money; (b) persons who are each required to pay a minimum subscription price of at least NZ$500,000 be distributed in Canada to persons that are “accredited investors” within the meaning of National Instrument 45-106 - Prospectus and Registration
for the securities before the allotment of those securities; or (c) persons to Exemptions (“ NI 45-106 ”) of the Canadian Securities Administrators.
whom securities may be offered in New Zealand pursuant to the Securities Act
(Overseas Companies) Exemption Notice 2002. Under the institutional offer, new No securities commission or similar authority in Canada has reviewed or in
stapled securities are not being offered to any other person in New Zealand. Any any way passed upon the this Presentation or the offering of stapled securities
investor who acquires stapled securities under the institutional offer must not, in the Offer or the merits of the stapled securities described herein and any
in the future, sell those stapled securities in a manner that will, or that is likely representation to the contrary is an offence.
to, result in the sale of the stapled securities being subject to the New Zealand
Securities Act 1978 or that may result in Mirvac or its Directors incurring any No prospectus has been or will be filed in Canada with respect to the offering
liability whatsoever. of stapled securities in the Offer or with respect to the resale of such stapled
securities. As such, any person in Canada lawfully participating in the Offer will
United States not receive the information, legal rights and protections that would be afforded
This Presentation does not constitute an offer, invitation or recommendation to such persons had a prospectus been filed and receipted by the applicable
to subscribe for or purchase any security and neither this Presentation nor securities commission or similar authority in Canada. Any resale of the stapled
anything contained in it shall form the basis of any contract or commitment. In securities must be made in accordance with applicable Canadian securities laws.
particular, this Presentation does not constitute an offer to sell, or solicitation
of an offer to buy securities in the United States or to any “U.S. Person” as Germany
defined in Regulation S under the Securities Act of 1933, as amended (the “U.S. No offer in respect of the new stapled securities will be made in Germany, other
Securities Act”). This Presentation may not be distributed or released in the than to qualified investors as defined in Sec. 2 No. 6 of the German Securities
United States or to, or for the account or benefit of, any U.S. Person. Prospectus Act (Wertpapierprospektgesetz) or in circumstances where the
offer of new stapled securities is exempt from the publication of a prospectus
The stapled securities in the proposed offering have not been and will not be according to the German Securities Prospectus Act.
registered under the U.S. Securities Act, or under the securities laws of any state
or other jurisdiction of the United States. Therefore, neither this Presentation nor any accompanying letter or
other document has been or will be submitted for approval to the
Accordingly, the stapled securities in the proposed offering may not be offered, Federal Financial Services Supervisory Authority (Bundesanstalt für
or sold, directly or indirectly, within the United States or to, or for the account or Finanzdienstleistungsaufsicht) and accordingly no such document may be
benefit of U.S. Persons, except in a transaction exempt from, or not subject to, communicated to the public in Germany in any form and by any means. Any
the registration requirements of the U.S. Securities Act and applicable U.S. state offer or solicitation within Germany made in connection with the new stapled
securities laws. securities must be in full compliance with the German Securities Prospectus
Act and the German Investment Act (Investmentgesetz).
By accepting this Presentation, you agree to be bound by the foregoing limitations.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 38
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FOREIGN JURISDICTIONS

APPENDIX C: FOREIGN JURISDICTIONS

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United Kingdom The Netherlands
This Presentation is only being distributed to, and is only directed at, persons in The new stapled securities and entitlements may only be offered, sold,
the United Kingdom that are qualified investors and are either: (i) investment transferred or delivered at any time by anyone in or from the Netherlands
professionals falling within Article 19(5) of the Financial Services and Markets as part of their initial distribution or any time thereafter, directly or indirectly
Act 2000 (Financial Promotion) Order 2005 (the “FSMA Order”); or (ii) high net to qualifying investors (gekwalificeerde beleggers) as such term is defined in
worth entities or other persons falling within Article 49(2)(a) to (d) of the FSMA Section 1:1 of the Act on Financial Supervision (Wet op het financieel toezicht),
Order (all such persons together being referred to as “Relevant Persons”). This including – but not limited to – banks, brokers, dealers, and institutional investors
Presentation and its contents are confidential and should not be distributed, holding a license or being otherwise regulated to be active on the financial
published or reproduced (in whole or in part) or disclosed by recipients to markets or undertakings whose only corporate object is investing in securities.
any other person in the United Kingdom as this may contravene the Financial
Services Markets Act 2000 (“FSMA”). Any investment or investment activity to which this Presentation relates is available in the United Kingdom, to Relevant The offeror is not obliged to obtain a licence with respect to the offer of an interest in a collective investment scheme under the law and is not under
Persons only. Any person in the United Kingdom that is not a Relevant Person supervision of the AFM.
should not act or rely on this Presentation or any of its contents. Norway
Switzerland This Presentation has not been approved by, or registered with, any Norwegian
The new stapled securities and entitlements may not be offered or sold in securities regulators pursuant to the Norwegian Securities Trading Act of
Switzerland except in circumstances that will not result in the offer of the new 29 June 2007, as amended. This Presentation and any other materials in
stapled securities or the entitlements being a public offering in Switzerland connection with the offer relating to Norway have not been approved or
pursuant to article 652a of the Swiss Code of Obligations (“CO”) or article 3 of disapproved by, or registered with the Oslo Stock Exchange, the Norwegian
the Swiss Collective Investment Schemes Act (“CISA”). Accordingly, neither this FSA, the Norwegian Registry of Business Enterprises or any other Norwegian
Presentation nor any accompanying letter or other document relating to the authority. Accordingly, neither this Presentation nor any other offering material
new stapled securities or the entitlements has been or will be submitted to the relating to the offering of the new stapled securities and entitlement constitutes,
Swiss Financial Market Supervisory Authority FINMA and investors will not be or shall be deemed to constitute, an offer to the public in Norway within the
protected by the provisions of the CO, the CISA or any other Swiss law. Neither meaning of the Norwegian Securities Trading Act of 2007. The new stapled
this Presentation nor any accompanying letter or other document relating to the securities and entitlements may not be offered or sold, directly or indirectly,
new stapled securities or the entitlements constitute a prospectus pursuant to in Norway except;
article 652a CO or any other Swiss law. (i) in respect of an offer of new stapled securities and entitlements addressed
to investors subject to a minimum purchase of new stapled securities and
entitlements for a total consideration of not less then Ð50,000 per investor;
(ii) to “professional investors” as defined in the Norwegian Securities
Regulation of 29 June 2007 no. 876, being;
(A) legal entities which are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose corporate
purpose is solely to invest in securities;
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 39
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ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION

FOREIGN JURISDICTIONS

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APPENDIX C: FOREIGN JURISDICTIONS
(B) any legal entity which is registered as a professional investor with the The new stapled securities and entitlements are not issued in the French
Oslo Stock Exchange (No. Oslo Børs) and which has two or more of; (1) Republic and the new stapled securities and entitlements may not be offered or
an average of at least 250 employees during the last financial year; sold nor will be offered or sold to the public in the French Republic and neither
(2) a total balance sheet of more than Ð43,000,000; (3) an annual net this Presentation nor any other material or other material or information
turnover of more than Ð50,000,000, as shown in its last annual or relating to the new stapled securities may be released, issued or distributed,
consolidated accounts; caused to be released, issued or distributed, to the public in France, or used
in connection with any offering of the new stapled securities to the public in
(C) any natural person which is registered as a professional investor with France, except that the new stapled securities and entitlements may be offered
the Oslo Stock Exchange (No. Oslo Børs) and which has two or more of; exclusively to (i) persons licensed to provide the investment service of portfolio
(1) an average execution of at least ten – 10 – transactions in securities management for the account of third parties (personnes fournissant le service
of significant volume per quarter for the last four quarters; (2) a d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii)
portfolio of securities with a market value of at least Ð500,000; (3) qualified investors (investisseurs qualifiés) or a restricted group of investors
worked or works, for at least one – 1 – year, within the financial markets (cercle restreint d’investisseurs) provided that the said investors act for their own
in a position which presuppose knowledge of investing in securities; account, all as defined and in accordance with Article L. 411-1 and L. 411-2 II of the
(iii) to fewer than 100 natural or legal persons (other than ‘professional French Code Monétaire et Financier and applicable regulations thereunder.
investors’ as defined in the Norwegian Securities Regulation of 29 June Prospective investors are informed that (i) such prospective investors may
2007 no. 876), subject to obtaining the prior consent of the underwriter for only take part in the transaction solely for their own account, as provided in
any such offer; Articles D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French
(iv) in any other circumstances provided that no such offer of new stapled Code Monétaire et Financier and (ii) the new stapled securities and entitlements
securities and entitlements shall result in a requirement for the registration, may not be further distributed, directly or indirectly, to the public in the French
or the publication by Mirvac or the underwriter of a prospectus pursuant to Republic otherwise than in accordance with Article L. 411-1, L. 411-2 II, L. L.
the Norwegian Securities trading Act of 29 June 2007. 412-1 and L.621-8 to L.621-8-3 of the French Code Monétaire ét Financier and
applicable regulations thereunder.
France
Prospective investors are informed that no prospectus (including any Belgium
amendment, supplement of replacement thereto) has been or will be prepared in The new stapled securities and entitlements may only be offered, sold,
connection with the offering of the new stapled securities and entitlements that transferred or delivered at any time by anyone in or from Belgium as part of
has been approved by the Autorité des marchés financiers or by the competent their initial distribution or any time thereafter, directly or indirectly to qualified
authority of another State that is contracting party to the agreement on the investors (investisseurs qualifiés / gekwalificeerde beleggers) as such term is
European Economic Area and notified to the Autorité des marches financiers. defined in article 10 of the Belgian law on public offers of investment instruments
No prospectus subject to the approval (visa) of the French market Authority (loi relative aux offres publiques d’instrument de placement / wet op de
(Autorité des Marchés Financiers) has been, or will be, prepared in connection openbare aanbieding van beleggingsinstrumenten), including - but not limited
with the new stapled securities. to - credit institutions, investment firms, insurance companies, undertakings
for collective investment and their management companies, pension funds and
their management companies.
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 40
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FOREIGN JURISDICTIONS
APPENDIX C: FOREIGN JURISDICTIONS
Ireland The Offer is made in reliance on certain exemptions under the SFA, and is not
This Presentation and any other materials in connection with the Offer relating made in or accompanied by a prospectus that is registered by the Monetary
to Ireland do not constitute a prospectus within the meaning of Part 5 of the Authority of Singapore (the “Authority”). Conversely, this Presentation has not
Investment Funds, Companies and Miscellaneous Provisions Act 2005 of been and will not be registered as a prospectus with the Authority. Accordingly,
Ireland. No offer of stapled securities to the public is made, or will be made, that this Presentation and any other document or material in connection with the
requires the publication of a prospectus pursuant to Irish prospectus law (within offer or sale, or invitation for subscription or purchase, of new stapled securities
the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous may not be circulated or distributed, nor may new stapled securities be offered
Provisions Act 2005 of Ireland) in general, or in particular pursuant to the or sold, or be made the subject of an invitation for subscription or purchase,
Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland. No prospectus whether directly or indirectly, to persons in Singapore other than (i) to an
will be prepared in relation to the Offer of new stapled securities for the institutional investor under Sections 274 or 304 of the SFA (ii) to a relevant
purposes of the Prospectus (Directive 2003/71/EEC) Regulations 2005 (the person pursuant to Section 275(1) or 305(1), or any person pursuant to Section
“Prospectus Regulations”). This Presentation is being distributed to less than 275(1A) or 305(2), and in accordance with the conditions specified in Section
100 persons in the Republic of Ireland and accordingly there is no requirement 275 or 305, of the SFA (as the case may be) or (iii) otherwise pursuant to, and in
to publish a prospectus under the Prospectus Regulations. accordance with the conditions of, any other applicable provision of the SFA.
This Presentation has not been approved, reviewed or registered with the Irish Where new stapled securities are subscribed or purchased under Sections 275
Financial Services Regulatory Authority. or 305 of the SFA by a relevant person which is:
This Presentation does not constitute investment advice or the provision of (i) a corporation (which is not an accredited investor (as defined in Section 4A
investment services within of the SFA)) the sole business of which is to hold investments and the entire
share capital of which is owned by one or more individuals, each of whom is
the meaning of the European Communities (Markets in Financial Instruments) an accredited investor; or
Regulations 2007 of Ireland (as amended) or otherwise. Mirvac is not an
authorised investment firm within the meaning of the European Communities (ii) a trust (where the trustee is not an accredited investor) whose sole purpose
(Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) is to hold investments and each beneficiary of the trust is an individual who
and the recipients of this Presentation should seek independent legal and is an accredited investor,
financial advice in determining their actions in respect of or pursuant to this
Presentation. then the securities (as defined in Section 2 of the SFA) of that corporation or the
beneficiaries’ rights and interest (howsoever described) in that trust shall not be
Singapore transferred within 6 months after that corporation or that trust has acquired the
The Offer which is the subject of this Presentation is not allowed to be made to new stapled securities pursuant to an offer made under Sections 275 or 305 except:
the retail public. This Presentation is not a prospectus as defined in the Securities
and Futures Act (Cap 289) of Singapore (the “SFA”). Accordingly statutory liability (iii) to an institutional investor or to a relevant person as defined in Sections
under that Act in relation to the content of prospectuses would not apply. You 275(2) or 305(5) of the SFA, or to any person pursuant to an offer that
should consider carefully whether the investment is suitable for you. is made on terms that such securities of that corporation or such rights
and interest in that trust are acquired at a consideration of not less than
S$200,000 (or its equivalent in a foreign currency) for each transaction,
whether such amount is to be paid for in cash or by exchange of securities
or other assets, and further (in the case of the corporation), the transfer of
securities of that corporation arise from an offer made in accordance with
the conditions specified in Section 275(1A) of the SFA;
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 41
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APPENDIX C: FOREIGN JURISDICTIONS
(iv) where no consideration is or will be given for the transfer; or The information relating to the offering contained herein may not be used other
than by the person to whom it is addressed and may not be reproduced in any
(v) where the transfer is by operation of law. form or transferred to any person in Hong Kong.
Hong Kong This Offer is not an offer for sale to the public in Hong Kong and it is not the
Important information for ‘professional’ and other legally permitted intention of Mirvac that the new stapled securities be offered for sale to the
Hong Kong investors public in Hong Kong.
WARNING United Arab Emirates
This Presentation has not been, and will not be:
The contents of this Presentation has not been reviewed or approved by any
regulatory authority in Hong Kong. Recipients are advised to exercise caution (i) lodged or registered with, or reviewed or approved by, the Emirates
in relation to any offer of new stapled securities by Mirvac. If Recipients are in Securities and Commodities Authority (“ESCA”), the Dubai Financial Services
any doubt about any of the contents of this Presentation, they should obtain Authority (“DFSA”), the United Arab Emirates (“UAE”) Central Bank or any
independent professional advice. other governmental authority in the UAE, any Emirate within the UAE or any
free zone within an Emirate of the UAE (“UAE Jurisdiction”); or
The new stapled securities have not been offered or sold and will not be offered
or sold in Hong Kong, by means of any document other than: (ii) authorised or licensed for distribution in any UAE Jurisdiction, and the
information contained in this Presentation does not, and is not intended to,
(i) to “professional investors” as defined in the Securities and Futures constitute an offer of securities in any UAE Jurisdiction.
Ordinance (Cap.571) of Hong Kong and any rules made under that
ordinance; or The new stapled securities have not been, and will not be:
(ii) in other circumstances which do not result in the document being a (iii) registered with ESCA, DFSA, UAE Central Bank or any other governmental
“prospectus” as defined in the Companies Ordinance (Cap.32) of Hong Kong authority in any UAE Jurisdiction; or
or which do not constitute an offer to the public within the meaning of that ordinance. (iv) authorised or licensed for offering, marketing, issue or sale, directly or indirectly, in any UAE Jurisdiction.
Further, no person shall issue or have in its possession for the purpose of issue, Accordingly, the new stapled securities are not being, and will not be, offered,
whether in Hong Kong or elsewhere, any advertisement, invitation or document issued or sold in any UAE Jurisdiction, and this Presentation is not being, and will
relating to the new stapled securities, which is directed at, or the contents of which not be, distributed in any UAE Jurisdiction.
are likely to be accessed or read by, the public in Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other than with respect to new The offering, marketing, issue and sale of the new stapled securities and
stapled securities which are or are intended to be disposed of only to persons distribution of this Presentation is being made in, and is subject to the laws,
outside Hong Kong or only to “professional investors” as defined in the Securities regulations and rules of, jurisdictions outside of the UAE Jurisdictions.
and Futures Ordinance (Cap.571) and any rules made under that ordinance.
Recipients of this Presentation must abide by this restriction and not distribute
this Presentation in breach of this restriction.
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GLOSSARY

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Term Meaning
A$ All dollar values are in Australian dollars
AREIT Australian Real Estate Investment Trust
ASFI Australian Sustainable Forestry Investors
ASX Australian Securities Exchange or ASX Limited or the financial market which it operates as the case requires
AusSuper Australian Super
Cap rate Capitalisation rate
Covenant Gearing Gearing limits that are contained in Mirvac’s debt facility
CPI Consumer price index
cpss Cents per stapled security
DPS Distribution per stapled security
DVP Delivery versus payment
DXS Dexus Property Group
EBITDA Earnings before interest tax depreciation and amortisation
EPS Earnings per stapled security
FY Financial year (1 July to 30 June)
Gearing Interest bearing liabilities less cash divided by assets less cash
GPT GPT Group
ICR Interest coverage ratio (EBITDA/(Interest expense per the P&L + lease expense))
JV Joint venture
MIX Mirvac Industrial Trust
Mirvac or Group Mirvac Group
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 43
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

ASX ANNOUNCEMENTS: EQUITY RAISING PRESENTATION

GLOSSARY

Term Meaning
MPT Mirvac PropertyTrust
M-REIT or MRZ Mirvac Real Estate Investment Trust
MTN Medium Term Note
MWRDP Mirvac Wholesale Residential Development Partnership
NPAT Net Proft After Tax
NTA Net tangible assets
Offer Offer means this entitlement offer and institutionalplacement to raise upto$1.1 billion
Operating Earnings Operating earnings is a fnancial measure which is not prescribed by Australian Accounting Standards and represents
the proft under Australian Accounting Standards adjusted for specifc non-cash items and other signifcant items which
management consider to refect core earnings
p.a. Per annum
S&P/ASX A-REIT Index Standard & Poor’s/Australian Securities Exchange Australian Real Estate Investment Trust Index
SGP Stockland
Stapled Security Stapled Securityconsists of one share in Mirvac Limited and one unit in Mirvac PropertyTrust
TL Total liabilities
TTA Total tangible assets
WACR Weighted average capitalisation rate
WALE Weighted average lease expiry
WDC Westfeld Group
VWAP Volume weighted averageprice
YTD Year to date
MIRVAC GROUP CAPITAL MANAGEMENT INITIATIVES 4 JUNE 2009 PAGE 44
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PAGE 36 MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

ASX ANNOUNCEMENTS: COMPLETION OF INSTITUTIONAL COMPONENT OF EQUITY RAISING

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS

9 June 2009

Mirvac Group successfully completes $922 million institutional equity raising

Mirvac Group (“Mirvac” or the “Group”) today announced the success of its $1.1 billion equity raising (“Offer”) announced on 4 June 2009. Mirvac has completed the institutional placement (“Placement”) and the institutional component of the accelerated non-renounceable 5 for 9 pro rata entitlement offer (“Institutional Entitlement Offer”). Mirvac also announces the retail component of the entitlement offer (“Retail Entitlement Offer”) has been fully underwritten.

Mirvac Group Managing Director, Mr Nicholas Collishaw, said, “We are very pleased with the strong support our existing institutional securityholders have shown for the equity raising. The Offer significantly strengthens our balance sheet and we are now well positioned to move forward in the implementation of our simplified strategy.”

The Placement and Institutional Entitlement Offer were heavily oversubscribed with demand from both existing and new Australian and international institutional investors.

The institutional component of the capital raising has raised approximately $922 million, comprising approximately $153 million from the Placement and approximately $769 million from the Institutional Entitlement Offer. In addition, the Retail Entitlement Offer of approximately $178 million is now underwritten. The underwriters will be remunerated by Mirvac for providing these services at market rates. These proceeds, totalling approximately $1.1 billion, will significantly strengthen Mirvac’s balance sheet, reducing pro forma balance sheet gearing from 31.8% to 17.7% (after $582 million of expected revaluations and impairments).

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

ASX ANNOUNCEMENTS: COMPLETION OF INSTITUTIONAL COMPONENT OF EQUITY RAISING

New stapled securities issued under the Placement and Institutional Entitlement Offer are expected to be issued on 24 June 2009. The stapled securities issued under the Offer (“New Securities”) will rank equally with existing securities from allotment and will receive the full September 2009 quarter distribution (but are not eligible for the June 2009 quarter distribution).

Completion of Placement

Approximately $153 million was raised through the Placement at $1.00 per stapled security, resulting in the issue of approximately 153 million New Securities. The Placement New Securities will be allotted on 24 June 2009.

Completion of Institutional Entitlement Offer

Approximately $769 million was raised through the Institutional Entitlement Offer at $1.00 per stapled security. Eligible institutional securityholders were invited to participate pro-rata to their existing holdings by subscribing for 5 new Mirvac stapled securities for every 9 Mirvac stapled securities held, resulting in the issue of approximately 769 million New Securities. The Institutional Entitlement Offer New Securities will be allotted on 24 June 2009.

Commencement of the Retail Entitlement Offer

The Retail Entitlement Offer is now underwritten and comprises the issue of approximately 178 million securities to raise approximately $178 million. The Retail Entitlement Offer will open on 15 June 2009 and is expected to close at 5.00pm (AEST) on 30 June 2009. Eligible retail securityholders will have the opportunity to participate at the same price ($1.00 per New Security) and offer ratio (5 for 9) as institutional securityholders under the Institutional Entitlement Offer.

The entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Eligible retail securityholders who do not take up their entitlements in full or in part, will not receive any value in respect of those entitlements that they do not take up. Securityholders who are not eligible to receive entitlements will not receive any value in respect of entitlements they would have received, had they been eligible. Mirvac reserves the right (in its absolute discretion) to reduce the number of New Securities allocated to eligible retail securityholders, or persons claiming to be eligible retail securityholders, if their claims prove to be overstated or otherwise incorrect or if they fail to provide information to substantiate their claims.

PAGE 38 MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

Eligible retail securityholders may also apply for New Securities in excess of their entitlement (“Additional Securities”). Any Additional Securities will only be allocated to eligible retail securityholders if and to the extent that Mirvac so determines, in its absolute discretion, having regard to the circumstances of the Retail Entitlement Offer. Any New Securities in excess of entitlements will be limited to the extent that there are sufficient New Securities from eligible retail securityholders who do not take up their full entitlements.

Eligible retail securityholders wishing to participate in the Retail Entitlement Offer for New Securities and Additional Securities will need to have regard to the personalised entitlement and acceptance form which is expected to be mailed to each eligible retail securityholder on 15 June 2009.

Retail Entitlement Offer timetable

Event Date
Record date for determining entitlements to New Securities 7.00pm Wednesday,
10 June 2009
Retail Entitlement Offer opens 9.00am Monday,
15 June 2009
Early Close Date 5.00pm Thursday,
18 June 2009
Initial Allotment of New Securities (Early Close Date) Wednesday,
24 June 2009
Expected normal trading of New Securities on ASX (Early Close Date)
(subject to ASXquotation being granted)
Wednesday,
24 June 2009
Final Close Date 5.00pm Tuesday,
30 June2009
Final Allotment of New Securities (Final Close Date) Thursday, 9 July 2009
Expected normal trading of New Securities on ASX (Final Close Date)
(subject to ASXquotation being granted)
Friday, 10 July 2009
Expected dispatch of holding statements (Early Close Date and Final
Close Date)
Monday, 13 July 2009

Note: All times and dates refer to Australian Eastern Standard Time (AEST).

These dates are indicative only and are subject to change without notice. Subject to the requirements of the Corporations Act 2001 (Cth), the ASX Listing Rules and any other applicable laws, Mirvac has the right, with the consent of the underwriters, to amend the timetable including to extend the closing date for the Retail Entitlement Offer, to close the Retail Entitlement Offer early, to withdraw the entitlement offer at any time prior to the allotment of New Securities under the Retail Entitlement Offer and/or to accept late applications either generally or in specific cases. If the closing date is extended, the subsequent dates may also be extended.

Securityholder enquiries

MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

ASX ANNOUNCEMENTS: COMPLETION OF INSTITUTIONAL COMPONENT OF EQUITY RAISING

Retail securityholders who have any questions regarding the Retail Entitlement Offer should contact the Mirvac Securityholder Information Line on 1800 237 687 (within Australia) or on +61 2 8280 7613 (from outside Australia) at any time from 8.30am to 5.30pm (AEST), Monday to Friday, during the Retail Entitlement Offer period.

For further information please contact:

Investor Enquiries: Media Enquiries: Adam Crowe Kate Lander Investor Relations Group Communications +61 2 9080 8652 +61 2 9080 8397

Important Information:

This announcement contains certain “forward looking” statements. The words “anticipated”, "expected”, “projections”, “forecast”, “estimates”, “could”, “may”, “target”, “consider” and “will” and other similar expressions are intended to identify forward looking statements. Forward looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. To the full extent permitted by law, Mirvac Group and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions.

An investment in Mirvac Group stapled securities is subject to investment and other known and unknown risks, some of which are beyond the control of Mirvac Group, including possible delays in repayment and loss of income and principal invested. Mirvac does not guarantee any particular rate of return or the performance of Mirvac Group nor do they guarantee the repayment of capital from Mirvac Group or any particular tax treatment. Persons should have regard to the risks outlined in the Equity Raising Presentation accompanying this announcement released to ASX on 4 June 2009.

Past performance information given in this announcement is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

This announcement is not an offer or an invitation to acquire Mirvac Group stapled securities or any other financial products and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any ‘US person’ (as defined in Regulation S under the US Securities Act of 1933, as amended (Securities Act) (US Person)). Mirvac Group stapled securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to any US Person without being so registered or pursuant to an exemption from registration.

This announcement is not financial advice or a recommendation to acquire Mirvac Group stapled securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction.

Mirvac Group is not licensed to provide financial product advice in respect of Mirvac Group stapled securities. Cooling off rights do not apply to the acquisition of Mirvac Group stapled securities.

This announcement contains certain financial data that is “non-GAAP financial measures” under Regulation G under the U.S. Securities Exchange Act of 1934, as amended. For example, the announcement presents gearing and interest coverage ratios for Mirvac Group, which are calculated in accordance with Mirvac Group’s debt covenants. These measures are not measures of or defined terms of financial performance, liquidity or value under AIFRS or U.S. GAAP. Moreover, certain of these measures may not be comparable to similarly titled measures of other companies.

PAGE 40 MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

IMPORTANT INFORMATION

Mirvac Group comprises Mirvac Limited ABN 92 003 280 699 and Mirvac Property Trust ARSN 086 780 645, the responsible entity of which is Mirvac Funds Limited (ABN 70 002 561 640, AFSL number 233121). This Retail Entitlement Offer Booklet (including the enclosed announcements in relation to the Offer that were lodged with ASX on Thursday, 4 June 2009 and Tuesday, 9 June 2009) and attached personalised Entitlement and Acceptance Form (“Information”) have been prepared by Mirvac Limited and the responsible entity of Mirvac Property Trust (collectively “Mirvac” or the “Group”).

The Information relates to an accelerated nonrenounceable entitlement offer (“Entitlement Offer”) by Mirvac of Mirvac Group stapled securities (“Securities”). Each New Security issued under the Entitlement Offer will comprise one share in Mirvac Limited stapled to one unit in the Mirvac Property Trust. This information is dated Monday, 15 June 2009.

This Information is important and requires your immediate attention.

You should read this Information carefully in its entirety before deciding whether to invest in New Securities or Additional Securities. In particular, you should consider the risk factors outlined in the Risks section of the enclosed Equity Raising Presentation that could affect the operating and fi nancial performance of Mirvac or the value of an investment in Mirvac.

You should consult your professional fi nancial adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

Mirvac has applied for offi cial quotation of New Securities to be issued under the Entitlement Offer.

1 Eligible Retail Securityholders

This Information contains an offer of New Securities to Eligible Retail Securityholders in Australia and New Zealand and has been prepared in accordance with sections 708AA and 1012DAA of the Corporations Act 2001 (Cth) (“Corporations Act”) as notionally modifi ed by Australian Securities and Investments Commission (“ASIC”) Class Order 08/35.

Eligible Retail Securityholders are those holders of Securities who:

  • Are registered as a holder of Securities as at 7.00pm (AEST) on 10 June 2009 (the “Record Date”)[ 1] ;

  • Have a registered address in Australia or New Zealand;

  • Where they have a registered address in New Zealand, continue to be a registered holder of Securities as at 9.00am (AEST) on 15 June 2009 (the time of the Retail Entitlement Offer);

  • Are not in the United States and are not “U.S. persons” (as defi ned under Regulation S under the United States Securities Act of 1933, as amended) (“U.S. Persons”) and are not acting for the account or benefi t of U.S. Persons;

  • Were not an Institutional Securityholder eligible to participate under the Institutional Entitlement Offer (or an Ineligible Institutional Securityholder); and

  • Are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Mirvac may (in its absolute discretion) extend the Retail Entitlement Offer to any Institutional Securityholder in foreign jurisdictions which did not participate in the Institutional Entitlement Offer (subject to compliance with applicable laws).

2 Additional Securities

Eligible Retail Securityholders may also apply for Additional Securities in excess of their Entitlement. Mirvac reserves the right to allot any Additional Securities if and to the extent that Mirvac so determines, in its absolute discretion, having regard to circumstances as at the time of the close of the Retail Entitlement Offer. Any Additional Securities issued to Eligible Retail Securityholders in excess of Entitlements will be limited to the extent that there are suffi cient Additional Securities from Eligible Retail Securityholders who do not take up their full Entitlements.

If you apply for Additional Securities then, subject to Mirvac’s absolute discretion to scale-back your application for Additional Securities (in whole or part), you will be issued these on the Final Allotment date. Mirvac’s decision on the number of Additional Securities to be allocated to you will be fi nal.

  • 1) Pursuant to a waiver from ASX and for the purposes of determining entitlements under the Entitlement Offer, Mirvac will disregard transactions in Securities after implementation of the trading halt in Mirvac Securities on 4 June 2009, except for settlement of on-market transactions that occurred prior to the implementation of the trading halt.

MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

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IMPORTANT INFORMATION

CONTINUED

3 Rounding of New Securities

Where fractions arise in the calculation of Entitlements, they are rounded down to the next whole number of New Securities.

4 No cooling off rights

Cooling off rights do not apply to an investment in New Securities or Additional Securities. You cannot withdraw your application once it has been accepted.

5 No Entitlements trading

Entitlements are non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred.

6 Not Financial Product Advice

The Information is not a prospectus or product disclosure statement under the Corporations Act (Cth) and has not been lodged with ASIC. It is also not fi nancial product advice or a recommendation to acquire New Securities or Additional Securities and has been prepared without taking into account the objectives, fi nancial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the Information having regard to their own objectives, fi nancial situation and needs and seek legal and taxation advice appropriate to their jurisdiction.

Mirvac Limited is not licensed to provide fi nancial product advice in respect of New Securities.

7 Financial Data

All dollar values in the Information are in Australian dollars (A$) and fi nancial data is presented within the fi nancial year ending on 30 June unless otherwise stated. The pro forma historical fi nancial information included in the Information does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.

8 Future Performance

Forward looking statements, opinions and estimates provided in the Information are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.

An investment in New Securities or Additional Securities is subject to investment and other known and unknown risks, some of which are beyond the control of Mirvac, including possible delays in repayment and loss of income and principal invested. Mirvac does not guarantee any particular rate of return or the performance of Mirvac nor do they guarantee the repayment of capital from Mirvac or any particular tax treatment. Persons should have regard to the risks outlined in the Information, and seek their own professional fi nancial advice if they are in any doubt.

9 Past Performance

Past performance information given in the Information is provided for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

10 Underwriting

Mirvac has entered into an underwriting agreement with underwriters who have agreed to:

  • Fully underwrite the Offer;

  • Act as lead managers in respect to the Offer.

Customary with these types of arrangements:

  • Mirvac has indemnifi ed the underwriters, their directors, offi cers, employees and advisers against losses in connection with the Offer;

  • The underwriters may terminate the underwriting agreement and be released from their obligations on the happening of certain events, including if:

  • Mirvac stapled securities cease to be quoted or Mirvac is delisted;

  • There is a material delay in the timetable for the Offer;

  • There is a material change in the senior management of Mirvac or a change to the Mirvac Board; or

  • There is a material adverse change in the business of Mirvac; and

  • The underwriters will be remunerated by Mirvac for providing these services at market rates.

PAGE 42 MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, U.S. PERSONS OR PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

11 Foreign Jurisdictions

This Information has been prepared to comply with the requirements of the securities laws of Australia.

The New Securities and Additional Securities being offered under this Information are also being offered to Eligible Retail Securityholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Information is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

The Information does not constitute an offer in any jurisdiction in which, or to any person to whom it would not be lawful to make such as offer and no action has been taken to register Securities or otherwise permit a public offering of the Securities in any jurisdiction. Return of the personalised Entitlement and Application Form shall be taken by Mirvac to constitute a representation by you that there has been no breach of any such laws. Eligible Retail Securityholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed.

The Information does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “U.S. person” (as defi ned in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (“U.S. Person”)). Securities may not be offered or sold in the United States or to, or for the account or benefi t of, any U.S. Person absent registration or an exemption from registration. The New Securities to be offered and sold in the Entitlement Offer have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and accordingly the New Securities may only be offered and sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

The distribution of this document outside Australia may be restricted by law. In particular, this document or any copy of it must not be taken into or distributed or released in the United States or distributed or released to any U.S. Person or to any person acting for the account or benefi t of a U.S. Person. Persons who come into possession of this document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

12 Taxation

Set out below is a summary of the Australian tax implications of the Retail Entitlement Offer for Eligible Retail Securityholders who are residents of Australia for tax purposes and who hold their Securities as capital assets.

The summary below does not apply to Eligible Retail Securityholders who hold their Securities as revenue assets or trading stock used in carrying on a business or who may carry on the business of share trading, banking or investment, Eligible Retail Securityholders whose Securities are held through an employee security plan or to Eligible Retail Securityholders who are non-residents for Australian tax purposes.

The summary below also does not take account of any individual circumstances of any particular Eligible Retail Securityholder. Eligible Retail Securityholders should seek specifi c advice applicable to their own particular circumstances from their own independent fi nancial or tax advisers.

The summary below is based on the law in effect as at 15 June 2009.

In this Part, we have referred to the following securities, which are stapled to form the Securities, as ‘constituent securities’:

a) share in Mirvac Limited; and b) unit in Mirvac Property Trust.

Issue of Entitlements

Subject to the qualifi cations noted above, the issue of the Entitlements will not itself result in any amount being included in the assessable income of an Eligible Retail Securityholder.

Exercise of Entitlements

Eligible Retail Securityholders who exercise their Entitlements and subscribe for New Securities and, in Mirvac’s absolute discretion, Additional Securities, will acquire those New Securities or Additional Securities with a cost base for capital gains tax (“CGT”) purposes of each constituent security equal to a reasonable apportionment of the Offer Price payable by them for those New Securities or Additional Securities plus a reasonable apportionment of any non-deductible incidental costs they incur in acquiring them, but will not make any capital gain or loss, or assessable income, from exercising the Entitlements or subscribing for the New Securities or Additional Securities.

MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

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IMPORTANT INFORMATION

CONTINUED

Expiration or Lapse of Entitlements

If an Eligible Retail Securityholder does not exercise their Entitlements to acquire New Securities or Additional Securities, and instead allows those rights to lapse or expire, that Eligible Retail Securityholder will not receive any consideration as a result of the expiration or lapse of their Entitlements, and on this basis, there should not be any CGT implications for the Eligible Retail Securityholder.

New Securities

Eligible Retail Securityholders who exercise their Entitlements will acquire New Securities and, in Mirvac’s absolute discretion, Additional Securities (as applicable). Any future dividends or other distributions made in respect of those New Securities and Additional Securities will be subject to the same taxation treatment as dividends or other distributions made on Securities held in the same circumstances.

On any future disposal of New Securities and Additional Securities, Eligible Retail Securityholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Securities and Additional Securities. The cost base of each constituent security is determined as described above, but, for these purposes, the cost base should also include a reasonable apportionment of the non-deductible incidental costs of disposal.

New Securities will be treated for the purposes of the CGT rules as having been acquired when the Eligible Retail Securityholder exercised the Entitlement to subscribe for them. Additional Securities will be treated for the purposes of the CGT rules as having been acquired when Mirvac issues or allots those Additional Securities. Accordingly, in order for individuals, trusts and complying superannuation entities to benefi t from the CGT discount that may be available in respect of a disposal of those Securities, or a return of capital in excess of cost base, they must have been held for at least 12 months after those dates before the disposal occurs.

13 Governing Law

This Information, the Retail Entitlement Offer and the contracts formed on acceptance of applications made pursuant to the Retail Entitlement Offer are governed by the law applicable in New South Wales, Australia. Each Securityholder who applies for New Securities or Additional Securities submits to the jurisdiction of the courts of New South Wales, Australia.

14 Optionholders

Existing optionholders will not be entitled to participate in the Retail Entitlement Offer unless they:

  • Have become entitled to exercise their existing options under the terms of their issue and do so prior to the Record Date; and

  • Participate in the Offer as a result of being a holder of Securities registered on the register of Mirvac at 7.00pm (AEST) on the Record Date.

15 Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Information.

Any information or representation that is not in this Information may not be relied on as having been authorised by Mirvac, or its related bodies corporate in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of Mirvac, its directors, offi cers or employees or any other person, warrants or guarantees the future performance of Mirvac or any return on any investment made pursuant to this Information.

Other Australian taxes

No Australian Goods and Services Tax (GST) or stamp duty is payable in respect of the grant or exercise of the Entitlements or the acquisition of New Securities and Additional Securities.

Securityholders should seek their own professional taxation advice.

PAGE 44 MIRVAC GROUP RETAIL ENTITLEMENT OFFER 15 JUNE 2009

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www.mirvac.com

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1800 237 687 From outside Australia: +61 2 8280 7613 Facsimile: +61 2 9287 0303 ASX Code: MGR Email: [email protected] Website: www.linkmarketservices.com.au

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Mirvac comprises: Mirvac Limited (ABN 92 003 280 699) and Mirvac Property Trust (ARSN 086 780 645) the Responsible Entity of which is Mirvac Funds Limited (ABN 70 002 561 640, AFSL 233121)

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SRN/HIN

Number of Securities held at the Record Date, 7.00pm (AEST) on 10 June 2009 Entitlement to New Securities (on a 5 New Securities for 9 Securities held basis) Application monies payable on full acceptance of Entitlement at $1.00 per New Security

acceptance of Entitlement at $1.00 per New Security Early close Date: Final close Date: ENTITLEMENT AND AccEPTANcE FORM (INcLUDING ADDITIONAL SEcURITIES) As an Eligible Retail Securityholder at the Record Date who has a registered address in Australia or New Zealand, this Entitlement and Acceptance Form evidences your Entitlement to participate in the Retail Entitlement Offer of 5 New Securities for every 9 existing Mirvac stapled securities (“Securities”) registered in your name at the Record Date, being 7.00pm (AEST) on 10 June 2009, at an offer price of $1.00 per New Security (“Offer Price”). Eligible Retail Securityholders may also apply for New Securities in excess of their Entitlement (“Additional Securities”). Details on how to complete this Entitlement and Acceptance Form are set out overleaf. This is an important document which requires your immediate attention. This Entitlement and Acceptance Form is for an application for New Securities in Mirvac. Further details about the Retail Entitlement Offer are contained in the Retail Entitlement Offer Booklet. You should read the Retail Entitlement Offer Booklet carefully before completing this Entitlement and Acceptance Form. If you are in any doubt as to how to deal with this Entitlement and Acceptance Form, please consult your professional financial adviser immediately. This is a personalised Entitlement and Acceptance Form. The use of this Entitlement and Acceptance Form will not be valid if another name is substituted for the If you wish to take up all or part of your Entitlement (as shown above), or take up all of your Entitlement and apply for Additional Securities, you have two payment options Bpaypay[[®]] oPTIoN 2: PAyINg by CHEquE, bANk DRAfT oR moNEy oRDER pay[[®]] , refer to the instructions overleaf. you do NoT need to return If paying by cheque, bank draft or money order, complete and return the acceptance the acceptance slip below if you elect to make payment by Bpaypay[[®]] . Payment slip below with your application monies. No signature is required on the acceptance pay[[®]] before 5.00pm (AEST) on 18 June 2009 (“Early Close slip. The acceptance slip with your application monies must be received by the Date”) to be allotted New Securities (other than any Additional Securities applied for, Registry before 5.00pm (AEST) on 18 June 2009 (“Early Close Date”) to be allotted which if allocated to you, will be allotted on 9 July 2009) on 24 June 2009 (“Initial New Securities (other than any Additional Securities applied for, which if allocated to Allotment”) or before 5.00pm (AEST) on 30 June 2009 (“Final Close Date”) to be you, will be allotted on 9 July 2009) on 24 June 2009 (“Initial Allotment”) or before allotted New Securities on 9 July 2009 (“Final Allotment”). By paying by Bpaypay[[® ]] you 5.00pm (AEST) on 30 June 2009 (“Final Close Date”) to be allotted New Securities will have deemed to have completed the acceptance slip for the number of New on 9 July 2009 (“Final Allotment”). Securities and, if applicable, Additional Securities for which you have paid. Telephone & Internet Banking – Bpay[®] Biller Code: 114744 Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au Ref: ® Registered to Bpay Pty Ltd ABN 69 079 137 518Bpay Pty Ltd ABN 69 079 137 518pay Pty Ltd ABN 69 079 137 518 Pty Ltd ABN 69 079 137 518 See overleaf for details and further instructions on how to complete and lodge this Entitlement and Acceptance Form. THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SEcURITYHOLDER AND HOLDING REcORDED ABOVE. Please detach and enclose with payment SRN/HIN: Entitlement Number:

Early close Date: 18 June 2009, 5.00pm (AEST) Final close Date: 30 June 2009, 5.00pm (AEST)

ENTITLEMENT AND AccEPTANcE FORM (INcLUDING ADDITIONAL SEcURITIES)

As an Eligible Retail Securityholder at the Record Date who has a registered address in Australia or New Zealand, this Entitlement and Acceptance Form evidences your Entitlement to participate in the Retail Entitlement Offer of 5 New Securities for every 9 existing Mirvac stapled securities (“Securities”) registered in your name at the Record Date, being 7.00pm (AEST) on 10 June 2009, at an offer price of $1.00 per New Security (“Offer Price”). Eligible Retail Securityholders may also apply for New Securities in excess of their Entitlement (“Additional Securities”). Details on how to complete this Entitlement and Acceptance Form are set out overleaf.

Important

This is an important document which requires your immediate attention. This Entitlement and Acceptance Form is for an application for New Securities in Mirvac. Further details about the Retail Entitlement Offer are contained in the Retail Entitlement Offer Booklet. You should read the Retail Entitlement Offer Booklet carefully before completing this Entitlement and Acceptance Form. If you are in any doubt as to how to deal with this Entitlement and Acceptance Form, please consult your professional financial adviser immediately. This is a personalised Entitlement and Acceptance Form. The use of this Entitlement and Acceptance Form will not be valid if another name is substituted for the name printed on this Entitlement and Acceptance Form.

PAYMENT OPTIONS

If you wish to take up all or part of your Entitlement (as shown above), or take up all of your Entitlement and apply for Additional Securities, you have two payment options detailed below.

oPTIoN 1: PAyINg by Bpaypay[[®]]

oPTIoN 2: PAyINg by CHEquE, bANk DRAfT oR moNEy oRDER If paying by cheque, bank draft or money order, complete and return the acceptance slip below with your application monies. No signature is required on the acceptance slip. The acceptance slip with your application monies must be received by the Registry before 5.00pm (AEST) on 18 June 2009 (“Early Close Date”) to be allotted New Securities (other than any Additional Securities applied for, which if allocated to you, will be allotted on 9 July 2009) on 24 June 2009 (“Initial Allotment”) or before 5.00pm (AEST) on 30 June 2009 (“Final Close Date”) to be allotted New Securities on 9 July 2009 (“Final Allotment”).

If paying by Bpay[[®]] , refer to the instructions overleaf. you do NoT need to return the acceptance slip below if you elect to make payment by Bpaypay[[®]] . Payment must be received via Bpay[[®]] before 5.00pm (AEST) on 18 June 2009 (“Early Close Date”) to be allotted New Securities (other than any Additional Securities applied for, which if allocated to you, will be allotted on 9 July 2009) on 24 June 2009 (“Initial Allotment”) or before 5.00pm (AEST) on 30 June 2009 (“Final Close Date”) to be allotted New Securities on 9 July 2009 (“Final Allotment”). By paying by Bpaypay[[® ]] you will have deemed to have completed the acceptance slip for the number of New Securities and, if applicable, Additional Securities for which you have paid.

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Biller Code: 114744 Contact your bank or financial institution to make this payment from your cheque,
savings, debit or transaction account. More info: www.bpay.com.au
Ref:
® Registered to Bpay Pty Ltd ABN 69 079 137 518Bpay Pty Ltd ABN 69 079 137 518pay Pty Ltd ABN 69 079 137 518 Pty Ltd ABN 69 079 137 518
See overleaf for details and further instructions on how to complete and lodge this Entitlement and Acceptance Form.
THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SEcURITYHOLDER AND HOLDING REcORDED ABOVE.
Please detach and enclose with payment
SRN/HIN:
Entitlement Number:
Total number of New Securities and, if
A Number of New Securities accepted (being not B Number of Additional Securities c applicable, Additional Securities subscribed at
more than your Entitlement shown above) $1.00 per New Security (add Boxes A and B)
+ =
D PLEASE INSERT CHEquE, bANk DRAfT oR moNEy oRDER DETAILS – Cheques, bank drafts or money orders must be drawn on an Australian
branch of a financial institution in Australian currency, made payable to “mirvac Limited – mirvac offer Account” and crossed “Not Negotiable”.
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$
E CoNTACT DETAILS – Telephone Number Telephone Number – After Hours Contact Name
( ) ( )
----- End of picture text -----

mirvac

be final. No interest will be paid on any application monies received or returned (wholly or partially).

The Retail Entitlement Offer to which this Entitlement and Acceptance Form relates, is not being made and does not constitute an offer in any jurisdiction in which, or to any person to whom it would not be lawful to make such an offer and no action has been taken to register stapled securities of Mirvac or otherwise permit a public offering of the stapled securities in any jurisdiction. Return of the Entitlement and Acceptance Form shall be taken by Mirvac to constitute a representation by you that there has been no breach of any such laws. Eligible Retail Securityholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed.

C. Total Number of New Securities subscribed for

  • To calculate the total number of New Securities subscribed for, add Box A and Box B and enter this in Box C.

D. Cheque, bank draft or money order details

  • Enter your cheque, bank draft or money order details in section D. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Mirvac Limited – Mirvac Offer Account” and crossed “Not Negotiable”. If you provide a cheque or money order for the incorrect amount, Mirvac may treat you as applying for as many New Securities, and if applicable, Additional Securities, as your cheque or money order will pay for or may elect to reject your application.

The Retail Entitlement Offer to which this Entitlement and Acceptance Form relates, is not being made and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”) (“ u.S. Person ”)). New Securities may not be offered or sold in the United States absent registration or an exemption from registration. The stapled securities to be offered and sold in the Retail Entitlement Offer have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the stapled securities may only be offered and sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act.

E. Contact details

Enter your contact telephone number where we may contact you regarding your acceptance of New Securities, if necessary, in section E.

DECLARATIoNS:

By returning this Entitlement and Acceptance Form along with the application monies by cheque, bank draft or money order OR paying by Bpaypay[[®]] , I/we:

ACCEPTANCE of ENTITLEmENT offER

cheque, bank draft or money order OR paying by Bpaypay[[®]] , I/we: • agree to be bound by the terms of the Retail Entitlement Offer; by 5.00pm (AEST) on 30 June 2009 will constitute acceptance in accordance with Additional Securities allotted to me/us; and accurate; pay[[®]] (AvAILAbLE To ELIgIbLE RETAIL SECuRITyHoLDERS Bpaypay[[®]] payment, I/we may not withdraw it or vary my/our application; pay[[®]] you must contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more the Offer Price; pay[[®]] : www.bpay.com.au Work out the total amount payable by you. To calculate the total amount, multiply the that I/we apply for; number of New Securities you wish to apply for by $1.00. Mirvac will treat you as applying pay[[®]] payment will pay for. Any amount received by Mirvac in excess of the amount required to be paid for you to apply for your Entitlement (“Excess Amount”) may be treated by Mirvac as an the contact details set out in this Entitlement and Acceptance Form; application for as many Additional Securities as your Excess Amount will pay for. Your application for Additional Securities may not be successful (wholly or partially). The decision Australian or New Zealand resident(s); of Mirvac on the number of New Securities to be allocated to you will be final. No interest Applicants should be aware that their own financial institution may implement an earlier particular needs; Refer overleaf for the Biller Code and Reference Number. The Reference Number is used to identify your holding. If you have multiple holdings you will have multiple Reference Numbers. You must use the Reference Number shown on each personalised Entitlement Acceptance Form; and Acceptance Form when paying for any New Securities that you wish to apply for in and I/we am/are not acting for the account or benefit of, U.S. Person; Complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS. These instructions are cross referenced to each section of the Entitlement of the Securities Act and any other applicable securities laws; Enter in Box A the number of New Securities you wish to apply for. The number of New is acting for the account or benefit of a U.S. Person; and You can apply for more New Securities than your Entitlement. Please enter the number of Additional Securities in excess of your Entitlement for which you wish to apply into Box B. Your application for Additional Securities may not be successful (wholly or partially). The decision of Mirvac on the number of Additional Securities to be allocated to you will in the United States or a U.S. Person.

Receipt of a completed Entitlement and Acceptance Form by 5.00pm (AEST) on 30 June 2009 with payment to Mirvac’s registry, Link Market Services Limited or receipt of payment via Bpay[®] by 5.00pm (AEST) on 30 June 2009 will constitute acceptance in accordance with the terms and conditions of the Retail Entitlement Offer Booklet and this Entitlement and Acceptance Form.

  • authorise you to register me/us as the holder(s) of the New Securities and, if applicable, Additional Securities allotted to me/us;

  • declare that all details and statements in this Entitlement and Acceptance Form are complete and accurate;

  • declare that I/we am/are over 18 years of age and have full legal capacity and power to perform all my/our rights and obligations under this Entitlement and Acceptance Form;

HoW To APPLy foR NEW SECuRITIES

1. If PAyINg by Bpay[[®]] (AvAILAbLE To ELIgIbLE RETAIL SECuRITyHoLDERS WITH AN AuSTRALIAN bANk ACCouNT oNLy)

  • acknowledge that once Mirvac receives this Entitlement and Acceptance Form or my/our Bpaypay[[®]] payment, I/we may not withdraw it or vary my/our application;

  • If you elect to make payment using Bpay[[®]] you must contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information on paying by Bpay[[®]] : www.bpay.com.au

  • agree to apply for the number of New Securities and, if applicable, Additional Securities at the Offer Price;

  • agree to be issued the number of New Securities and, if applicable, Additional Securities that I/we apply for;

Work out the total amount payable by you. To calculate the total amount, multiply the number of New Securities you wish to apply for by $1.00. Mirvac will treat you as applying for as many New Securities, and if applicable, Additional Securities as your Bpay[[®]] payment will pay for. Any amount received by Mirvac in excess of the amount required to be paid for you to apply for your Entitlement (“Excess Amount”) may be treated by Mirvac as an application for as many Additional Securities as your Excess Amount will pay for. Your application for Additional Securities may not be successful (wholly or partially). The decision of Mirvac on the number of New Securities to be allocated to you will be final. No interest will be paid on any application monies received or returned (wholly or partially). Applicants should be aware that their own financial institution may implement an earlier cut-off time with respect to electronic payments.

  • authorise Mirvac, their Lead Managers and their respective officers or agents, to do anything on my/our behalf necessary for the New Securities and, if applicable, Additional Securities to be issued to me/us, including to act on instructions of the security registrar upon using the contact details set out in this Entitlement and Acceptance Form;

  • declare that I/we am/are the current registered holder(s) of Securities and am/are an Australian or New Zealand resident(s);

  • acknowledge that the information contained in the Retail Entitlement Offer Booklet and this Entitlement and Application Form is not financial advice or a recommendation that the New Securities are suitable for me/us, given my/our investment objectives, financial situation or particular needs;

  • represent and warrant that the law of any other place does not prohibit me/us from being given the Retail Entitlement Offer Booklet or making an application on this Entitlement and Acceptance Form;

  • • represent and warrant (for the benefit of Mirvac, the Lead Managers and their respective affiliates) that I/we am/are not in the United States and that I/we am/are not a U.S. Person, and I/we am/are not acting for the account or benefit of, U.S. Person;

Refer overleaf for the Biller Code and Reference Number. The Reference Number is used to identify your holding. If you have multiple holdings you will have multiple Reference Numbers. You must use the Reference Number shown on each personalised Entitlement and Acceptance Form when paying for any New Securities that you wish to apply for in respect of that holding.

2. If PAyINg by CHEquE, bANk DRAfT oR moNEy oRDER Complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS. These instructions are cross referenced to each section of the Entitlement and Acceptance Form.

  • acknowledge that the New Securities have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws;

  • A. Acceptance of New Securities Enter in Box A the number of New Securities you wish to apply for. The number of New Securities must be equal to or less than your Entitlement, which is set out overleaf.

  • agree not to send this Entitlement and Acceptance Form or any other material relating to the Retail Entitlement Offer to any person in the United States or that is a U.S. Person, or is acting for the account or benefit of a U.S. Person; and

b. Application for Additional Securities

  • agree that if in the future I/we decide to sell or otherwise transfer our New Securities, I/we will only do so in transactions where neither I/we nor any person acting on our behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States or a U.S. Person.

  • You can apply for more New Securities than your Entitlement. Please enter the number agree that if in the future I/we decide to sell or otherwise transfer our New Securities, I/we of Additional Securities in excess of your Entitlement for which you wish to apply into Box will only do so in transactions where neither I/we nor any person acting on our behalf knows, B. Your application for Additional Securities may not be successful (wholly or partially). or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, The decision of Mirvac on the number of Additional Securities to be allocated to you will in the United States or a U.S. Person.

  • By accepting the Retail Entitlement Offer, you agree that Mirvac’s registry, Link Market Services Limited, may disclose your personal information for purposes relating to your securityholding to its agents, related bodies corporate, contractors and service providers including printers and mailing houses and ASX and other regulatory authorities or as otherwise authorised under the Privacy Act 2001 (Cth).

your application to acquire New Securities and, if applicable, Additional Securities is irrevocable and may not be varied or withdrawn.

3. HoW To LoDgE youR ENTITLEmENT AND ACCEPTANCE foRm

A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, your completed Entitlement and Acceptance Form with the application monies for New Securities and, if applicable, Additional Securities may be mailed to the postal address, or delivered by hand to the delivery address, set out below. If you accept and pay for all or part of your Entitlement by the Early Close Date, you will be allotted your New Securities (other than any Additional Securities applied for, which, if allocated to you, will be allotted on the Final Allotment date) on the Initial Allotment date. However, if you accept and pay for all or part of your Entitlement after the Early Close Date, but before the Final Close Date, you will be allotted your New Securities and, if applicable, Additional Securities on the Final Allotment date. your completed Entitlement and Acceptance form and payment for New Securities and, if applicable, Additional Securities must be received by Link market Services Limited no later than 5.00pm (AEST) on 30 June 2009. If paying by Bpay[® ] you do not need to complete or return the Entitlement and Acceptance form.

Postal delivery

Hand delivery

Mirvac Offer Mirvac Offer

C/- Link Market Services Limited C/- Link Market Services Limited GPO Box 3560 Level 12, 680 George Street SYDNEY NSW 2001 SYDNEY NEW SOUTH WALES (Please do not use this address for mailing purposes) Entitlement and Acceptance forms will NoT be accepted at Mirvac’s registered office.

If you require further information on how to complete this Entitlement and Acceptance form, please contact mirvac’s registry, Link market Services Limited, on 1800 237 687 (within Australia) or +61 2 8280 7613 (from outside Australia) between 8.30am and 5.30pm (AEST) monday to friday.

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15 June 2009

Dear Securityholder

Mirvac Group —Notification to Ineligible Retail Securityholders

On 4 June 2009, Mirvac Group (“ Mirvac ”) announced that it was conducting an equity raising of up to A$1.1 billion, comprising an institutional placement (“ Placement ”) and a 5 for 9 accelerated nonrenounceable entitlement offer of Mirvac stapled securities (“ New Securities ”) at an issue price of A$1.00 per stapled security (“ Entitlement Offer” ). The Placement and the Entitlement Offer comprise the offer (“ Offer ”).

The proceeds of the Offer will be used to strengthen Mirvac’s balance sheet by reducing gearing, further improving its debt covenant headroom and positioning Mirvac to accelerate the implementation of its strategy.

Further information in relation to the Offer has been disclosed to ASX.

The Entitlement Offer consists of an institutional and a retail component (“ Institutional Entitlement Offer ” and “ Retail Entitlement Offer ” respectively). The Entitlement Offer is being made by Mirvac in accordance with sections 708AA and 1012DAA of the Corporations Act 2001 (Cth) (" Corporations Act "). The Institutional Entitlement Offer and Placement were underwritten and raised approximately A$922 million, and the Retail Entitlement Offer, which has now also been underwritten, will raise approximately A$178 million.

The Retail Entitlement Offer is only available to Eligible Retail Securityholders (as defined below). Eligible Retail Securityholders are those persons who:

  • were registered holders of Mirvac stapled securities as at 7.00pm (Australian Eastern Standard Time) on 10 June 2009 (“ Record Date ”);

  • had a registered address in Australia or New Zealand at that date;

  • where they have a registered address in New Zealand, continue to be a registered holder of Mirvac stapled securities as at 9:00am on 15 June 2009 (the time of the Retail Entitlement Offer);

  • are not in the United States and are not “U.S. persons” (as defined under Regulation S under the United States Securities Act of 1933, as amended) (“ US Persons ”) and are not acting for the account or benefit of US Persons;

  • were not an Institutional Securityholder eligible to participate under the Institutional Entitlement offer (or an Ineligible Institutional Securityholder); and

  • are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

As you do not satisfy the criteria stated above, you are deemed not to be an Eligible Retail Securityholder for the purposes of the Retail Entitlement Offer and Mirvac is unfortunately unable to extend to you the opportunity to participate in the Retail Entitlement Offer. Under the terms of the Retail Entitlement Offer, you are not eligible to apply for New Securities and you will not be sent a copy of the offering materials relating to the Retail Entitlement Offer.

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This notice is to inform you about the Retail Entitlement Offer. This letter is not an offer to issue New Securities to you, nor an invitation for you to apply for New Securities. You are not required to do anything in response to this letter.

Entitlements in respect of the New Securities you would have been entitled to if you were an Eligible Retail Securityholder will lapse. As the Retail Entitlement Offer is non-renounceable, you will not receive any value for these entitlements.

The restrictions upon eligibility are because of legal limitations in some countries, the relatively small number of securityholders there, the small number of securities they hold and the potential cost of complying with regulatory requirements in those countries. Mirvac has determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules, that it would be unreasonable to make offers to securityholders in all countries in connection with the Retail Entitlement Offer. Accordingly, in compliance with ASX Listing Rule 7.7.1(b), Mirvac wishes to advise you that it will not be extending the Retail Entitlement Offer to you and you will not be able to subscribe for New Securities under the Retail Entitlement Offer.

If you have any queries regarding the Retail Entitlement Offer you should contact the Mirvac Securityholder Information Line on 1800 237 687 (from within Australia) or on +61 2 8280 7613 (from outside Australia) at any time from 8:30am to 5:30pm (AEST), Monday to Friday, during the Retail Entitlement Offer period. For other questions, you should consult your broker, solicitor, accountant, financial adviser or other professional adviser.

Defined terms used in this letter

Eligible Institutional Securityholder means an institutional securityholder to whom the underwriters made an offer on behalf of Mirvac under the Institutional Entitlement Offer (either directly or indirectly through a nominee), and who the underwriters determine has successfully received that offer. Ineligible Institutional Securityholders means a securityholder as at the Record Date who is not an Eligible Institutional Securityholder and who Mirvac and the underwriters determine:

  • although an institutional investor, should not receive an offer under the Institutional Entitlement Offer in accordance with ASX Listing Rule 7.7.1(a); or

  • although not an institutional investor, is a person to whom offers and issues of New Securities could lawfully be made in Australia without the need for disclosure under Chapter 6D and part 7.9 of the Corporations Act if that securityholder had received the offer in Australia, and who should be treated as an Ineligible Institutional Securityholder for the purposes of the Entitlement Offer.

On behalf of the Directors, I thank you for your continued support of Mirvac.

Yours faithfully

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James MacKenzie Chairman

UNITED STATES LAWS: This notice does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (“U.S. Person”) or to any person acting for the account or benefit of a U.S. Person. The New Securities have not been, and will not be, registered under the Securities Act, and may not be offered or sold in the United States or to any U.S. Person or to any person acting for the account or benefit of a U.S. Person absent registration or an exemption from registration.

IMPORTANT NOTICE TO NOMINEES: Because of legal restrictions, you must not send copies of this letter or any material relating to the Entitlement Offer to any of your clients (or any other person) in the United States or to any U.S. Person or any person acting for the account or benefit of a U.S. Person (other than dealers or professional fiduciaries organized, incorporated or (if an individual) resident outside of the United States acting for the account or benefit of U.S. Persons for which it has sole investment discretion). Failure to comply with these restrictions may result in violations of applicable securities laws.

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