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1 Tishman Speyer Australia Limited (ABN ) Responsible Entity of Tishman Speyer Office Fund ARSN Level 12, The Chifley Tower 2 Chifley Square Sydney NSW 2000 www. tsof.com.au Ph: Fax: February 2012 The Manager Company Announcements Australian Securities Exchange Limited 20 Bridge Street Sydney NSW 2000 Tishman Speyer Office Fund (ASX: TSO) PROPOSED SALE OF US REIT AND DISTRIBUTION OF NET PROCEEDS AND TERMINATION AND WIND UP OF TISHMAN SPEYER OFFICE FUND DISTRIBUTION TO UNITHOLDERS OF AT LEAST US$0.985 PER TSO UNIT 1 Tishman Speyer Australia Limited (ABN ) ( TSAL ), in its capacity as responsible entity of Tishman Speyer Office Fund (ARSN ) ( TSO ), today announces that it has entered into an Implementation Agreement and a Sale and Purchase Agreement with TS U.S. Office Holdings GP, L.L.C. ( TSCE ), as the general partner of U.S. Office Holdings, L.P. ( Joint Venture ), in relation to a proposal for the sale of 100% of TSO s interest in Tishman Speyer U.S. Office, Inc. ( US REIT ) ( Proposal ). If implemented, the Proposal will effect the sale of TSO's interests in US REIT, together with the termination and winding up of TSO and the payment to TSO unitholders of their interest in the net proceeds of the sale, which will be at least US$0.985 per TSO unit 2 ( Distribution ). The Independent Directors unanimously recommend that TSO unitholders vote in favour of the Proposal, in the absence of a superior proposal, and subject to the Independent Expert concluding that the Proposal is fair and reasonable and in the best interests of TSO unitholders. Independent Chairman, Graham Kelly, said The Proposal offers an excellent opportunity for unitholders to realise their investment and represents an acceleration of TSO s current realisation strategy. Tishman Speyer Co-CEOs, Jerry Speyer and Rob Speyer, said This proposal has been structured to unlock maximum value for all TSO unitholders once approved. We are pleased to have received the support of the largest unitholder, along with the Independent Directors, and we are optimistic that investors will recognize the benefits of the proposal and vote in favour. Proposal Highlights The Joint Venture will pay US$338.4 million to TSO for its interest in US REIT, plus an expected US$48.5 million towards TSO s transaction costs, including applicable taxes, fees and other items, as well as TSO s advisor costs 3 1 Distribution will not be more than US$0.99 per TSO unit. 2 Distribution will not be more than US$0.99 per TSO unit. 3 Subject to a cap of US$6 million for TSO s advisor costs.

2 The amount of the Distribution will be at least US$0.985 per TSO unit, 4 and unitholders will be given the option to receive their Distribution in either A$ or US$ Based on the current exchange rate, 5 the Distribution of US$0.985 per TSO unit would equate to A$0.912 per TSO unit, representing a 82.4% premium to the market closing price of TSO units as at 9 February 2012, and a 81.0% premium to 3 month VWAP A distribution of US$0.985 per TSO unit would represent a 18.2% premium to TSO s net asset value (NAV) of US$0.83 per TSO unit as stated in TSO s half year accounts as at 31 December TSCE s strong commitment to TSO and to completing the Proposal is evidenced by its recent acquisition of a substantial portion of Fund V s interests in Empire Hawkeye and PPI, as well as an option over the remainder of Fund V s interests; those interests will be contributed to the Joint Venture upon completion of the sale 7 The principal (90%) limited partner in the Joint Venture is a large pension fund investor which has contractually committed to contribute more than US$800 million for the transaction, and the minority limited partners are affiliates of TSCE The Proposal is subject to TSO unitholder approval by way of an ordinary resolution, the provision of funding by the Joint Venture and the satisfaction or waiver of certain customary conditions precedent. Madison International Realty, which holds 26% of the Units (as at 3 February 2012), has indicated that it supports the Proposal and has confirmed that, in the absence of a superior offer and provided that the proceeds to be distributed to TSO unitholders upon completion of the proposed sale are not less than US$0.985 per TSO unit, it is its current intention to vote in favour of the Proposal (and any ancillary resolutions put to TSO unitholders in relation to the Proposal) in respect of all of the TSO units it holds. Assessment of the Proposal The Board of TSAL has an Independent Response Committee ( IRC ) comprising Independent Chairman, Graham Kelly, and Independent Director, Richard Haddock A.M., to be responsible for co-ordinating and overseeing TSAL s consideration of, and response to, the Proposal, 8 as: TSCE is affiliated with Tishman Speyer Properties, L.P. ( TSP ), the ultimate parent company of TSAL; TSCE and affiliated entities together will hold an indirect 10% interest in the Joint Venture on completion, if the Proposal proceeds; In order to facilitate the implementation of the Proposal, certain transactions involving TSP, TSCE and/or certain of their subsidiaries or affiliates ( TS Related Parties ) will be implemented contemporaneously with the implementation of the Proposal, and one or more TS Related Parties will receive benefits under those arrangements. 4 As noted in footnote 1 above, the Distribution will not be more than US$0.99 per TSO unit. 5 Applicable exchange rate: A$/US$1.080 as at 9 February TSO s NAV is calculated after accounting for the deferred tax liability as stated in TSO s half year accounts as at 31 December TSCE has advised TSAL that, even if the Proposal is not implemented, TSCE may nevertheless elect to proceed with the acquisition of Fund V's remaining interests in the PPI Properties and may thereafter enter into negotiations with GIC regarding a restructuring of PPI in order to facilitate a long-term hold strategy for the PPI Properties. 8 TSAL s other directors, Jerry Speyer, Rob Speyer and David Augarten have not been involved in TSAL s consideration of the Proposal, and have refrained from making any recommendation to TSO unitholders in relation to the Proposal. The Board of TSAL has established protocols and procedures so that any potential conflicts of interest are managed.

3 What Unitholders would receive under the Proposal A Distribution of US$0.985 per TSO unit would represent: the equivalent of A$0.912 per TSO unit at the current A$/US$ exchange rate 9 an 82.4% premium to the ASX closing unit price of A$0.50 on 9 February 2012 (being the last trading day before the date of this announcement) an 84.2% premium to the volume weighted average ASX closing unit price ( VWAP ) of A$0.495 in the one month up to and including 9 February 2012 a 81.0% premium to the VWAP of A$0.504 in the three months up to and including 9 February 2012 an 18.2% premium to TSO s net asset value ( NAV ) of US$0.83 per unit as stated in TSO s half year accounts as at 31 December Nature of the Consideration payable by the Joint Venture under the Proposal To arrive at the Distribution of US$0.985 per TSO unit, the Joint Venture will pay cash consideration of US$338.4 million for TSO s interests in US REIT, which equates to a value of US$1.00 per TSO unit, together with a contribution towards TSO s transaction costs, including applicable taxes, fees and other items, of an additional US$48.5 million. Advisor costs in excess of US$6 million incurred by TSO in connection with the Proposal are to be borne by TSO. Background and details of the Proposal The Proposal is intended to be implemented by way of the sale and transfer of 100% of TSO s interest in US REIT, thereby realising TSO s underlying US property exposure for cash. The Proposal, including the sale of TSO s interests in US REIT, is subject to a limited number of conditions precedent, including: TSO unitholder approval; an independent expert ( Independent Expert ) appointed by TSAL concluding and maintaining that the Proposal is fair and reasonable and in the best interests of TSO unitholders; the provision of funding by the Joint Venture in accordance with binding contractual commitments; and certain other customary conditions precedent, including certain regulatory approvals and consents being obtained (see Annexure A to this announcement). The principal (90%) limited partner interest in the Joint Venture is currently held by a large pension fund investor who has contractually committed to contribute more than US$800 million to fund the purchase of TSO s interests in US REIT and the payment of transaction costs. The investor has a contractual obligation to the Joint Venture to fund its capital commitment, and has the necessary financial resources to meet this obligation. Furthermore, TSCE has confirmed to TSAL that it believes that it is highly unlikely that the investor will fail to meet the capital call when made, given the amount and nature of the resources available to the investor and its market reputation. However, in the event the investor does fail to fund its capital commitment and the Joint Venture is unable to pay the cash consideration for the sale and all other amounts payable in connection with the Proposal, TSAL will not be obliged to proceed with the sale of TSO s interest in US REIT and the Proposal will not be implemented. In those circumstances, TSO will incur expenses in connection with the Proposal (estimated to be approximately US$4.2 million). 9 Applicable exchange rate: A$/US$1.080 as at 9 February As noted in footnote 5 above, TSO s NAV is calculated after accounting for the deferred tax liability as stated in TSO s half year accounts as at 31 December 2011.

4 Acceleration of TSO s realisation strategy In connection with the restructure of TSO s debt funding arrangements in 2009, TSAL adopted a strategy under which it would seek to realise all of US REIT s investments by 2015 and return the proceeds of that realisation to Unitholders, subject to market conditions and applicable loan covenants. The Proposal represents an acceleration of the realisation strategy adopted by TSAL in Associated Transactions TSCE, the members of the Joint Venture and certain TS Related Parties have entered into certain agreements to facilitate the implementation of the Proposal. The transactions contemplated by those agreements will be implemented contemporaneously with the implementation of the Proposal. Currency election arrangements for payment of Distribution The cash consideration payable for US REIT is denominated in US dollars. Accordingly, any amounts distributed to TSO unitholders in Australian dollars will be subject to the applicable US$:A$ exchange rate at the time of disbursement. TSO unitholders will have an opportunity to elect to receive the Distribution in US dollars, subject to meeting the relevant conditions set out in the currency election form. The Board of TSAL does not intend to hedge any of the expected Australian dollar proceeds, consistent with TSO s current policy not to hedge its US dollar capital exposures. Independent Directors recommendation in relation to the Proposal The Independent Directors unanimously recommend that TSO unitholders approve the Proposal in the absence of any superior proposal and subject to the Independent Expert concluding that the Proposal is fair and reasonable and in the best interests of TSO unitholders. Independent Expert The Independent Directors have appointed Deloitte Corporate Finance Pty Limited (ABN ) (AFSL ) to prepare an Independent Expert s Report on the Proposal to determine whether the Proposal is fair and reasonable and in the best interests of TSO unitholders. The Independent Expert s Report will be included in the Booklet (defined below) to be dispatched to TSO unitholders in connection with the TSO unitholder meeting. Support from TSO s major unitholder Madison International Realty, which holds 26% of the Units (as at 3 February 2012), has indicated that it supports the Proposal and has confirmed that, in the absence of a superior offer and provided that the proceeds to be distributed to TSO unitholders upon completion of the proposed sale are not less than US$0.985 per TSO unit, it is its current intention to vote in favour of the Proposal (and any ancillary resolutions put to TSO unitholders in relation to the Proposal) in respect of all of the TSO units it holds. A Superior Proposal is unlikely The Independent Directors believe that by reason of the following special considerations, among others, it is unlikely (although not certain) that there will be a superior third party offer: the terms of the Proposal are attractive relative to the current trading price of TSO units, NAV and prior offers from third parties; TSP has existing relationships with the non-tso entities (including Fund V, TSCE Acquisition and GIC) that have equity ownership and other interests in TSO s assets and long-term management arrangements that are not terminable other than for cause; and

5 any third party offer would need to address the control rights and equity interests that TSP, its affiliates and certain third parties have in relation to TSO and the entities and assets in which TSO has an interest, as well as the fact that a change of control would constitute an event of default under various banking facilities that are relevant to TSO s interests in its underlying properties and assets. Moreover, any third party considering a potential offer for TSO s interests would need to address the pre-emptive rights held by a TSP affiliate to acquire all of US REIT s property investments, which rights would be triggered upon the occurrence of certain change of control events, including an acquisition of more than 50% of the TSO units. In addition, a third party would need to take into account that it would be subject to TSP s existing control rights and management rights. Mitigation of risks Implementation of the Proposal would mitigate a number of risks to which TSO unitholders are otherwise exposed, including: the ability to refinance the US REIT Facility on or prior to its maturity date on 4 May TSO unitholders should be aware that, although it is expected that US REIT will be able to refinance the facility through a combination of a new facility and equity raise to pay down the existing debt facility, there can be no guarantee that this will happen. The terms of the new facility would be materially less favourable to TSO than the terms of the current US REIT Facility, including a higher rate of interest. In addition, the new equity would be required to be issued at a substantial discount to the current market price of TSO units; and the ability to liquidate TSO s underlying assets at prices that would permit distributions in excess of the Distribution (reflecting the net proceeds received by TSO under the Proposal). Implementation Agreement The Implementation Agreement contains termination rights as set out in Annexure B, and exclusivity provisions in relation to non-solicitation of competing proposals as set out in Annexure C. Next steps TSO unitholders will receive a Notice of Meeting and an Explanatory Memorandum ( Booklet ) which will include a more detailed explanation of the Proposal, including the basis for the Independent Director s recommendation that TSO unitholders approve the Proposal, a copy of the Independent Expert s Report and the currency election form. The Booklet is currently expected to be sent to TSO unitholders in late February 2012 and the TSO unitholder meeting to consider the Proposal is currently expected to be held in late March 2012, with the Distribution (in extinguishment of TSO unitholder s interests in US REIT) currently expected to be made shortly thereafter, following the completion of the sale and transfer of US REIT to the Joint Venture. Further details on the anticipated transaction timetable will be provided in due course. TSO unitholders should consult their stockbroker, accountant, or financial or tax adviser if they are uncertain about the impact of the Proposal on their particular investment objectives. TSAL will advise TSO unitholders of any material developments as they occur. TSO is being advised by Credit Suisse (Australia) as financial adviser and Mallesons Stephen Jaques as legal adviser. TSCE is being advised by Morgan Stanley as financial adviser and Arnold Bloch Leibler as legal adviser.

6 Investor enquiries please contact: Tishman Speyer Australia Limited Sandra McAloon Sydney (612) Nicole Moodie Sydney (612) Tishman Speyer Office Fund (ASX: TSO) has an interest in 16 high-quality assets in 10 markets across the U.S. TSO is managed by Tishman Speyer, one of the leading owners, developers, operators and fund managers of first-class real estate in the world. Tishman Speyer maintains in-house acquisitions and development; design and construction; property management; investment management; leasing; tax and risk management professionals. Since 1978, Tishman Speyer has acquired, developed and operated over 325 projects totaling over 116 million square feet and a property portfolio of over US$54.2 billion in total value across the United States, Europe, Latin America and Asia, including signature properties such as New York's Rockefeller Center and Chrysler Center, Berlin's Sony Center and Torre Norte in São Paolo, Brazil.

7 Annexure A Implementation Agreement: Conditions precedent The following is a summary of the conditions precedent contained within the Implementation Agreement 1 Conditions Precedent 1.1 Conditions Precedent Subject to this clause 1 ( Conditions Precedent ), the US REIT Transaction and the parties obligations under clause 4 ( US REIT Transaction ) are conditional on the satisfaction or, where permitted, waiver of each of the following conditions precedent (each, a Condition Precedent): (c) (d) (e) (f) (g) (Funding) TSAL receiving confirmation (to its reasonable satisfaction) that an amount equal to the aggregate of the US REIT Consideration, the TSO Adviser Costs (up to the TSO Adviser Cost Cap) and the TSO Winding Up Costs which are payable on Closing (as defined in the Sale and Purchase Agreement) in accordance with this agreement and the Sale and Purchase Agreement has been deposited into the Trust Account and/or such other accounts as directed by TSAL, by no later than 11:00am on the day which is the US REIT Completion Date; (Independent Directors recommendation) the Independent Directors unanimously recommending that Unitholders approve the Resolution in the Booklet, in the absence of a Superior Proposal and subject to the Independent Expert forming the view set out in condition precedent (d) below and not changing that view prior to the Meeting Date (and the Independent Directors do not publicly change their recommendation on or prior to the Meeting Date (it being acknowledged and agreed that the Independent Directors may not change their recommendation other than in accordance with clause 5.7)); (Independent Expert) the Independent Expert issues a report which concludes that the proposed sale of all of TSO s interest in US REIT for the US REIT Consideration is fair and reasonable and in the best interests of Unitholders before the date on which the Booklet is lodged with ASIC, and does not publicly change its view on or prior to the Meeting Date; (Unitholders approval) Unitholders entitled to vote on the Resolution approve the Resolution by the requisite majority at the Meeting on the Meeting Date and in any event on or prior to the Meeting End Date; (Regulatory Approval) all Regulatory Approvals which the parties agree prior to the date of this agreement are necessary or desirable to implement the Overall Transaction are obtained no later than 5.00pm on the date which is one business day prior to the Meeting Date. A Regulatory Approval will not be regarded as having been obtained unless given unconditionally or subject to conditions which are satisfactory to the parties acting reasonably; (Restraints) no Court or Regulatory Authority has issued or taken steps to issue an order, temporary restraining order, preliminary or permanent injunction, decree or ruling or taken any action enjoining, restraining or otherwise imposing a legal restraint or prohibition preventing the Overall Transaction and no such order, decree, ruling, other action or refusal is in effect at any time up to and including the US REIT Completion Date; (Third party approvals) all other approvals of a third party which the parties agree are necessary or desirable to implement the Overall Transaction are obtained by 5.00pm on the date which is one Business Day prior to the Meeting Date; and

8 (h) (Termination) the Implementation Agreement has not been terminated in prior to the US REIT Completion Date.

9 Annexure B Implementation Agreement: Termination Rights The following is a summary of the termination provisions contained within the Implementation Agreement 1 Termination 1.1 Mutual termination rights Without limiting any other provision of the Implementation Agreement, each of TSCE and TSAL may terminate the Implementation Agreement by written notice to the other in the following circumstances: (c) (End Date) if the unitholders resolution approving the proposal has not been passed on or before 11.59pm on the Meeting End Date; (Conditions Precedent) if a condition precedent is not satisfied or waived or a breach or non-fulfilment of a condition precedent is not waived, and TSAL and TSCE are unable to reach agreement within 5 business days or any shorter period ending at 5.00pm on the Completion End Date as to whether the Sale can proceed in an alternative way or whether the time and date for satisfaction of the condition precedent can be extended; (material breach) (i) (ii) if the other party is in material breach of the Implementation Agreement, including a material breach of any of the TSAL Warranties or TSCE Warranties (as applicable), at any time prior to the US REIT Completion Date; in the case of a material breach of this agreement by TSAL, that breach has not been caused by: (A) (B) a director of TSAL who is not an Independent Director; or a TSCE Representative; (iii) (iv) the first party gives the other party a notice setting out the relevant breach and stating an intention to terminate; and to the extent that the breach is capable of remedy, the other party does not remedy the breach by the earlier of 5 Business Days after it receives the notice or prior to the US REIT Completion Date, whichever is earlier; (d) (e) (Insolvency) at any time prior to the US REIT Completion Date, if the other party or, to the extent that it would be reasonably likely to have a material effect on the other party s ability to perform its obligations under the Implementation Agreement, any of such other party s Subsidiaries, becomes Insolvent; or (agreement) at any time prior to the US REIT Completion Date, if agreed in writing by TSAL and TSCE. 1.2 TSAL's termination rights TSAL may terminate this agreement by written notice to TSCE if, at any time before 5.00 pm on the date which is one Business Day prior to the Meeting Date: either of the Independent Directors withdraws or adversely modifies in any material respect his recommendation that Unitholders approve the Resolution in the absence of a Superior Proposal or otherwise makes any

10 public statement that suggests or implies that the Resolution is no longer recommended (which the Independent Directors are only allowed to do in accordance with clause 5.7); and there is a Superior Proposal. 1.3 TSCE's termination rights TSCE may terminate this agreement by written notice to TSAL at any time before 5.00 pm on the date which is one Business Day prior to the Meeting Date if: either of the Independent Directors withdraws or adversely modifies in any material respect his recommendation that Unitholders approve the Resolution in the absence of a Superior Proposal or otherwise make any public statement that suggests or implies that the Resolution is no longer recommended (which the Independent Directors are only allowed to do in accordance with clause 5.7); or either of the Independent Directors recommends or otherwise makes a public statement approving or endorsing a Competing Proposal that is determined by the Independent Directors, in accordance with clause 5.7(ii), to constitute a Superior Proposal. 2 Relevant Definitions Competing Proposal refer to Annexure C. Completion End Date refer to Annexure C. Meeting End Date means 30 March 2012 or such other date as TSAL and TSCE agree in writing. Superior Proposal refer to Annexure C.

11 Annexure C Implementation Agreement: Exclusivity provisions The following is a summary of the exclusivity provisions contained within the Implementation Agreement 1 Exclusivity Period 1.1 No shop During the Exclusivity Period, TSAL must procure that the IRC must not, and must ensure that each of the IRC Representatives do not, directly or indirectly solicit, invite, encourage or initiate any discussions that may be reasonably expected to lead to a Competing Proposal. 1.2 No talk and no due diligence Subject to clause 1.3 ( Exceptions ), during the Exclusivity Period, TSAL must procure that the IRC must not, and must ensure that each of the IRC Representatives do not, except with the prior written consent of TSCE: enter into or participate in negotiations or discussions with any third party that may be reasonably expected to lead to a Competing Proposal; or provide any non-public information to a third party for the purposes of enabling such third party to make a Competing Proposal. 1.3 Exceptions The IRC and the IRC Representatives may undertake any action that would otherwise be prohibited by clause 1.2 ( No talk and no due diligence ) where the Independent Directors acting reasonably and in good faith: determine that the Competing Proposal is, or may be expected to lead to, a Superior Proposal; and after receiving legal advice, determine that failing to respond to the Competing Proposal is likely to constitute a breach of any fiduciary or statutory obligations owed by any Independent Director or the TSAL Board. 1.4 Disclosure in the ordinary course Nothing in this clause ( Exclusivity Period ) prevents TSAL or any TSAL Representative from continuing to make normal presentations to, and respond to enquiries from, brokers, portfolio investors and analysts in the ordinary course in relation to the US REIT Transaction or TSO and its business generally. 1.5 Notification by TSAL During the Exclusivity Period, TSAL must (unless the Independent Directors, after having received legal advice, determine that it would be likely to be a breach of its or the TSAL Board s fiduciary or statutory duties to do so) inform TSCE if it receives any unsolicited approach with respect to any Competing Proposal and must disclose to TSCE the fact that such an approach has been made and the general nature of the approach. If TSAL receives a Superior Proposal and as a result either or both of the Independent Directors propose to publicly withdraw its or their recommendation of the US REIT Transaction, TSAL must (unless the Independent Directors determine that it would be likely to be a breach of their or the TSAL Board s fiduciary or statutory duties to do so) give TSCE at least five (5) Business Days written notice of such proposed change or withdrawal, and provide to TSCE all material terms of the applicable Superior Proposal that the Independent Directors, in their sole discretion, determine to provide.

12 2 Relevant Definitions In this Annexure C, in addition to the defined terms in the Announcement, the following meanings apply unless the contrary intention appears: Competing Proposal means any proposal, transaction or arrangement which, if completed, would mean: a person would directly or indirectly acquire an interest in or become the holder of 20% or more of the Units; or a person (other than the Joint Venture or any of its Related Bodies Corporate) would directly or indirectly acquire: (i) (ii) an interest in all or substantially all of the assets of TSO; or control of US REIT or TSO, but, for the avoidance of doubt, does not include the Proposed Refinancing, or any transaction or arrangement the primary purpose and effect of which is to facilitate the Proposed Refinancing. Completion End Date means 10 April 2012 or such other date as TSAL and TSCE agree in writing. Exclusivity Period means the period commencing on the date of this agreement and ending on the earliest of: (c) the Completion End Date; the US REIT Completion Date; and the date that the Implementation Agreement is terminated in accordance with its terms. Superior Proposal means a bona fide Competing Proposal that the Independent Directors determine, acting reasonably and in good faith (and after receiving advice from the IRC s external legal and financial advisers): is reasonably capable of being completed taking into account all aspects of the Competing Proposal; and is more favourable to Unitholders, taken as a whole, than the US REIT Transaction, taking into account all of the terms and conditions of the Competing Proposal and the circumstances of TSO.