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MIRVAC GROUP Capital/Financing Update 2010

Apr 14, 2010

65328_rns_2010-04-14_9341c5be-99f7-4506-9a9a-a5f7d46ac839.pdf

Capital/Financing Update

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

15 April 2010

Mirvac Group Security Purchase Plan

Mirvac Group (“Mirvac” or the “Group”) announced on 7 April 2010 that it would be conducting a Security Purchase Plan (“SPP”) to provide eligible Securityholders with the opportunity to subscribe for up to A$15,000 worth of Mirvac stapled securities (“Securities”) without paying any brokerage costs.

The SPP supplements the recent A$350 million institutional placement conducted at A$1.40 per security. Securityholders taking up this offer will be able to purchase Mirvac Securities at A$1.40 per Security, the same price offered in the institutional placement.

If the total value of applications for Securities under the SPP is more than A$150 million, Mirvac reserves the right to scale back applications.

The SPP offer opens at 9.00am (AEST) on Thursday, 15 April 2010 and is expected to close at 5.00pm (AEST) on Thursday, 6 May 2010. To participate in the offer, you may apply to purchase A$1,001 (715 stapled securities), A$2,520 (1,800 stapled securities), A$4,998 (3,570 stapled securities), A$7,560 (5,400 stapled securities), A$9,996 (7,140 stapled securities) or A$14,999.60 (10,714 stapled securities) all at an issue price of A$1.40 per security.

Participation in the SPP is optional and open only to eligible Securityholders who were registered holders of Mirvac Securities (or persons expressly noted on the register as a beneficiary of Securities held by a trustee or nominee) on the record date (7.00pm (AEST), Monday, 12 April 2010) with a registered address in Australia or New Zealand. Further details are set out in the SPP Terms and Conditions.

Mirvac will not seek Securityholder approval for the issue of Securities under the SPP.

ME_85558096_1 (W2003)

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Securityholders who may be eligible to participate in the offer were today mailed the attached SPP Terms and Conditions and a letter inviting them to participate in the SPP.

Securityholders are encouraged to read the SPP Terms and Conditions carefully and if in any doubt about whether or not to accept the offer, to consult a professional adviser.

Securityholders who have any questions regarding the SPP should contact the Mirvac Information Line on 1800 356 444 (within Australia) or on +61 2 8280 7107 (outside Australia) at any time from 8:30am to 5:30pm (AEST), Monday to Friday.

For further information please contact: Adam Crowe Group General Manager, External Relations +61 2 9080 8652

Important Information

An investment in Mirvac Group stapled securities is subject to investment and other known and unknown risks, some of which are beyond the control of Mirvac Group, including possible delays in repayment and loss of income and principal invested. Mirvac does not guarantee any particular rate of return or the performance of Mirvac Group nor do they guarantee the repayment of capital from Mirvac Group or any particular tax treatment.

This announcement is not an offer or an invitation to acquire Mirvac Group stapled securities or any other financial products and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any ‘U.S. person’ (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (“Securities Act”) (“U.S. Person”)). Mirvac Group stapled securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any US Person unless the stapled securities have been registered under the Securities Act, or in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.

This announcement is not financial advice or a recommendation to acquire Mirvac Group stapled securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information 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 to their jurisdiction.

Mirvac Group is not licensed to provide financial product advice in respect of Mirvac Group stapled securities. Cooling off rights do not apply to the acquisition of Mirvac Group stapled securities.

ME_85558096_1 (W2003)

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mirvAc Group

security purchAse plAn

mirvAc limited (Abn 92 003 280 699) mirvAc funds limited (Abn 70 002 561 640, Afsl number 233 121) As responsible entity of mirvAc property trust (Arsn 086 780 645)

15 April 2010

Artist impression of the refurbishment At 10–20 bond street, sydney, nsW

not for distribution or releAse in the united stAtes or to u.s. persons or persons ActinG for the Account or benefit of u.s. persons

chAirmAn’s letter

15 April 2010

Dear Securityholder

On behalf of the boards of Mirvac Limited and Mirvac Funds Limited as responsible entity of the Mirvac Property Trust, I am pleased to offer you the opportunity to participate in the Mirvac Group (“mirvac”) security purchase plan (“spp”) allowing you to apply to purchase up to A$15,000 worth of Mirvac’s stapled securities at an issue price of A$1.40 per security without paying any brokerage costs.

Mirvac announced the SPP on 7 April 2010, in conjunction with a A$350 million institutional placement.

The proceeds raised through the placement and the SPP further strengthens Mirvac’s balance sheet. Mirvac is currently assessing a range of acquisition opportunities:

  • In the general course of business, Mirvac regularly assesses corporate and direct residential development opportunities as they arise; and

  • Mirvac is in exclusive due diligence with Westpac Funds Management Limited for the acquisition of all of the instalment receipts and units in the Westpac Office Trust[1] .

In addition the proceeds from the equity raising allows for the fast tracking of residential and commercial development pipeline without depleting Mirvac’s financial capacity.

Details of the SPP

If you decide to take up the offer, the price for stapled securities available through the SPP will be the same price as paid by institutional investors under the institutional placement conducted on 7 April 2010 of A$1.40 per stapled security. The issue price of A$1.40 per stapled security represents a discount of 5.4 per cent to Mirvac’s closing price on the ASX on 6 April 2010 (the last trading day prior to the placement) and a 5.8 per cent discount to Mirvac’s volume weighted average price during the previous five trading days before 6 April 2010.

Participation in the SPP is optional and is open to eligible securityholders who are holders of stapled securities on the record date (7.00pm (Australian Eastern Standard Time (“Aest”)) on Thursday 12 April 2010) with a registered address on the register in Australia or New Zealand.

If the total value of applications for stapled securities under the SPP exceeds A$150 million, Mirvac has the absolute discretion to scale back applications. Should this happen, the balance of any application monies not applied to purchase stapled securities under the SPP will be refunded to you. Mirvac will make an announcement to the ASX on the outcome of the SPP and number of stapled securities issued on 12 May 2010.

What do I do next?

The SPP offer opens at 9.00am (AEST) on Thursday 15 April 2010. To participate in the offer, you may apply to purchase A$1,001 (715 stapled securities), A$2,520 (1,800 stapled securities), A$4,998 (3,570 stapled securities), A$7,560 (5,400 stapled securities), A$9,996 (7,140 stapled securities) or A$14,999.60 (10,714 stapled securities) all at an issue price of A$1.40 per security.

You can apply by either:

  • completing and returning the enclosed personalised Application Form, together with your payment; or

  • making a payment directly by BPay®,

making sure that Mirvac receives your application and payment by 5.00pm (Aest) on thursday 6 may 2010. If you make your application by BPay®, you do not need to return the Application Form.

This letter is not financial advice and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, you should consider the appropriateness of the information having regard to your own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as necessary or appropriate.

I encourage you to read the attached SPP Terms and Conditions carefully before making a decision on whether to participate in the SPP. You should be aware that the future market price of the stapled securities is uncertain and may rise or fall. This means the price you pay for stapled securities under the SPP may be either higher or lower than the stapled security price trading on the ASX at the time stapled securities are issued to you under the SPP.

What if I have more questions?

If you have any concerns or questions in relation to the SPP, please call Mirvac’s Information Line on 1800 356 444 (within Australia) or + 61 2 8280 7107 (outside Australia) at any time between 8.30am and 5.30pm (AEST), Monday to Friday.

Yours faithfully

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James MacKenzie Chairman

NOT FOR DISTRIBUTION OR RELEASE INTO THE UNITED STATES OR TO U.S. PERSONS

These Terms and Conditions do not constitute an offer of Securities for sale in the United States or any other jurisdiction in which such an offer would be illegal. The Securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons unless the Securities are registered under such Act or an exemption from the registration requirements of the Act is available.

  • 1) There is no certainty that exclusive due diligence with Westpac Funds Management Limited will lead to a transaction. The capital raising is not dependent upon, or intended for, any specifically proposed acquisition.

mirvAc Group security purchAse plAn 15 April 2010

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spp frequently Asked questions

1 What is the SPP?

The SPP provides eligible securityholders an opportunity to apply to acquire up to A$15,000 worth of Mirvac stapled securities at an issue price of A$1.40 per security.

2 Who is an eligible securityholder?

An eligible securityholder who may participate in the SPP is a registered holder of Mirvac stapled securities at 7.00pm (AEST) on 12 April 2010 with a registered address on the register in Australia or New Zealand. Securityholders who hold stapled securities on behalf of persons who reside outside Australia or New Zealand, are in the United States, or are “U.S. persons” (as defined in Regulation S under the United States Securities Act of 1933 as amended) (“securities Act”) (“us persons”) or who act for the account or benefit of a US Person are not eligible securityholders and are not entitled to participate in the SPP.

3 How will custodians and nominees be treated under the SPP?

Please refer to section 1(g) — 1(j) in the SPP Terms and Conditions for information on eligibility for custodian and nominee securityholders.

4 What are the key dates?

4 What are the key dates? 4 What are the key dates?
Record date
7.00pm (AEST) on Monday, 12 April 2010
SPP offer opens
9.00am (AEST) on Thursday,
15 April 2010
SPP offer closes
Allotment date
5.00pm (AEST) on Thursday,
6 May 2010
Friday, 14 May 2010
Dispatch of SPP confrmation
Listing of new stapled securities
Monday, 17 May 2010
Tuesday, 18 May 2010

Note: Mirvac has the discretion to vary any of the above dates.

7 What is the issue price?

The issue price under the SPP is A$1.40 per stapled security, which is the same price offered under the institutional placement conducted on 7 April 2010.

8 What rights will the new securities have?

Stapled securities issued under the SPP will rank equally in all respects with existing stapled securities quoted on the ASX, with the same voting rights, dividend/distribution rights and other entitlements from allotment.

9 What costs are associated with the SPP?

There are no brokerage, commissions or other transaction costs payable by eligible securityholders in relation to the application for and allotment of, stapled securities under the SPP.

10 How do I apply?

If you would like to apply to participate in the SPP, please follow the instructions on the enclosed Application Form. You have two options:

option 1: pay by bpay®

You can make a payment by BPay®. To do this, you must use the unique identifier shown on the Application Form. If you make your payment with BPay® you do not need to return your Application Form. You will not be able to withdraw or revoke your application or BPay® payment once you have submitted it or made it or change the amount of stapled securities you have applied for.

option 2: use the enclosed Application form

You can complete the Application Form, attach a cheque, bank draft or money order and submit your application in accordance with the instructions on the Application Form. Cheques, bank drafts and money orders should be made payable to “Mirvac — SPP Offer Account”. Application Forms together with application monies should be submitted in the reply paid envelope enclosed to:

5 How much can I invest under the SPP?

You may apply for stapled securities under the SPP up to a maximum amount of A$15,000 worth of Mirvac stapled securities at an issue price of A$1.40 per security. You may apply to purchase either A$1,001 (715 stapled securities), A$2,520 (1,800 stapled securities), A$4,998 (3,570 stapled securities), A$7,560 (5,400 stapled securities), A$9,996 (7,140 stapled securities) or A$14,999.60 (10,714 stapled securities).

6 What do I do if I receive more than one Application Form?

Eligible securityholders who receive more than one Application Form under the SPP, for example, because they hold stapled securities in more than one capacity, may apply on different Application Forms for stapled securities but may not apply for stapled securities with an aggregate dollar amount of more than A$15,000.

By post:

mirvac Group

C/- Link Market Services Limited Reply Paid 3560 Sydney NSW 2000

Hand delivery:

mirvac Group

C/- Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000

(please do not use the hand delivery address for mailing purposes)

All payments and applications must be received no later than 5.00pm (Aest) on thursday 6 may 2010.

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spp terms And conditions

IMPORTANT NOTICES

The offer to purchase stapled securities under the Mirvac Group (“mirvac”) security purchase plan (“spp”) is not a recommendation to purchase stapled securities. If you are in any doubt about this SPP, you should consider obtaining professional financial and/or taxation advice to assist you in determining whether or not, and the extent to which, you wish to participate in the SPP (taking into account your own financial situation, needs and objectives). Nothing in these terms and conditions (“spp terms and conditions”), the SPP application form (“Application form”) or any other accompanying documentation constitutes investment or financial product advice or is intended to influence your decision whether or not to participate in the SPP. If you apply to participate in the SPP, by making a BPay® payment or completing and returning the Application Form with a cheque or money order, you are accepting the risk that the market price of the stapled securities may change. This means it is possible that, up to or after the date you receive stapled securities under the SPP, you may be able to buy stapled securities on ASX Limited (“AsX”) at a lower price than under the SPP.

1 Eligible Securityholders

  • a) Subject to clauses 1(c) to 1(k), all persons registered as holders of fully paid ordinary stapled securities in Mirvac, each consisting of a share in Mirvac Limited (“ml”) and a unit in Mirvac Property Trust (“mpt”) (“securities”), at 7.00pm (AEST) on 12 April 2010 (“record date”), whose address in the registers of ML and MPT is in Australia or New Zealand may participate in the SPP (“eligible securityholders”).

Mirvac has determined that it is not practical for holders of Securities with registered addresses in other jurisdictions to participate in the SPP.

  • b) Directors and employees of Mirvac who hold Securities may be Eligible Securityholders.

  • c) Securityholders who hold Securities on behalf of persons who reside outside Australia or New Zealand, are in the United States, or are “U.S. Persons” (as defined in Regulation S under the United States Securities Act of 1933 as amended) (“securities Act”) (“us persons”) or who act for the account or benefit of a US Person are not entitled to participate in the SPP. The Securities to be issued under this SPP have not been and will not be registered under the Securities Act. Accordingly, Securityholders who are located in the United States or who are, or are acting for the account or benefit of, US Persons, are not Eligible Securityholders entitled to participate in the SPP.

  • d)In accordance with relevant New Zealand securities law, a person who, on the Record Date, was registered as a holder of Securities with a New Zealand address but who, as at the time of this offer (15 April 2010) no longer holds Securities, is not eligible to participate in the SPP.

  • e)To the extent that you hold Securities on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that any application complies with all applicable foreign laws.

You must not distribute any documents relating to the SPP to any person in the United States or to any US Person. Consistent with the representations, warranties and acknowledgements contained in clause 3 and the Application Form included with these SPP Terms and Conditions, you may not submit any completed Application Forms for any person in the United States or who is, or is acting for the account or benefit of, a US Person. Failure to comply with these restrictions may result in violations of applicable securities laws.

  • f) Securityholders who are joint holders of Securities are taken to be a single registered holder of Securities for the purposes of determining whether they are an Eligible Securityholder, and the certification under clause 3(a)(viii) by one joint holder will be effective in respect of the other joint holder(s).

  • g)Where a trustee or nominee is a registered holder of Securities and is expressly noted on the registers of ML and MPT as holding Securities on account of another person (a beneficiary), the beneficiary will be taken to be the registered holder of those Securities. In this instance, an application, certification or issue of Securities to the trustee or nominee will be taken to be an application or certification by, or an issue to, the beneficiary (ie, each such beneficiary may apply for up to A$15,000 worth of Securities under the SPP).

  • h)If you are a custodian (as defined in Australian Securities and Investments Commission (“Asic”) Class Order [CO 09/425]), you may apply for up to A$15,000 worth of Securities for each beneficiary subject to you annexing to your Application Form a certificate addressed to Mirvac with the following information:

  • i) confirmation of either or both of the following:

  • A) that you hold Securities on behalf of one or more other persons (each a participating beneficiary) that are not custodians; or

  • B) that another custodian (downstream custodian) holds beneficial interests in Securities on behalf of one or more other persons (each a participating beneficiary), and you hold the Securities to which those beneficial interests relate on behalf of the downstream custodian or another custodian;

  • ii) confirmation that each participating beneficiary has subsequently instructed the following persons:

  • A) where paragraph 1(h)(i)(A) above applies — you; or

  • B) where paragraph 1(h)(i)(B) above applies — the downstream custodian,

    • to apply for Securities on their behalf under the SPP;

iii) the number of beneficiaries and their names and addresses;

iv) in respect of each participating beneficiary:

  • A) where paragraph 1(h)(i)(A) above applies — the number of Securities that you hold on their behalf; or

  • B) where paragraph 1(h)(i)(B) above applies — the number of Securities to which the beneficial interests relate; and

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  • v) in respect of each participating beneficiary:

  • A) where paragraph 1(h)(i)(A) above applies — the number or the dollar amount of Securities they have instructed you to apply for on their behalf; or

  • B) where paragraph 1(h)(i)(B) above applies — the number or the dollar amount of Securities they have instructed the downstream custodian to apply for on their behalf;

  • vi) confirming that there are no participating beneficiaries in respect of which the total of the application price for the following exceeds A$15,000:

  • A) the Securities applied for by you under the SPP in accordance with the instructions referred to in 1(h)(v) above; and

  • B) any other Securities issued to you in the 12 months before the application as a result of an instruction given by them to you or the downstream custodian to apply for Securities on their behalf under an arrangement similar to the SPP;

  • vii) confirming that a copy of these SPP Terms and Conditions was given to each participating beneficiary; and

  • viii) where paragraph 1(h)(i)(B) above applies — the name and address of each custodian who holds beneficial interests in the Securities held by you in relation to each participating beneficiary,

(“custodian certificate”).

  • i) If you hold Securities as a trustee or nominee for another person, but are not a custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules in clause 2(c) apply.

  • j) Custodians should have received a Custodian Certificate with these SPP Terms and Conditions. If you did not receive a Custodian Certificate or would like further information on how to apply, you should contact the Mirvac Information Line.

  • k) If you are an Eligible Securityholder, your rights under this offer are personal to you and are non-renounceable, which means you cannot transfer your rights to another person.

2 Applying for Securities

  • a) Participation in the SPP is optional. Eligible Securityholders may apply to purchase a parcel of Securities with a dollar amount of either A$1,001 (715 Securities), A$2,520 (1,800 Securities), A$4,998 (3,570 Securities), A$7,560 (5,400 Securities), A$9,996 (7,140 Securities) or A$14,999.60 (10,714 Securities). If you are an Eligible Securityholder and wish to participate in the SPP, you must follow the instructions on the Application Form and:

  • i) make payment by BPay® equivalent to the dollar amount of the parcel of Securities you wish to apply for (including providing the unique identifier provided to you for the purposes of the SPP only) (“electronic Application”); or

  • ii) complete the Application Form and provide a cheque, bank draft or money order made payable to “Mirvac — SPP Offer Account” and crossed “Not Negotiable”. Please ensure that sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. (“Written Application”),

so that it is received by the registry by 5.00pm (AEST) on 6 May 2010 (the “closing date”). Payments must be in Australian dollars.

If Mirvac receives an amount that is not equal to either A$1,001, A$2,520, A$4,998, A$7,560, A$9,996 or A$14,999.60, Mirvac will round down the dollar amount of Securities that you are applying for to the next lowest parcel, or if Mirvac receives less than A$1,001, reject your application, and refund any application monies that are not used to purchase Securities, without interest, as soon as practicable following allotment.

if you make an electronic Application, in applying for securities, you represent to mirvac that the total of the application price for the following does not exceed A$15,000:

  • A) the securities the subject of the application;

  • b) any other securities in the class applied for under the spp or any securities in the class issued under a similar arrangement in the 12 months before the application;

  • c) any other securities in the class which you have instructed a custodian to acquire on your behalf under the spp; and

  • d) any other securities in the class issued to a custodian under an arrangement similar to the spp in the 12 months before the application as a result of an instruction given by you to the custodian or another custodian and which resulted in the holder holding beneficial interests in the securities,

noting that mirvac has not conducted a similar arrangement in the preceding 12 months.

  • b) Eligible Securityholders who receive more than one offer under the SPP (for example, because they hold Securities in more than one capacity) may apply on different Application Forms for Securities but may not apply for Securities with an aggregate dollar amount of more than A$15,000.

  • c) Mirvac may accept or reject your application for Securities at its discretion. Mirvac may reject your application in the following circumstances (among others):

  • i) your Application Form is incorrectly completed, incomplete or otherwise determined by Mirvac to be invalid;

  • ii) you have applied for less than A$1,001 worth of Securities;

  • iii) your cheque is dishonoured or the cheque, bank draft or money order that you enclose with your Application Form is not made out for the amount corresponding to the value of the parcel of Securities you have applied for;

  • iv) your BPay® payment is incomplete or invalid;

  • v) it appears that you are applying to buy more than A$15,000 worth of Securities in aggregate;

  • vi) you are a custodian and you have not provided the required Custodian Certificate;

  • vii) your Application Form or BPay® payment is received after the Closing Date. Late payments will be refunded, without interest, as soon as practicable following allotment; or

  • viii) Mirvac believes you are not an Eligible Securityholder (subject to compliance with any applicable ASIC or ASX requirements).

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spp terms And conditions

continued

  • d) Each of A$1,001, A$2,520, A$4,998, A$7,560, A$9,996 and A$14,999.60 are divisible by the issue price of A$1.40 per Security (“issue price”). References in this SPP Booklet to A$15,000 should be read as A$14,999.60.

3 Effect of making an application

  • a) If you make an Electronic Application or Written Application, by making that Electronic Application or Written Application:

  • i) you have read and accepted these SPP Terms and Conditions in full and you declare that all details and statements in your Application Form are true and complete and not misleading;

  • ii) you acknowledge that you are an Eligible Securityholder using the unique identifier provided to you for purposes of the SPP only;

  • iii) you irrevocably and unconditionally agree to these SPP Terms and Conditions and the terms of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP;

  • iv) you acknowledge your application is irrevocable and unconditional and cannot be varied;

  • v) you, and each person for whose account or benefit you are acting, are not in the United States and are not a US Person, or acting for the account or benefit of a US Person;

  • vi) you acknowledge that the Securities have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and accordingly, the Securities may not be offered, sold or otherwise transferred except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable United States state securities laws;

  • vii) you represent that you have not, and you agree that you will not, send any materials relating to the SPP to any person in the United States or to any person who is, or is acting for the account or benefit of, a US Person;

  • viii) you certify that you or a custodian on your behalf have not applied for more than A$15,000 of Securities in aggregate under the SPP even though you may have received more than one offer under the SPP or received offers in more than one capacity under the SPP;

  • ix) you accept the risk associated with any refund that may be dispatched to your address or to your nominated bank account as shown on the registers of ML and MPT;

  • x) you are responsible for any dishonour fees or other costs Mirvac may incur in presenting a cheque for payment that is dishonoured;

  • xi) you acknowledge that no interest will be paid on any application monies held pending the allotment of the Securities or subsequently returned to you for any reason;

  • xii) you acknowledge that you have not been provided with investment advice or financial product advice by Mirvac or Link Market Services Limited (“link”) (the registrar for Mirvac) and that neither of them has any obligation to provide this advice in relation to your consideration as to whether or not to participate in the SPP; and

  • xiii) you acknowledge that Mirvac is not liable for any exercise of its discretions referred to in these SPP Terms and Conditions.

  • b) In addition, if you make a Written Application, by making that Written Application:

  • i) you authorise Mirvac to correct minor errors in your Application Form and to complete the Application Form by inserting any missing minor detail; and

  • ii) you acknowledge that Mirvac may determine that your Application Form is valid, in accordance with these SPP Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective.

4 Issue Price of Securities under the SPP

  • a) The Issue Price was the price paid by institutional investors in the institutional placement conducted on 7 April 2010.

  • b) You agree to pay the Issue Price per Security for the number of Securities calculated under clause 2(a) or, if there is a Scale back (as defined below), the number of Securities calculated under clause 6.

  • c) You acknowledge the risk that the market price of Securities may rise or fall between the date of this offer and the date the Securities are allotted to you under the SPP (“Allotment date”) which may mean that the Issue Price you pay for the Securities may exceed the market price of the Securities on the Allotment Date.

5 The Securities

Securities issued under the SPP will rank equally in all respects with existing Securities quoted on the ASX, with the same voting rights, dividend/distribution rights and other entitlements, from allotment.

6 Scale back

  • a) If the total value of applications under the SPP is more than A$150 million, Mirvac may in its absolute discretion allocate to you less than the number of Securities you have applied for (“scale back”). If there is a Scale back, Mirvac may in its absolute discretion determine to apply the Scale back to the extent and in the manner that it sees fit.

  • b) If there is a Scale back you may receive less than the parcel of Securities for which you have applied. If a Scale back produces a fractional number of Securities when applied to your parcel, the number of Securities you will be allocated will be rounded down to the nearest whole number of Securities.

  • c) In the event of a Scale back the difference between the application monies received, and the number of Securities allocated to you multiplied by the Issue Price, will be refunded to you by direct credit (to your nominated account as recorded on the registers of ML and MPT) or cheque, without interest, as soon as practicable following allotment.

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7 Costs of Participation

No brokerage, commissions or other transaction costs will be payable by Eligible Securityholders in respect of the application for, and allotment of, Securities under the SPP.

8 Timetable

a) Subject to clause 8(b):

  • i) (record date) 7.00pm (AEST), 12 April 2010;

  • ii) (opening date) 9.00am (AEST), 15 April 2010;

  • iii) (closing date) the offer closes at 5.00pm (AEST), 6 May 2010,

if Mirvac does not receive a payment made by BPay® or a completed Application Form and a cheque, bank draft or money order before the Closing Date, Mirvac reserves the right to return any payment and not allot any Securities to the securityholder;

  • iv) (spp results Announcement) the number of Securities to be issued, the Issue Price and, if applicable, any Scale back will be announced to the ASX by 12 May 2010;

  • v) (Allotment date) Mirvac proposes to allot the Securities by 14 May 2010;

  • vi) (dispatch date) the date on which transaction confirmations are sent to Securityholders and, if applicable, a direct credit deposit to your nominated account is made or refund cheque is dispatched, is expected to be no later than 17 May 2010; and

  • vii)(trading date) Mirvac expects the Securities to commence trading on the ASX on 18 May 2010.

  • b) Mirvac may vary any of the above dates in clause 8(a) at its discretion (even if the offer has opened, or BPay® or Application Forms have been received) by lodging a revised timetable with ASX.

9 Class order compliance

The offer of Securities under the SPP is made in accordance with the requirements of ASIC Class Orders [CO 05/26] (as amended) and [CO 09/425] (as amended).

10 Dispute resolution

Mirvac may settle in any manner it thinks fit, any difficulties, anomalies or disputes that may arise in connection with or by reason of the operation of the SPP and the decision of Mirvac will be conclusive and binding on all participants and other persons to whom the determination relates.

14 Privacy policy

  • 14.1 Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. This information must continue to be included in the public register if you cease to be a securityholder. The Privacy Amendment (Private Sector) Act 2000 does not alter these statutory obligations.

  • 14.2 Mirvac and Link may collect personal information to process your application and implement the SPP, and to administer your securityholding.

  • 14.3 The personal information contained in the registers of ML and MPT is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to securityholders) and to ensure compliance with legal and regulatory requirements, including Australian taxation laws and the Corporations Act 2001.

  • 14.4 The personal information we collect may include your name, address, other contact details, bank account details and details of your Mirvac securityholdings.

  • 14.5 Mirvac securityholders who are individuals and the other individuals in respect of whom personal information is collected, as outlined above, have certain rights to access, correct or update the personal information held about them, subject to some exceptions allowed by law. Such individuals should contact Mirvac’s Information Line on 1800 356 444 (within Australia) or +61 2 8280 7107 (from New Zealand) in the first instance if they wish to request access to that personal information. Reasons will be given if access is denied.

  • 14.6 Your personal information may be disclosed to joint investors, registry, to securities brokers, to third party service providers (including print and mail service providers, technology providers, and professional advisers), to related entities of Mirvac and each of their agents and contractors, and to ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom we will disclose your personal information may be located overseas.

11 Waiver, amendment, suspension and withdrawal

Mirvac may, at its discretion, waive compliance with any provision of these SPP Terms and Conditions, amend or vary these SPP Terms and Conditions, or suspend or withdraw the offer at any time. Any such waiver, amendment, variation, suspension or withdrawal will be binding on all Eligible Securityholders even where Mirvac does not notify you of the event.

12 No underwriting

The SPP will not be underwritten.

13 Governing law

These SPP Terms and Conditions are governed by the laws in force in New South Wales.

  • 14.7 The main consequence of not providing the personal information outlined in clauses 14.1 to 14.4 above would be that Mirvac may be hindered in, or prevented from, processing your application, and from conducting and implementing the SPP.

  • 14.8 Link’s privacy policy is available on their website: www. linkmarketservices.com.au.

15 Other terms and conditions

Securityholders will be bound by the constitutions of Mirvac and these SPP Terms and Conditions by accepting the offer to acquire Securities under the SPP.

pAGe 05

mirvAc Group security purchAse plAn 15 April 2010

not for distribution or releAse in the united stAtes or to u.s. persons or persons ActinG for the Account or benefit of u.s. persons

corporAte directory

Mirvac Limited (ABN 92 003 280 699)

Mirvac Funds Limited (ABN 70 002 561 640, AFSL Number 233 121) as responsible entity of Mirvac Property Trust (ARSN 086 780 645)

Mirvac registered office/principal office

Level 26, 60 Margaret Street Sydney NSW 2000 Telephone +61 2 9080 8000 Facsimile +61 2 9080 8111 www.mirvac.com

Link Market Services Limited

Level 12, 680 George Street Sydney NSW 2000 Telephone +61 2 8280 7111 Facsimile +61 2 9287 0303 www.linkmarketservices.com.au

Mirvac Information Line

Securityholders with queries concerning the SPP should contact Mirvac’s Information Line:

1800 356 444 (within Australia) + 61 2 8280 7107 (outside Australia)

www.mirvac.com

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Mirvac Limited ABN 92 003 280 699 Mirvac Funds Limited ABN 70 002 561 640 AFSL 233121 as responsible entity of the Mirvac Property Trust ARSN 086 780 645

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1800 356 444 From outside Australia: +61 2 8280 7107 Facsimile: (02) 9287 0303 ASX Code: MGR Website: www.linkmarketservices.com.au

Not for distribution or release into the united States or to u.S. Persons

SrN/HIN:

==> picture [192 x 93] intentionally omitted <==

----- Start of picture text -----

|||
|---|---|
|Entitlement Number:|
|record Date:|7:00pm (AEST)|
|12 April 2010|
|Offer Opens:|9:00am (AEST)|
|15 April 2010|
|Issue Price per Security:|$1.40|
|Offer Closes 5:00pm (AEST):|6 May 2010|

----- End of picture text -----

SECurITY PurCHASE PLAN (“SPP”) APPLICATION FOrM

How do I apply for Securities under this offer?

[[®]] .

[[®]] need to complete or return the acceptance slip Bpaypay[[®]] , you

[[®]] and Mirvac receives an amount which is not Biller Code: 127043 Ref: pay[[®]] your application for Securities, if necessary.

  • Carefully read the SPP Terms and Conditions accompanying this form.

  • Decide on the amount you wish to apply for.

• Pay for the Securities in accordance with the instructions outlined in the Security Purchase Plan Booklet and further important instructions on the reverse of this form.

  • Option 1: Paying by Bpay[[®]] .

  • Option 2: Paying by Cheque, Bank Draft or Money Order.

  • • Payments must be in Australian dollars.

PAYMENT OPTIONS

Option 1: Paying by Bpay[[®]]

Option 2: Paying by Cheque, Bank Draft or Money Order If paying by cheque, bank draft or money order, complete and return the acceptance slip attached to this Application Form with your application monies. A. Tick the box beside the amount you wish to apply for, either $1,001 (715 Securities), $2,520 (1,800 Securities), $4,998 (3,570 Securities), $7,560 (5,400 Securities), $9,996 (7,140 Securities) or $14,999.60 (10,714 Securities). B. Enter your cheque, bank draft or money order details. The amount of your application monies should be equal to the amount applied for in section A of the acceptance slip. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Mirvac – SPP Offer Account” and crossed “Not Negotiable”. Please ensure that sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either $1,001, $2,520, $4,998, $7,560, $9,996 or $14,999.60, Mirvac may round down the number of Securities that you are applying for to the next lowest parcel at its discretion. Your payment must be for a minimum of $1,001. C. Enter your contact telephone number at which we may contact you regarding your application for Securities, if necessary.

If paying by Bpay[®] , you do NOT need to complete or return the acceptance slip attached to this Application Form below. Payment must be received by the Registry by Bpay[®] by 5:00pm (AEST) on 6 May 2010. By paying by Bpaypay[[®]] , you will be deemed to have completed an acceptance slip for the number of Securities that are the subject of your application monies.

If you make a payment by Bpay[[®]] and Mirvac receives an amount which is not equal to either $1,001, $2,520, $4,998, $7,560, $9,996 or $14,999.60. Mirvac may round down the number of Securities that you are applying for to the next lowest parcel at its discretion. Your payment must be for a minimum of $1,001.

==> picture [96 x 44] intentionally omitted <==

Telephone & Internet Banking – Bpay[[®]] Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au ® Registered to Bpay Pty Ltd ABN 69 079 137 518

THIS IS A PErSONALISED FOrM FOr THE SOLE uSE OF THE SECurITYHOLDEr AND HOLDING rECOrDED ABOVE.

==> picture [512 x 206] intentionally omitted <==

----- Start of picture text -----

Please detach and enclose with payment
Acceptance Slip – Cheque, bank draft or money order only
SRN/HIN:
Entitlement Number:
A I/we wish to purchase a parcel of Securities to the dollar amount of (tick one box only):
715 1,800 3,570 5,400 7,140 10,714
Securities Securities Securities Securities Securities Securities
$1,001 OR $2,520 OR $4,998 OR $7,560 OR $9,996 OR $14,999.60
B Make your cheque, bank draft or money order payable to “Mirvac – SPP Offer Account” and crossed “Not Negotiable”
Drawer Cheque Number BSB Number Account Number Amount of Cheque
$ .00
C Telephone Number – Business Hours Telephone Number – After Hours Contact Name
( ) ( )
----- End of picture text -----

IMPOrTANT INFOrMATION

  1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.

  2. If you do not wish to purchase additional Securities under this SPP, there is no need to take action.

  3. Please ensure you have read and understood the SPP Terms and Conditions and this Important Information, before you pay your application monies by Bpay[®] or you submit your acceptance slip with your application monies. By accepting the Offer to acquire Securities under the SPP you are bound by the SPP Terms and Conditions.

  4. This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

  5. This Application Form does not constitute an offer to sell, or the solicitation of an offer to buy, Securities in the United States or to any person that is, or is acting for the account or benefit of, a “U.S. person” (as defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) (“U.S. Person”) or in any other jurisdiction in which such an offer would be illegal. The Securities have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and accordingly, may not be offered or sold, in the United States or to, or for the account or benefit of, any U.S. Persons unless the Securities are registered under the Securities Act, or the Securities are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Application Form must not be distributed to, or relied upon or completed by, persons in the United States or who are U.S. Persons or who are acting for the account or benefit of U.S. Persons (including nominees or custodians who hold on behalf of persons in the United States or that are acting for the account or benefit of U.S. Persons).

  6. If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order [CO 09/425] you must complete and submit an additional Schedule that contains additional certifications and details that must be provided (“the Schedule”) before your application will be received. The Schedule can be obtained by contacting the Mirvac Information Line on 1800 356 444 (within Australia) or +61 2 8280 7107 (outside Australia). Applications received by custodians that are not accompanied by the Schedule will be rejected.

Bpaypay[[®]] , you certify that the aggregate of the application monies paid by you for: Bpaypay[[®]] payment; and Bpaypay[[®]] ;

  1. By either returning the acceptance slip with payment to the Registry, or making payment by Bpaypay[[®]] , by 5:00pm (AEST) on 6 May 2010, you represent and warrant that:

  2. you have read and understood the SPP Booklet and SPP Terms and Conditions and that you make the representations and warranties and agree to the terms and conditions set out therein; and

  3. you are not in the United States and are not a U.S. Person and are not acting for the account or benefit of a U.S. Person and have not sent any offering materials relating to the SPP offer to any such person.

  4. For applicants that are not required to complete the Schedule, by submitting the acceptance slip (with a cheque, bank draft or money order) or making payment by Bpay[®] , you certify that the aggregate of the application monies paid by you for:

  5. the parcel of Securities indicated on this Application Form or Bpaypay[[®]] payment; and

  6. any other Securities applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP prior to the date of submission of the acceptance slip or payment by Bpaypay[[®]] ;

  7. does not exceed $15,000.

  8. Mirvac reserves the right to make amendments to this Application Form where appropriate.

  9. Applicants are not assured of receiving the Securities for which they have applied as Mirvac may scaleback applications in its absolute discretion.

How to lodge your acceptance slip and application monies

A reply paid envelope is enclosed for you to return your acceptance slip and application monies. No postage stamp is required if it is posted in Australia.

Acceptance slip and the payment for Securities must be received by the Registry no later than the closing date shown overleaf. If paying by Bpay[®] you do not need to complete or return the Application Form. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address or Hand Delivery
Mirvac Group Mirvac Group
C/- Link Market Services Limited C/- Link Market Services Limited
GPO Box 3560 Level 12, 680 George Street
Sydney NSW 2001 Sydney NSW 2000(Please do not use this address for mailing purposes)

Make sure you send your acceptance slip and application monies allowing enough time for mail delivery, so the registry receives them no later than 5:00pm (AEST) on 6 May 2010. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Mirvac reserves the right not to process any acceptance slips and application monies received after the Closing Date.

If you require information on how to complete this acceptance slip please contact the Mirvac Information Line on 1800 356 444 if calling within Australia or +61 2 8280 7107 if calling from outside of Australia.