MIRVAC GROUP — Governance Information 2020

Sep 30, 2020

==> picture [595 x 114] intentionally omitted <==

1 October 2020

SECURITY TRADING POLICY

In accordance with ASX listing rule 12.10, a copy of the Mirvac Group Security Trading Policy is provided as an attachment to this announcement following a revision of the policy, effective 1 October 2020.

The revised policy will also be available at https://www.mirvac.com/about/corporate-governance.

Media enquiries: Kate Lander General Manager, Communications +61 2 9080 8243

Investor enquiries: Bryan Howitt General Manager, Investor Relations & Capital Allocation +61 2 9080 8749

==> picture [594 x 102] intentionally omitted <==

SECURITY TRADING POLICY

~~Subheading here~~

effective 1 October 2020

==> picture [66 x 35] intentionally omitted <==

SECURITY TRADING POLICY Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

==> picture [66 x 36] intentionally omitted <==

Contents

1	Introduction	3
1.1	Purpose of this policy	3
1.2	Application of the policy	3
1.3	Breach of policy and penalties for insider trading	3
1.4	Definitions	3
2	Insider Trading	3
2.1	Prohibition on Insider Trading	3
2.2	Extension ofprohibition to Associates of Directors and Employees	4
3	Permitted Dealings	4
4	Notification, Approvals and Reporting	4
4.1	Notice of Intention to Deal	4
4.2	Approval from Approving Officers	4
4.3	Notification of Dealing by Directors	5
4.4	Records	5
5	Confirmation of Compliance	5
6	Additional Trading Windows or Trading Blackouts	5
7	Prohibited Dealings and Actions	5
7.1	Speculative Dealing	5
7.2	Hedging	6

SECURITY TRADING POLICY

Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

Page 1

==> picture [66 x 36] intentionally omitted <==

7.3	Margin loans or other securityarrangements	6
8	General	6
8.1	Distribution of policy	6
8.2	Review of this policy	6
9	Definitions and Interpretation	6
9.1	Definitions	6
9.2	Interpretation	9
10	Approval	9
Appendix A		10
Examples of Inside Information		10
Examples of Excluded Dealings		10

SECURITY TRADING POLICY

Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

Page 2

==> picture [66 x 36] intentionally omitted <==

1 Introduction

1.1 Purpose of this policy

Pursuant to the ASX Listing Rules, Mirvac Group is required to have a trading policy in place which complies with the requirements of those Listing Rules. This policy sets out when Directors and Employees may not Deal in Relevant Mirvac Securities, subject to a number of limited exceptions as set out in the terms of this policy.

If you do not understand any part of this policy or how it applies to you, you should contact the Group Company Secretary before Dealing in any Relevant Mirvac Securities.

1.2 Application of the policy

This policy applies to all:

• (a) Directors;

• (b) Employees; and

• (c) consultants and contractors of the Mirvac Group.

1.3 Breach of policy and penalties for insider trading

A breach of this policy by any person is serious and may lead to disciplinary action, including dismissal in serious cases. It may also constitute for the Director or Employee and/or the Mirvac Group a breach of the law and lead to severe fines and/or imprisonment, and potential civil liability for any loss suffered as a result of a prohibited Dealing in Securities.

1.4 Definitions

Terminology used throughout this policy is defined in section 9 of this policy.

1.5 Effective date

This policy is effective from 1 October 2020.

2 Insider Trading

2.1 Prohibition on Insider Trading

If a Director or Employee has Inside Information and that Director or Employee knows or ought reasonably to know, that the information is Inside Information, it is illegal for that Director or Employee to:

• (a) Deal in the relevant Securities;

• (b) procure another person to Deal in the relevant Securities; or

• (c) communicate the information, or cause the information to be communicated to another person if he or she knows, or ought reasonably to know, that the other person would or would be likely to:

• (i) Deal in the Securities; or

• (ii) procure someone else to Deal in the Securities.

Insider trading is not restricted to trading in Relevant Mirvac Securities. A Director or Employee who is in possession of Inside Information in respect of any listed entity and then Deals in the Securities of that other

SECURITY TRADING POLICY

Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

Page 3

==> picture [66 x 36] intentionally omitted <==

entity with the benefit of Inside Information may be guilty of insider trading. An example may be a Director or Employee who comes into possession of Inside Information about another listed entity, arising as a result of a proposed transaction with the Mirvac Group, and that person subsequently Deals illegally in the Securities of the other listed entity.

A breach of the prohibition under this section may also constitute a breach of the Director or Employee’s confidentiality obligations to the Mirvac Group.

2.2 Extension of prohibition to Associates of Directors and Employees

Where this policy places a restriction on a Director or Employee in Dealing in Relevant Mirvac Securities, the Director or Employee must not knowingly allow a Dealing in Relevant Mirvac Securities by any of its Associates.

In order to comply with this section, a Director or Employee must inform any Associate of the Director or Employee of the restrictions placed upon them under this policy. An Associate of the Director or Employee must not Deal in Relevant Mirvac Securities without approval being obtained in accordance with this policy.

3 Permitted Dealings

Subject at all times to not being in possession of Inside Information, a Director or Employee may only Deal in Relevant Mirvac Securities, or procure another person to Deal in Relevant Mirvac Securities:

• (a) during a Trading Window, and after first obtaining on a confidential basis the written consent of the Approving Officers in accordance with section 4 of this policy;

• (b) outside of a Trading Window only if Special Circumstances exist, and after first obtaining on a confidential basis the written consent of the Approving Officers in accordance with section 5 of this policy; or

• (c) if the Dealing is an Excluded Dealing.

Any Director or Employee who is in possession of Inside Information must not Deal or communicate such Inside Information at any time, regardless of whether or not it is during a Trading Window.

4 Notification, Approvals and Reporting

4.1 Notice of Intention to Deal

If required under this policy, any Director or Employee wishes to Deal in Relevant Mirvac Securities must complete and submit a Notice of Intention to Deal Form (which is available on the Mirvac Group intranet).

4.2 Approval from Approving Officers

The Approving Officers must, within 7 days of the receipt of a completed Notice of Intention to Deal, notify the Director or Employee as to whether their request is approved or not approved,.

A Director or Employee must not Deal without a written approval from the relevant Approving Officers (if such approval is required under this policy).

In considering whether to approve, the Approving Officers may take into account future matters, plans and intentions of the Mirvac Group. The Approving Officers may not approve a Dealing by a Director or Employee if the Approving Officers believe the proposed Dealing may breach this policy or any law or could result in reputation or may otherwise adversely impact the Mirvac Group. No reason will be given for the grant or

SECURITY TRADING POLICY

Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

Page 4

==> picture [66 x 36] intentionally omitted <==

refusal of approval to Deal. A Director or Employee must keep confidential whether their request to Deal is approved or not approved.

An approval must:

• (a) be in writing (including email or any other form of electronic communication) and must specify the duration of the approval;

• (b) not be retrospective in relation to past Dealing; and

• (c) not extend for more than 5 business days (i.e. the instruction to trade must be placed before the earlier of the end of the Trading Window or the expiry of the approval. For the avoidance of doubt, once the instruction to trade has been placed, the Dealing may settle outside of the Trading Window).

An approval lapses immediately and without further notification if a Director or Employee to whom an approval has been given acquires Inside Information.

4.3 Notification of Dealing by Directors

A Director must give the Group Company Secretary details of any approved Dealing in Relevant Mirvac Securities (including the date and number of Securities) within 2 business days of the Dealing.

In the event that a Director of Mirvac Limited, Mirvac Funds Limited or any other listed entity within the Mirvac Group Deals in Relevant Mirvac Securities, an ASX Appendix 3Y must be lodged by the Group Company Secretary (or their delegate) within 5 business days after the Dealing takes place.

4.4 Records

The Approving Officers must send a written record of:

• (a) any information received from a Director or Employee in connection with this policy (including Notice of Intention to Deal forms); and

• (b) any approval or non-approval given under this policy,

to the Group Company Secretary, who must keep a file of those records.

5 Confirmation of Compliance

Directors and Employees must, upon request, confirm that they have complied with the requirements of this policy.

6 Declaration of Additional Trading Windows or Trading Blackouts

The Mirvac Group may declare, at any time, additional trading windows or trading blackouts in Relevant Mirvac Securities at any time at its discretion and without prior notice if considered necessary. Trading Windows will operate automatically at the time described above. The Group Company Secretary will notify Directors and Employees by email when a Trading Window commences or closes.

7 Prohibited Dealings and Actions

7.1 Speculative Dealing

SECURITY TRADING POLICY

Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

Page 5

==> picture [66 x 36] intentionally omitted <==

No Director or Employee may Deal in Relevant Mirvac Securities or options or derivatives over Relevant Mirvac Securities on considerations of a short term nature.

7.2 Hedging

No Director or Employee may enter into any:

• (a) transactions in financial products or other arrangements to hedge the value of either:

• (i) unvested awards; or

• (ii) vested awards that remain subject to a holding lock granted under any employee security scheme;

• (b) derivative agreements in respect of any unvested Securities, performance rights, options or other awards pursuant to any employee security scheme; or

• (c) derivative agreements in respect of any Relevant Mirvac Securities.

7.3 Margin loans or other security arrangements

No Director or Employee may enter into any loan or other financial arrangement under which security rights over Mirvac Relevant Securities are granted to a third party.

8 General

8.1 Distribution of policy

This policy must be:

• (a) distributed to all Directors and Employees;

• (b) published on the Mirvac website; and

• (c) made available to all Directors and Employees via Mirvac Group's intranet.

8.2 Review of this policy

This policy will be reviewed periodically to ensure it continues to comply with the law and remains relevant and effective. It is intended that this review be conducted annually.

Material changes made to this policy arising from periodical reviews will be disclosed to the ASX within 5 days of the changes being made.

9 Definitions and Interpretation

9.1 Definitions

In this policy:

Approving Officers has the following persons under this policy:

Notice of Intention to Deal from	Approving Officer(s)
Employees (other than those officers listed below)	Any two members of the Executive Leadership Team, one of which must be one of the following: · Chief Executive Officer and Managing Director;

SECURITY TRADING POLICY

Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

Page 6

==> picture [66 x 36] intentionally omitted <==

	· Chief Financial Officer; and · Chief Investment Officer.
Directors (other than the Chief Executive Officer and Managing Director and Chairman of Mirvac Limited, Mirvac Funds Limited or any other listed entity within the Mirvac Group)	The Chairman of the Board of Mirvac Limited and Mirvac Funds Limited, following a recommendation from the Chief Executive Officer and Managing Director.
Chairman of Mirvac Limited, Mirvac Funds Limited or any other listed entity within the Mirvac Group	The Chairman of the Mirvac Group Audit, Risk and Compliance Committee, following a recommendation from the Chief Executive Officer and Managing Director.
Chief Executive Officer and Managing Director	The Chairman of the Board of Mirvac Limited and Mirvac Funds Limited, following a recommendation from the Chief Financial Officer.
Executive Leadership Team (other than the Chief Executive Officer and Managing Director and Chief Financial Officer)	Chief Executive Officer and Managing Director and Chief Financial Officer
Chief Financial Officer	Chief Executive Officer and Managing Director and Chief Investment Officer

Associate of a Director or Employee includes:

• (a) their spouse, de facto or partner;

• (b) their dependent children and any other dependent persons;

• (c) any trustee of a trust or other fiduciary arrangement under which they, their spouse or partner, or their dependents, is or may be a beneficiary;

• (d) any company in which they, their spouse or partner, or their dependants, hold a majority of the shares or otherwise control (directly or indirectly);

• (e) any other entity in which they are a director, secretary or executive officer; and

• (f) any investment manager who acts on behalf of the Director or Employee or on behalf of a Director or Employee’s Associates.

ASX means ASX Limited or, depending on the context, the financial market that it operates.

Chief Executive Officer and Managing Director means the person holding the office of Chief Executive Officer and Managing Director of the Mirvac Group.

Corporations Act means the Corporations Act 2001 (Cth) as affected by any class order or other instrument of the Australian Securities and Investments Commission applying to the Mirvac Group.

Dealing includes:

• (a) applying for, acquiring or disposing of, Securities or entering into an agreement to do so; and

• (b) arranging, granting, accepting, acquiring, disposing, exercising or discharging an option or other right or obligation to acquire or dispose of Securities,

and Deal has a corresponding meaning.

Director means a director of each of Mirvac Limited, Mirvac Funds Limited or any other Mirvac Group entity with Securities listed on the ASX.

SECURITY TRADING POLICY

Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

Page 7

==> picture [66 x 36] intentionally omitted <==

Employee means an employee of the Mirvac Group, and contractors required to comply with Mirvac Group’s policies and procedures.

An Excluded Dealing in relation to Relevant Mirvac Securities by a Director or Employee means Dealing in the Relevant Mirvac Securities:

• (a) that results in no change in beneficial interest in the Relevant Mirvac Securities;

• (b) where the Dealing occurs via investments in a scheme or other arrangement where the investment decisions are exercised by a third party;

• (c) where the Director or Employee has no control or influence with respect to Dealing decisions; or

• (d) where the Dealing occurs under an offer to all or most of the holders of the Relevant Mirvac Securities.

See Appendix A for examples of Excluded Dealings

Information is Generally Available if it:

• (a) is readily observable, that is, accessible to the public by whatever means;

• (b) has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in Securities of the relevant type and since it was made known, a reasonable period for it to be disseminated; or

• (c) consists of deductions, conclusions or inferences made or drawn from information that is readily observable or has been made known in the manner referred to in paragraph (b) of this definition.

Group Company Secretary means the person holding the office of Group Company Secretary of the Mirvac Group.

Inside Information is information relating to Relevant Mirvac Securities that:

• (a) is not Generally Available; and

• (b) if it were Generally Available, a reasonable person would expect it to have a material effect on the price of the Relevant Mirvac Securities.

This includes all oral or written information, whether matters of uncertain nature, rumours, matters of supposition, matters relating to the intentions of a person (including an entity in the Mirvac Group or an entity which has a Mirvac Group member which acts as its trustee or responsible entity), indefinite matters that are not required to be disclosed to the public, and whether accurate, inaccurate or incorrect. It is not limited to information regarding the Mirvac Group but may relate to other persons, including customers, suppliers, counterparties, investors or other persons with whom the Mirvac Group is in discussions. See Appendix A for examples of Inside Information.

Mirvac Group means Mirvac Limited, the Mirvac Property Trust and their respective controlled entities.

Relevant Mirvac Securities means the Securities in:

• (a) Mirvac Group (being ASX ticker code MGR); or

• (b) any other listed entity within the Mirvac Group.

Special Circumstances means one of the following circumstances :

• (a) to comply with the requirements of a court order or other legal or regulatory requirement;

• (b) severe financial hardship for a pressing financial commitment which cannot be satisfied other than by disposing of Relevant Mirvac Securities; or

SECURITY TRADING POLICY

Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

Page 8

==> picture [66 x 36] intentionally omitted <==

• (c) any other circumstance which is considered to be an exceptional circumstance by the Approving Officers.

Securities includes:

• (a) stapled securities, shares or bonds issued or proposed to be issued by a company;

• (b) derivatives including swaps, equity or credit derivatives;

• (c) units in a managed investment scheme;

• (d) debentures, stocks or bonds issued or proposed to be issued by a government;

• (e) options; and

• (f) any other financial products that are able to be traded on a financial market.

Trading Window means:

• (a) the 6 week period commencing the next business day after the day on which the half-year or full year results are released (as applicable to the relevant entity);

• (b) the 2 week period commencing the next business day after the day of the Annual General Meeting; or

• (c) any period advised by the Mirvac Group to be a Trading Window.

9.2 Interpretation

• (a) Where relevant, words used in this policy have the same meaning as in the Corporations Act.

• (b) A reference to days is a reference to calendar days unless otherwise specified in this policy.

• (c) A reference to 'including' is to be read as 'including (without limitation)'.

• (d) A reference to Deal or Deals has the same meaning as 'Dealing'.

10 Approval

This policy was approved and adopted by the Mirvac Group Board on 16 September 2020.

SECURITY TRADING POLICY Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

Page 9

==> picture [66 x 36] intentionally omitted <==

Appendix A

Examples of Inside Information

Examples of Inside Information might include:

• (a) a material change to forecast results of an entity;

• (b) a material acquisition of an asset or sale of an asset;

• (c) a proposed or actual takeover or scheme;

• (d) a proposed or actual merger;

• (e) proposed material legal proceedings being commenced by or against an entity;

• (f) regulatory action or investigation by government authorities;

• (g) a proposed or actual dividend or distribution or change in the dividend or distribution policy;

• (h) a significant expansion or contraction of business operations;

• (i) a change of a responsible entity;

• (j) senior management or Board changes;

• (k) the loss of a major tenant or a material breach of a lease by a major tenant which would have a material impact on earnings of the relevant entity;

• (l) an industrial dispute or project delays on a material project or development; or

• (m) any new or changes in ratings by a rating agency.

Examples of Excluded Dealings

Examples of Excluded Dealing might include:

• (a) transfer of Relevant Mirvac Securities held by a Director or Employee into a superannuation fund or other saving scheme in which the Director or Employee is the only beneficiary;

• (b) an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in Relevant Mirvac Securities) where the assets of the fund or other scheme are invested at the discretion of a third party;

• (c) where the Director or Employee is a trustee, trading in the Relevant Mirvac Securities by that trust where the Director or Employee is not a beneficiary of the trust and any decisions to trade are taken by the other trustees or by investment managers independently of the Director or Employee;

• (d) undertakings to accept, or the acceptance of, a takeover offer in relation to Relevant Mirvac Securities;

• (e) trading under an offer or invitation made to all or most of the holders of Relevant Mirvac Securities such as, a rights issue, a security purchase plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board, including decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under the renounceable pro rata issue;

• (f) an application for performance rights under any employee security scheme or an allotment of Securities pursuant to any employee security scheme in response to an offer made by the Mirvac Group in accordance with the terms of the relevant employee security scheme and where the timing and structure of the offer has been approved by the Board (for the avoidance of doubt, the subsequent disposal of Relevant Mirvac Securities acquired under an employee security scheme is subject to the prohibitions outlined in this policy); and

• (g) an acquisition of Securities under a security purchase plan or a dividend or distribution plan where the Director or Employee did not enter into or amend their participation in the plan outside a Trading Window.

SECURITY TRADING POLICY

Policy Authorised by: Mirvac Group Board on 17 September 2020 Policy Maintained by: Company Secretariat Last Revised Date: 26 May 2017

Page 10