MIRVAC GROUP — Proxy Solicitation & Information Statement 2009

Nov 11, 2009

==> picture [51 x 37] intentionally omitted <==

What do you need to do?

1. Read your Explanatory Memorandum

You should read the Explanatory Memorandum in its entirety before deciding how to vote. If you are in any doubt about what to do, you should consult your legal, investment, taxation or other professional adviser without delay.

2. Attend the meeting in person and vote

Your Independent Directors recommend MRZ Unitholders vote in favour of the Proposal in the absence of a superior proposal. The Proposal will only proceed if approved by MRZ Unitholders at a meeting to be held at:

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

OR

3. Vote by Proxy

You may also vote by returning your Proxy Form in accordance with the instructions on the form by no later than 11.00am on Monday, 23 November 2009.

4. Return your Election Form

If you wish to take part in the Scrip Option, or Sale Facility, you will need to return your Election Form by no later than 5.00pm on Wednesday 25 November 2009 . There is no need to return the Election Form if you wish to receive the Cash and Scrip Option and not participate in the Sale Facility.

If you have lost or misplaced your documents please call the MRZ information line: 1800 606 449 (within Australia) or + 61 2 8256 3382 (outside Australia).

The information in this brochure 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 in this brochure does not constitute financial advice, has been prepared without reference to the investment objectives, financial situation, tax position or particular needs of any person and must be read in conjunction with the Explanatory Memorandum dated 23 October 2009. The offer of Mirvac Securities pursuant to the Scheme is being made by ML and the Mirvac RE. The Explanatory Memorandum is also a prospectus and product disclosure statement in relation to the issue of Mirvac Securities. You should consider the Explanatory Memorandum carefully in deciding how to vote on the Resolutions and which Scheme Consideration you wish to elect. A copy of the Explanatory Memorandum was sent to you and is also available on MRZ’s website at www.mirvac.com/mrz or by calling the MRZ information line on 1800 606 449 (within Australia) or + 61 2 8256 3382 (outside Australia) . Capitalised terms in this brochure have the same meaning as in the Explanatory Memorandum.

Forward looking statements, opinions and estimates provided in this brochure are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forwardlooking 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, MRML, Mirvac and their respective 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. Neither MRML nor Mirvac guarantee any particular rate of return or the performance of MRZ and/or Mirvac. Please see the risks section of the Explanatory Memorandum for further details.

If Mirvac Securities are acquired, Mirvac may receive fees and other benefits which are disclosed in the Explanatory Memorandum. To the extent that general financial product advice regarding the disposal of MRZ Units or the acquisition of Mirvac Securities is provided in this brochure, MRML and its related bodies corporate and associates will not receive any benefit or remuneration in connection with that advice. Directors and employees of MRML do not receive any specific payments of commissions for the authorised services provided under its AFSL. They receive salaries and may be entitled to bonuses, depending on performance. MRML is an entity within the Mirvac Group.

Mirvac Real Estate Investment Trust (“MRZ”) Proposed acquisition by Mirvac Group

YOUR INDEPENDENT DIRECTORS RECOMMEND YOU VOTE IN FAVOUR OF THE PROPOSAL, IN THE ABSENCE OF A SUPERIOR PROPOSAL.

Your vote is important.

Proxy Forms due: 11.00am, Monday 23 November 2009 Unitholder Meeting: 11.00am, Wednesday 25 November 2009

==> picture [281 x 44] intentionally omitted <==

By now you will have received your Explanatory Memorandum, Proxy Form and Election Form, enabling you to vote on Mirvac’s Proposal to acquire MRZ. If you have not received your copy of the Explanatory Memorandum, please call the MRZ information line on 1800 606 449 (within Australia) or + 61 2 8256 3382 (outside Australia) to arrange for an information pack to be sent to you.

The Proposal

> What is the Proposal?

Mirvac is proposing to acquire all MRZ Units on issue by way of an MRZ Unitholder approved Scheme.

> What are the reasons to vote FOR the Proposal

• Your Independent Directors believe the Proposal is superior to alternative options currently available to MRZ and recommend that you vote in favour of the Proposal, in the absence of a superior proposal.

• Due to the challenging prospects facing MRZ on a stand alone basis, the trading price of MRZ Units may fall if the Scheme is not implemented.

• MRZ Unitholders are being offered a premium to MRZ trading prices prior to the announcement of preliminary discussions between Mirvac and MRML on 13 August 2009, as set out in the following table[1] :

==> picture [228 x 119] intentionally omitted <==

----- Start of picture text ----- Prior to Prior to executionannouncement of of the Mergerdiscussions between ImplementationMirvac and MRML [2] Deed [3]Premium/ 39.2% (6.4)%(Discount) tolast closing pricePremium to 56.0% 2.7%1 month VWAPPremium to 60.6% 12.0%3 month VWAP----- End of picture text -----

• 1 Based on the implied value of the scrip component of the Scheme Consideration of $0.54 per MRZ Unit, which is based on the 1 month VWAP of Mirvac Securities of $1.63 on 9 October 2009.

• 2 Period to 12 August 2009.

• 3 Period to 9 October 2009.

• The advantages of being an investor in Mirvac are expected to include:

  • lower gearing;

  • lower cost of capital;

  • enhanced growth profile;

  • broader geographic, asset sector and tenant diversification;

  • retaining an interest in the Woden Development;

  • enhanced liquidity through inclusion in key property indices; and

  • greater certainty of distributions.

> What will I receive under the Proposal?

Under the Proposal, MRZ Unitholders can receive either:

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

• 1 Mirvac Security for every 3 MRZ Units (“Scrip Option”).

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

If the Proposal is implemented, MRZ Unitholders will also receive a Special Distribution of 1.0 cent per MRZ Unit held on the Record Date.

Foreign Unitholders will not receive any Mirvac Securities and should refer to the Explanatory Memorandum for further details of the Scheme Consideration they will be eligible to receive.

> What are the conclusions of the Independent Expert?

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

What other options were considered?

>

• a sale of all MRZ assets and returning the net proceeds to Unitholders via a managed wind-up process, which would have an uncertain timeframe, would likely trigger debt covenants and affect liquidity and unit price;

• a recapitalisation of MRZ. A significant recapitalisation would be required which would be materially dilutive to Unitholders;

• the continued sale of assets, which is subject to the risks outlined above; and

• a combination of asset sales and recapitalisation.

> Who is Mirvac?

Mirvac is a leading integrated real estate group, listed on the ASX with approximately $7.4 billion of total assets, primarily across its core divisions of investment and development. Mirvac has more than 37 years of experience in the real estate industry and has an unmatched reputation for delivering quality products across all of its businesses. Mirvac has been a long-term investor in MRZ and currently holds 24.6 per cent of MRZ Units on issue.

> What will be the strategy of Mirvac?

The Proposal will not materially alter the strategy of Mirvac. Mirvac has two core divisions: Investment, comprising Mirvac Trust and Mirvac Asset Management and Development, comprising predominantly residential development with some non-residential development.

If the Proposal is implemented, MRZ Unitholders who receive Mirvac Securities will be entitled to receive distributions in relation to these securities from Mirvac, including the distribution for the three months ending 31 December 2009, provided they are the registered holder of those Mirvac Securities on the relevant record date.

Details on Mirvac are set out in Sections 3 and 4 of the Explanatory Memorandum.

> What are the reasons to vote against the Proposal?

• the Independent Expert has concluded that the Scheme Consideration is not fair;

• increased risk profile due to a change in the nature of your investment for MRZ Unitholders who receive Mirvac Securities;

• reduction in forecast earnings for the year ending 30 June 2010 for MRZ Unitholders who receive Mirvac Securities;

• the Scheme Consideration represents a discount to NTA and, for MRZ Unitholders who receive Mirvac Securities, results in an effective reduction in NTA per MRZ Unit;

• potential tax implications; and

• potential variability in the implied value of the scrip component of the Scheme Consideration.

> What do your Independent Directors recommend?

• Your Independent Directors recommend the Proposal to MRZ Unitholders, in the absence of a superior proposal.

• Your Independent Directors also recommend that MRZ Unitholders vote in favour of the Proposal, in the absence of a superior proposal.

Further information is contained in the Explanatory Memorandum mailed to you on 30 October 2009.