MIRVAC GROUP — M&A Activity 2009

Nov 17, 2009

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18 November 2009

REVISED OFFER FROM MIRVAC IN RELATION TO MIRVAC REAL ESTATE INVESTMENT TRUST

Mirvac Group (“Mirvac”) [ASX:MGR] is pleased to announce that it is revising its offer to acquire all of the issued units in Mirvac Real Estate Investment Trust (“MRZ”) [ASX:MRZ] (the “Proposal”) previously announced on 12 October 2009.

Mirvac has increased the cash offer price and enhanced the scrip consideration to be received by MRZ unitholders as follows:

• Cash and Scrip Option: cash of $0.55 per MRZ unit for the first 20,000 MRZ units held plus 1 Mirvac Security (comprising one share in Mirvac Limited and one unit in Mirvac Property Trust) for every 2.6 MRZ units in excess of 20,000 MRZ units; or

• Scrip Option: 1 Mirvac Security for every 2.6 MRZ units held.

Based on the closing price of Mirvac Securities of $1.545 on 17 November 2009, the implied value of the scrip component of the Scheme Consideration (being either the Cash and Scrip Option or the Scrip Option) is $0.594 per MRZ unit, representing a 10% increase to the implied value of the scrip consideration announced on 12 October 2009 of $0.54 per MRZ unit[1] . This represents a premium to the trading prices of MRZ units prior to announcement of discussions with Mirvac and execution of the Merger Implementation Deed of:

	Prior toannouncement ofdiscussionsbetween Mirvacand Mirvac REITManagementLimited2	Prior toexecution ofMergerImplementationDeed3
Premium/ (Discount) tolast closing price	49.1%	0.2%
Premium/ (Discount) to1 month VWAP	67.1%	10.0%
Premium/ (Discount) to 3month VWAP	72.0%	19.9%

The implied value of the scrip component of the Scheme Consideration of $0.594 per MRZ unit represents a 30.1% discount to MRZ's NTA of $0.85 at 30 June 2009.

1 Based on the one month volume weighted average price of Mirvac Securities of $1.63 on 9 October 2009. 2 Period to 12 August 2009 and based on the one month volume weighted average price of Mirvac Securities to 17 November 2009.

3 Period to 9 October 2009 and based on the one month volume weighted average price of Mirvac Securities to 17 November 2009.

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All other terms of the Proposal as announced on 12 October 2009 remain unchanged.

The impact of the revised Proposal on key Mirvac financial information is presented in the table below.

Key transaction metrics (pro forma)4,5,6,7	Proposal as	Revised	Difference
	announced on	Proposal
	12 October
	2009
MPT EPS (cents) per Mirvac Security	10.7	10.7	-
DPS (cents) per Mirvac Security	8.0–9.0	8.0–9.0	-
NTA($) per Mirvac Security	$1.76	$1.74	($0.02)
Total leverageratio	32.9%	32.9%	-
Balance sheet gearing	22.9%	22.9%	-
Mirvac Securities issued under the Proposal	138.2	159.4	21.2
(millions)
MPT Pro forma operating profit presented as if	327.9	327.8	(0.1)
the Proposal was implemented on 1 July 2009
($millions)
MPT Pro forma operating profit presented as if	308.8	308.7	(0.1)
the Proposal was implemented on 7 December
2009 ($ millions)
MPT Pro forma net profit presented as if the	516.5	489.9	(26.6)
Proposal was implemented on 1 July 2009
($millions)
MPT Pro forma net profit presented as if the	497.4	470.8	(26.6)
Proposal was implemented on 7 December 2009
($millions)
Payment of cash consideration to MRZ	(106.4)	(116.1)	(9.7)
unitholders as part oftheProposal($millions)
Disposal of Mirvac Securities issued to James	81.9	91.8	9.9
FieldingTrust as part oftheProposal($millions)
Mirvac’sfundingheadroom($millions)	869.8	870.0	0.2

4 Full details of the assumptions underlying these calculations are contained in the Explanatory Memorandum dated 23 October 2009 in relation to the Proposal, except for those which have been amended as part of the revised Proposal and described in this announcement.

5 Implementation date of Proposal is expected to be 7 December 2009. Assumes that all MRZ unitholders elect to receive the Cash and Scrip Option and that Mirvac will retire 100% of MRZ’s borrowings. EPS and DPS relate to MPT only and are presented on the basis as if the Proposal was implemented on 7 December 2009. EPS represents operating earnings per Mirvac Security. All other key assumptions are described in the Explanatory Memorandum dated 23 October 2009 in relation to the Proposal.

6 Total leverage ratio, balance sheet gearing and NTA calculations assumes the sale of all Mirvac Securities received by James Fielding Trust at $1.545 per Mirvac Security (being the closing price of Mirvac Securities on 16 November 2009). 7 Balance sheet gearing is defined as total interest bearing debt less cash / total tangible assets less cash.

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Mirvac continues to believe that the Proposal is highly attractive to MRZ unitholders given the downside potential and significant uncertainty that has arisen due to MRZ’s asset rationalisation program and MRZ’s current earnings, funding and liquidity challenges.

On the basis of the revised Proposal, Mirvac encourages all MRZ unitholders to vote on the Proposal and looks forward to welcoming MRZ unitholders to become part of the Mirvac growth story - an investment in a leading Australian integrated real estate group underpinned by one of the lowest geared balance sheets in the AREIT sector.

This announcement updates the information contained in the Explanatory Memorandum dated 23 October 2009 in relation to the Proposal. MRZ unitholders should carefully read the Explanatory Memorandum in light of this announcement.

Subject to the acceptance of this revised Proposal by the independent directors of Mirvac REIT Management Limited, the responsible entity of MRZ, the Merger Implementation Deed will be amended to reflect the terms of this revised Proposal.

For more information, please contact:

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

Important Notes

This announcement has been prepared without taking into account the objectives, financial situation or needs of any person. Before making an investment decision prospective investors should consider the Explanatory Memorandum (as updated by this announcement) and the appropriateness of the information in this announcement and the Explanatory Memorandum 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. The offer of Mirvac Securities pursuant to the MRZ trust scheme is being made by Mirvac Limited and Mirvac Funds Limited as responsible entity of Mirvac Property Trust. The Explanatory Memorandum is also a prospectus and product disclosure statement in relation to the issue of Mirvac Securities. A copy of the Explanatory Memorandum can be obtained from www.mirvac.com/mrz or by calling 1800 606 449 (within Australia) or +612 8256 3382 (outside Australia). A paper copy of this announcement will be provided upon request.

Forward looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice. 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 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 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. Please see the risks section of the Explanatory Memorandum for further details. 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.

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