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Explanatory Memorandum with Asic 16 June 2010 MIRVAC LODGES WESTPAC OFFICE TRUST EXPLANATORY MEMORANDUM WITH ASIC Further to the announcement dated 28 April 2010 regarding the offer made by Mirvac Group (“Mirvac”) to acquire all of the units in Westpac Office Trust (“WOT”), Mirvac wishes to advise that the attached copy of the Explanatory Memorandum was lodged by WOT and Mirvac with Australian Securities and Investments Commission (“ASIC”) today. Despatch of the Explanatory Memorandum to eligible WOT unitholders is expected to be on or about Tuesday, 22 June 2010. For more information: Adam Crowe Group General Manager, External Relations +61 2 9080 8652 Media enquiries: Investor enquiries: Kate Lander Jessica O’Brien Group Communications Manager Group Investor Relations Manager + 61 2 9080 8397 +61 2 9080 8458 ME_85558096_1 (W2003) Westpac Funds Management Limited Westpac Office Trust Explanatory Memorandum and Notice of Meeting In relation to an Offer by Mirvac Group to acquire all of the units in the Westpac Office Trust This is an important document and requires your immediate attention. You should read this document in its entirety before deciding how to vote. If you are in any doubt about what to do, you should consult your professional adviser without delay. Your Independent Directors unanimously recommend that you VOTE IN FAVOUR of the Offer, in the absence of a Superior Proposal. Issued by Westpac Funds Management Limited ABN 28 085 352 405, AFSL 233718, the responsible entity of Westpac Office Trust ARSN 103 853 523. Important Notices Defined terms contained in Section 11 (Investigating Accountant’s Report) financial statements that have been prepared in accordance with Capitalised terms used in this Explanatory Memorandum, and takes responsibility for that report. Westpac Group, Mirvac Australian Accounting Standards or in the case of proportionately the Proxy Form and the Election Form are defined in Section 18 and WFML and their respective directors, officers, employees consolidated financial information, policies adopted by Mirvac, (Definitions and interpretation). and advisers do not assume any responsibility for the accuracy both of which may differ from generally accepted accounting or completeness of the Investigating Accountant’s Report. principles in other jurisdictions. Currency KPMG has prepared the Independent Expert’s Report in relation If you are a Foreign Investor you will not be able to receive Mirvac Unless stated otherwise, references to dollars, $, cents or c are to the Offer contained in Section 12 (Independent Expert’s Report) Securities under the Scheme. Foreign Investors should refer to Australian currency. and takes responsibility for that report. Westpac Group, Mirvac to Section 14 (Sale Facility). Time and WFML and their respective directors, officers, employees This Explanatory Memorandum does not constitute an offer and advisers do not assume any responsibility for the accuracy to sell, or the solicitation of an offer to buy, any securities in the Unless stated otherwise, references to time are to Australian or completeness of the Independent Expert’s Report. Eastern Standard Time, being the time in Sydney, Australia. United States or to any ‘US person’ (as defined in Regulation S Allens Arthur Robinson has prepared the Taxation Report on under the US Securities Act of 1933, as amended (Securities Act) Purpose of this Explanatory Memorandum certain taxation implications of the Offer in Section 13 (Taxation (US Person)). This Explanatory Memorandum is the explanatory memorandum Report) and takes responsibility for that report. Westpac Group, Mirvac Securities have not been, and will not be, registered issued by WFML in connection with the Scheme under which Mirvac Mirvac and WFML and their respective directors, officers, under the Securities Act or the securities laws of any state proposes to acquire all WOT Units on issue. The Notice of Meeting employees and advisers do not assume any responsibility or other jurisdiction of the United States, and may not be offered is in Annexure 1 (Notice of Meeting). The Supplemental Deed which for the accuracy or completeness of the Taxation Report. or sold in the United States or to any US Person without being will effect the Scheme is in Annexure 4 (Supplemental Deed). Financial data so registered or pursuant to an exemption from registration. Mirvac is offering Mirvac Securities as consideration under The pro forma historical financial information in this Explanatory Notice to persons in New Zealand the Scheme. A Mirvac Security consists of one Mirvac Share Memorandum does not purport to comply with Article 11 (issued by ML) and one Mirvac Unit (issued by Mirvac RE). This The Offer to New Zealand Scheme Participants is a regulated of Regulation S-X of the rules and regulations of the US Securities offer made under Australian and New Zealand law. In Australia, Explanatory Memorandum is accordingly also a prospectus and Exchange Commission. issued by ML under Part 6D.2 of the Corporations Act in respect this is Chapter 8 of the Corporations Act 2001 and Regulations. of the Mirvac Shares, and a product disclosure statement issued Regulatory information In New Zealand, this is Part 5 of the Securities Act 1978 and the by Mirvac RE under Part 7.9 of the Corporations Act in respect Securities (Mutual Recognition of Securities Offerings – Australia) A copy of this Explanatory Memorandum was lodged with ASIC Regulations 2008. of the Mirvac Units. Before making any decision about whether on 16 June 2010. Neither ASIC nor any of its officers takes any to acquire the Mirvac Securities under the Scheme, you should responsibility for the contents of this Explanatory Memorandum. The Offer and the content of this Explanatory Memorandum read this Explanatory Memorandum in full. are principally governed by Australian rather than New Zealand A copy of this Explanatory Memorandum has been provided law. In the main, the Corporations Act 2001 and Regulations General to ASX. Neither ASX nor any of its officers takes any responsibility (Australia) set out how the offer must be made. for the contents of this Explanatory Memorandum. You should read the entire Explanatory Memorandum before There are differences in how securities are regulated under deciding how to vote on the Resolutions to be considered at Court involvement Australian law. For example, the disclosure of fees for collective the Meeting and, if necessary, contact your financial, legal, tax The First Court Hearing in respect of the convening of the Meeting investment schemes is different under the Australian regime. or other professional adviser. is not and should not be treated as an endorsement by the The rights, remedies, and compensation arrangements available If you have any questions about the Offer please read Section 6 Court of, or any other expression of opinion by the Court on, the to New Zealand investors in Australian securities may differ from (Frequently asked questions) and, if your question is not answered Scheme. In particular, that hearing does not mean that the Court: the rights, remedies, and compensation arrangements for New there, contact the WOT information line on 1300 766 855 (within • has formed a view as to the merits of the proposed Scheme Zealand securities. Australia) or +61 2 8280 7072 (outside Australia) or visit WOT’s or as to how WOT Unitholders and IR Holders should vote Both the Australian and New Zealand securities regulators have website at www.westpacfunds.com.au/officetrust.asp. (on this matter WOT Unitholders and IR Holders must reach enforcement responsibilities in relation to the Offer. If you need ML and Mirvac RE may be contacted at Level 26, 60 Margaret their own decision); or to make a complaint about this offer, please contact the Securities Street, Sydney NSW 2000, telephone: +61 2 9080 8000, • has prepared, or is responsible for the content of, Commission, Wellington, New Zealand. The Australian and New fax: +61 2 9080 8111, or email: [email protected]. this Explanatory Memorandum. Zealand regulators will work together to settle your complaint. No investment advice Forward-looking statements The taxation treatment of Australian securities is not the same The information in this Explanatory Memorandum is not intended Certain statements in this Explanatory Memorandum relate as for New Zealand securities. to constitute financial product advice and has been prepared to the future. The forward-looking statements in this Explanatory If you are uncertain about whether accepting the Offer is appropriate without reference to your investment objectives, financial situation, Memorandum are not based on historical facts, but reflect for you, you should seek the advice of an appropriately qualified tax position or particular needs, or those of any other person. the current expectations of WFML or (in relation to the Mirvac financial adviser. Before acting on any of the matters described in this Explanatory Information) Mirvac or (in relation to the Westpac Information) The Offer may involve a currency exchange risk. The currency for Memorandum, you should have regard to your investment Westpac. These statements generally may be identified by the the Mirvac Securities is not New Zealand dollars. The value of the objectives, financial situation, tax position or particular needs use of forward-looking words or phrases such as ‘believe’, ‘aim’, Mirvac Securities will go up or down according to changes in the by contacting your financial, legal, tax or other professional adviser. ‘expect’, ‘anticipated’,
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