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MIRVAC GROUP Proxy Solicitation & Information Statement 2009

Nov 17, 2009

65328_rns_2009-11-17_7a360135-6741-4e77-b35d-a5a9682aaef9.pdf

Proxy Solicitation & Information Statement

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MIRVAC REAL ESTATE INVESTMENT TRUST ARSN 089 535 526 Responsible entity: Mirvac REIT Management Limited ABN 70 002 060 228 AFSL 233787 www.mirvac.com/mrz

All correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 139 012 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 [email protected] www.computershare.com

18 November 2009

Dear Unitholder

Proposed Acquisition of Mirvac Real Investment Trust by Mirvac Group: Mirvac Increases its Offer

In relation to the above Proposal, I am pleased to advise that Mirvac has increased the consideration offered under the Scheme so that MRZ Unitholders at the Record Date will now have a choice of either:

  • $0.55 cash per MRZ Unit up to 20,000 MRZ Units plus 1 Mirvac Security for every 2.6 MRZ Units in excess of 20,000 MRZ Units (Cash and Scrip Option); or

  • 1 Mirvac Security for every 2.6 MRZ Units.

This represents:

  • a 10.0 per cent increase in the cash component of the consideration; and

  • an increase of 7.1 per cent in the implied value of the scrip component from $0.54 to $0.58 per MRZ Unit 1;

compared to the original consideration detailed in the Explanatory Memorandum dated 23 October 2009.

The impact of the revised consideration on MRZ Unitholders is set out in the table below:

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----- Start of picture text ----- Assuming the Proposal is implemented Per MRZ Unit on a Per equivalent Impact of Impact ofon 7 December 2009 stand alone basis MRZ Unit (following Proposal on Proposal on12 months ending completion of MRZ Unitholders MRZ Unitholders30 June 2010 Proposal) (cents) (%)12 months ending30 June 2010Forecast operating earnings (cents) 4.65 4.12 –0.53 –11Distributions including SpecialDistribution (cents) [2, 3] :– based on Mirvac Trust low end of range 3.20 3.31 +0.11 +3– based on Mirvac Trust mid point range 3.20 3.50 +0.30 +9– based on Mirvac Trust high end of range 3.20 3.69 +0.49 +15Headline gearing at 30 June 2009 (%) 43.8 22.9 — –48Net Tangible Assets at 30 June 2009 $0.85 $0.67 –$0.18 –21----- End of picture text -----

1 Based on the one month VWAP of Mirvac Securities of $1.51 to 17 November 2009. Based on the closing price of Mirvac on 17 November 2009, the implied value of the scrip component is $0.594 per MRZ Unit.

2 Mirvac Trust has provided a distribution forecast range of 8.0 to 9.0 cents per Mirvac Security. The impact of the Proposal on distributions to MRZ Unitholders is illustrated assuming a distribution of 8.0 cents per Mirvac Security (low end of range), 8.5 cents per Mirvac Security (mid point of range) and 9.0 cents per Mirvac Security (high end of range). The distribution per MRZ Unit assuming the Proposal is implemented on 7 December 2009 includes the payment of a 1.0 cent per unit Special Distribution to MRZ Unitholders.

  • 3 MRZ stand alone distribution guidance per MRZ Unit is for the 12 months ending 30 June 2010.

Your Independent Directors welcome the increase and continue to recommend the Proposal, in the absence of a superior proposal.

The Independent Expert has reaffirmed its conclusion that, in the absence of a superior proposal, the Proposal is not fair but reasonable. The Independent Expert has also reaffirmed its conclusion that the Scheme is in the best interests of Non-Associated Unitholders, in the absence of a superior proposal.

Your vote is important.

The Proposal cannot proceed without Unitholder approval. I encourage all Unitholders to read this letter in conjunction with the Explanatory Memorandum and to vote in favour of the Proposal either in person at the Meeting or by returning your proxy form in accordance with the instructions on the form.

The Meeting will be held on:

11.00am Wednesday, 25 November 2009 Level 2, State Room, Hilton Sydney 488 George Street Sydney NSW 2000.

If you wish to appoint a proxy, please complete and sign the original proxy form sent to you with the Explanatory Memorandum. Please note that proxy forms must be received by the MRZ Registry before 11.00am on Monday, 23 November 2009.

Proxy forms and Election Forms already lodged will remain valid.

Unitholders who do not complete the Election Form enclosed with the Explanatory Memorandum will automatically participate in the Cash and Scrip Option.

If you have not returned an Election Form and wish to do so, please note that Election Forms must be received by Computershare Investor Services before 5.00pm on Wednesday, 25 November 2009.

If you require a replacement proxy form or Election Form or wish to revoke a previous proxy form or Election Form, or have any questions in relation to the Proposal, please call the MRZ information line on 1800 606 449.

Unitholders should note, if you have already lodged a proxy form or Election Form, and the resolutions are approved at the Meeting, you will receive the increased consideration under the Scheme.

Yours faithfully

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Paul Barker Independent Chairman Mirvac REIT Management Limited