MIRVAC GROUP — Capital/Financing Update 2009

Jun 3, 2009

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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).

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“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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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	Date
Announcement of the Offer	Thursday, 4 June 2009
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 ASX quotation 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 July 2009
Expected normal trading of New Securities on ASX (Final Close Date) (subject to ASX quotation 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) (“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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