MIRVAC GROUP — Capital/Financing Update 2019

Jun 2, 2019

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Mirvac Group ( MGR ) formed by the stapling of securities of Mirvac Limited and Mirvac Property Trust

ABN

Mirvac Limited (ABN 92 003 280 699) ( Company ) Mirvac Property Trust (ARSN 086 780 645) ( Trust )

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary stapled securities (New Stapled Securities)
	252,525,253 New Stapled Securities
	The terms of the New Stapled Securities will be the same as existing fully paid ordinary stapled securities in MGR, each comprising one share in the Company and one unit in the Trust.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in From the issue date, the New Stapled all respects from the[+] issue date Securities will rank equally in all respects with an existing+securities?[+] class of quoted with existing fully paid ordinary stapled securities in MGR. If the additional[+] securities do not rank equally, please state: · the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment · the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $2.97 per New Stapled Security 6 Purpose of the issue To support the delivery of the next (If issued as consideration for generation of value accretive office, the acquisition of assets, clearly industrial, residential and mixed-use identify those assets) projects, repay debt and replenish funding for MGR's existing development pipeline, as described in the ASX Announcement and Investor Presentation lodged with ASX on 29 May 2019. 6a Is the entity an[+] eligible entity No. that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder Not applicable. resolution under rule 7.1A was passed 6c Number of +securities issued Not applicable. without security holder approval under rule 7.1 6d Number of +securities issued Not applicable. with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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6e Number of +securities issued Not applicable. with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued Not applicable. under an exception in rule 7.2 6g If[+] securities issued under rule Not applicable. 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the[+] issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under Not applicable. rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Not applicable. issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates The issue date for the New Stapled Securities Note: The issue date may be prescribed by ASX is Tuesday, 4 June 2019. (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 3,911,147,101 Fully paid ordinary +securities quoted on ASX stapled securities ( including the +securities in section 2 if applicable)

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	22,129,483 * Adjusted for the vesting and/or forfeiture of Performance Rights pursuant to Mirvac Group's Long Term Performance Plan since March2019.	Performance rights

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	The New Stapled Securities have the same distribution entitlements as existing fully paid ordinary stapled securities in MGR.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the +securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full_through a broker? 31 How do security holders sell_part of their entitlements through a broker and accept for the balance?	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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• 32 How do security holders dispose Not applicable. of their entitlements (except by sale through a broker)?

• 33 +Issue date Not applicable.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35		If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities
		held by those holders
36		If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
		1 - 1,000
		1,001 - 5,000
		5,001 - 10,000
		10,001 - 100,000
		100,001 and over
37		A copy of any trust deed for the additional +securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which Not applicable. +quotation is sought 39 +Class of +securities for which Not applicable. quotation is sought 40 Do the[+] securities rank equally in Not applicable. all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: · the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment · the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation Not applicable. now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all Not applicable. Not applicable. +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those +securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here:

............................................................ Date: 3 June 2019 Company secretary

Print name: Sean Ward

== == == == ==

• See chapter 19 for defined terms.

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