MIRVAC GROUP — Investor Presentation 2009

Oct 11, 2009

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Mirvac Real Estate Investment Trust Proposed merger with Mirvac 12 October 2009

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Agenda

Offer highlights

Key offer terms

Offer metrics

• Mirvac summary

Prospects for MRZ on a stand alone basis > Benefits of offer to MRZ Unitholders

• Independent Expert’s opinion

Independent Directors’ recommendation

• Sale Facility

Potential disadvantages of the offer > Indicative timetable

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Offer highlights

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• Mirvac Real Estate Investment Trust (MRZ) has entered into a merger implementation deed with Mirvac

• Merger to be implemented via a trust scheme of arrangement, subject to MRZ Unitholder approval

• Mirvac is offering MRZ Unitholders a choice of:

• Cash and Scrip; or

• Scrip

• MRZ Unitholders will also be entitled to a one-off special distribution of 1.00 cent per MRZ Unit

• Sale Facility available to MRZ Unitholders who receive Merged Mirvac Securities

• The Independent Expert’s opinion is that the proposal is in the best interests of MRZ Unitholders, in the absence of a superior proposal

• Independent Directors recommend the proposal in the absence of a superior proposal

Key offer terms

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• Mirvac to merge with MRZ via a trust scheme of arrangement, subject to MRZ Unitholder approval

• MRZ Unitholders[1] can elect to receive consideration of either :

• Cash of $0.50 per MRZ Unit up to 20,000 MRZ Units, plus 1 Merged Mirvac Security for every 3 MRZ Units in excess of 20,000 MRZ Units (Cash and Scrip Option)[2] ; or

• 1 Merged Mirvac Security for every 3 MRZ Units (Scrip Option)

• The scrip component of the Scheme Consideration implies a value of $0.54 per MRZ Unit[3]

• MRZ Unitholders also entitled to a one-off special distribution of 1.00 cent per MRZ Unit

• Sale Facility available for MRZ Unitholders who receive Merged Mirvac Securities

• Merged Mirvac Securities issued as part of the proposal will rank equally with all Mirvac securities on issue including for distributions for the three months ending 31 December 2009

1 Foreign Unitholders will not be issued with Merged Mirvac Securities under the Scheme. Sale Facility available to Foreign Unitholders.

Offer metrics

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> The offer consideration represents a significant premium to:

• MRZ’s closing price on 12 August 2009[1]

• 1 month VWAP prior to 12 August 2009[1] ; and

• 3 month VWAP prior to 12 August 2009[1]

> Discount of 36.1[2] per cent to NTA at 30 June 2009 of $0.85

Offer premiums[1]

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MRZ trading performance 1 January 2009 to 9 October 2009

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1 Based on the closing price on 12 August, the day prior to Mirvac’s announcement which stated

Mirvac summary

• Established in 1972, Mirvac has 37 years of experience in the real estate industry and a proven track record

• Mirvac is Australia’s 4[th] largest REIT with a market capitalisation of $4.7 billion

• Mirvac is a fully integrated real estate company with operations in two core divisions

• Mirvac owns and operates a $3.7 billion core investment portfolio that delivers a stable income stream

• Mirvac’s development division operates one of Australia’s leading residential development brands

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Sector Diversification (as at 30 June 2009)

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Lots under control (as at 30 June 2009)

• Looking forward Mirvac is well positioned

• One of the lowest geared balance sheets in the AREIT sector

• Strong credit profile with BBB credit rating (positive outlook)

• Secure earnings – target 80% trust and 20% corporate

• Attractive growth with potential upside from development earnings

Prospects for MRZ on a stand alone basis

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• MRZ as a stand alone vehicle faces several challenges

• Net property income is expected to be impacted by the expiry of leases and subsequent refurbishment at 10-20 Bond Street representing approximately 10 per cent of MRZ’s total income

• Bank facility covenants at 30 June 2009 were tight:

• Gearing of 44.6 per cent vs bank covenant of 45.0 per cent

• Look through gearing of 48.6 per cent vs covenant of 50.0 per cent

• Interest rate cover ratio of 1.91 times vs covenant of 1.75 times

• Tangible Net Worth of $532 million vs covenant of $475 million

• Debt facilities maturities in:

• September 2010 - $238 million

• September 2011 - $313 million

• Gearing covenant reduces to 40 per cent in September 2010

Prospects for MRZ on a stand alone basis (continued)

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> Independent Directors have considered alternative options:

• Sale of selected assets to reduce gearing

• Recapitalisation

• Wind up of MRZ

• Combination of asset sales and recapitalisation

The Independent Directors believe that the merger proposal is a superior outcome to the alternative options

Benefits of the offer to MRZ Unitholders

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• Significant premium to recent trading prices[1]

• FY10 distribution forecast of 3.33 cents per equivalent MRZ Unit, 4.1 per cent higher than the stand alone guidance (including special distribution and based on the high end of the Merged Mirvac distribution forecast range of 8.00 – 9.00 cents per Merged Mirvac Security)

• Enhanced growth profile in merged entity  Mirvac’s financial strength

• Diversification and scale of Mirvac’s operations

• Strong platform for growth

• Ability to seek future opportunities

Benefits of the offer to MRZ Unitholders (continued)

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> Improved cost of capital

and financial flexibility

• Mirvac’s S&P rating short and long term BBB/A-2 (positive outlook)

• Access to capital markets

• Improved gearing, including considerable headroom on debt covenants

> Enhanced liquidity and increased market capitalisation

• Merged entity will be one of the top 5 listed AREITs

• Broader spread of Investors with no single Investor holding greater than 6.1 per cent

• Smaller buy/sell spreads

• Greater depth in trading volumes

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Gearing
44.6%
stand alone
32.9%
merged entity
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Market Capitalisation
$4.9 bn
merged entity
$363.8 m
stand alone [1]
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Benefits of the offer to MRZ Unitholders (continued)

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Increased geographic diversification

MRZ – Stand alone by book value as at 30 June 2009[1]

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Merged Mirvac - by book value (pro forma) as at 30 June 2009[1,2]

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1 Post 30 June 2009 MRZ assets Doncaster Road and Pender Place Shopping Centre have been contracted for sale.

Benefits of the offer to MRZ Unitholders (continued)

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> Broader sector diversification:

• Diversified property group with larger number of investment assets

• Exposure to 77 direct property assets across commercial, retail, industrial

• and hotel sectors vs 22 MRZ stand alone

MRZ – Stand alone by book value as at 30 June 2009[1]

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Merged Mirvac - by book value (pro forma) as at 30 June 2009[1,2]

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Benefits of the offer to MRZ Unitholders (continued)

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> Stronger lease expiry profile:

• Weighted average lease expiry by area of 5.4 years vs 4.8 years MRZ stand alone

> Improved average asset quality

• Weighted average cap rate reduces to 7.68 per cent for the merged entity from 8.33 per cent MRZ stand alone

MRZ – Stand alone by area as at 30 June 2009[1]

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Merged Mirvac - by area (pro forma) as at 30 June 2009[1,2]

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Benefits of the offer to MRZ Unitholders (continued)

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Inclusion in key property indices

Index	MRZ
S&P/ASX 200	Nil
S&P/ASX 200	Nil
A-REIT (Sector)
S&P/ASX 100	Nil
MSCI	Nil

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Index	Merged
	entity1
S&P/ASX 200	0.44%
S&P/ASX 200 A-REIT (Sector)	7.00%
S&P/ASX 100	0.47%
MSCI	0.48%

1 Merged Mirvac’s index weightings are based on estimated index market capitalisation resulting from the offer,

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Independent Expert’s opinion

• Deloitte Corporate Finance Pty Limited appointed as Independent Expert

• The Independent Expert has concluded that the Proposal is not fair but reasonable and is in the best interests of MRZ Unitholders, in the absence of a superior proposal

• The Independent Expert has interpreted ASIC Regulatory Guide 111 to mean that in assessing “fairness” the expert:

• (i) should not have regard to any entity specific or structural issues such as excess gearing which may impair an entity’s ability to realise full fair market value for its assets, which may be reflected in the market price of its securities; and

• (ii) should assume an orderly market for the underlying assets

However, in its assessment of whether the Proposal is “reasonable” and in the best interests of MRZ Unitholders, the Independent Expert was able to have regard to MRZ’s circumstances including short term debt maturities, potential covenant breaches and capital constraints which would likely adversely impact the value realisable by MRZ Unitholders on a stand alone basis.

Independent Directors’ recommendation

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• The Independent Directors RECOMMEND the merger proposal with Mirvac, in the absence of a superior proposal

• The Independent Directors make the recommendation after careful consideration of:

• the value of the Scheme Consideration;

• the prospects for MRZ as a stand alone entity;

• the potential benefits to MRZ Unitholders as Investors in Merged Mirvac, including improved gearing, improved cost of capital and

  • financial flexibility, enhanced growth profile, broader geographic, asset and business diversification, increased market capitalisation and inclusion in key property indices;

• the alternate strategies available to MRZ; and

• the opinion of the Independent Expert that the Proposal is in the best

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Indicative timetable

Transaction item		Date
Transaction announcement		12 October 2009
Explanatory memorandum available		30 October 2009
MRZ Scheme Meeting		25 November 2009
Record date for determining entitlements to Scheme Consideration	and special distribution	2 December 2009
Implementation date		7 December 2009

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Appendices

Sale Facility

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• MRZ Unitholders who wish to sell their Merged Mirvac Securities may elect to participate in the Sale Facility established by Mirvac either by:

• participating in the Cash and Scrip Option and then electing to sell the balance of any Merged Mirvac Securities received via the Sale Facility; or

• – electing the Scrip Option and then further electing to sell their Merged Mirvac Securities via the Sale Facility

• The Sale Facility does not guarantee a fixed cash amount to Sale Facility Participants

• The cash amount to be received as a result of participating in the Sale Facility will be determined by reference to the proceeds received from the sale of Merged Mirvac Securities, executed by the Sale Broker on the ASX or by an Institutional bookbuild. This amount may be higher or lower than that available under the Cash and Scrip Option

• Full details of the Sale Facility will be outlined in the Explanatory Memorandum

Potential disadvantages of the offer

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• Reduction in forecast earnings for the financial year ending 30 June 2010

• 4.65 cents per MRZ Unit stand alone, compared to 3.57 cents under Merged Mirvac

• Increased risk profile due to a change in the nature of your investment

• Discount to NTA

• $0.54[1] implied value of scrip component of the Scheme Consideration represents a 36.1 percent discount to MRZ’s NTA of $0.85 per MRZ Unit as at 30 June 2009;

• NTA per equivalent MRZ Unit reduces from $0.85 per MRZ Unit to $0.59 under the merger

• Potential capital gains tax implications for MRZ Unitholders

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The information in this presentation is provided by Mirvac REIT Management Limited (ABN 70 002 060 228 AFSL 233 787, Level 26, 60 Margaret Street, Sydney NSW 2000 in its capacity as the responsible entity of Mirvac Real Estate Investment Trust (ARSN 089 535 526).

The information made available through this presentation and appendices, including any expression of opinion or forecast, has been obtained from or based on sources believed by Mirvac REIT Management Limited to be reliable.

The information contained in this presentation is of a general nature and does not constitute financial product advice. This presentation has been prepared without taking account of any person’s objectives, financial situation or needs. Each person should before acting on this presentation consider its appropriateness having regard to their own objectives, financial situation and needs. Mirvac REIT Management Limited does not warrant the accuracy, reliability or completeness of the information contained in this presentation or that the information is suitable for your intended use. The information contained in this presentation should not be relied upon by you in substitution of you obtaining independent advice. You should carefully consider the merger proposal (including all of the information in the Explanatory Memorandum, when available) and consult a professional investment adviser before making any decision regarding a financial product.

Except insofar as liability under any statute cannot be excluded, Mirvac REIT Management Limited, its related entities and their respective directors, employees and consultants will not be liable for any inaccuracies, omissions or errors in the content nor for any loss or damage (whether direct, indirect, consequential or otherwise) arising from reliance on or use of the information contained in this presentation.

Past performance is not an indicator of future performance.