Offer for Colonial First State Property Trust Group

Offer for Colonial First State Property Trust Group

Mirvac Announces Offer to Acquire All Issued Units in Colonial First State Property Trust Group This Offer Delivers Positive Benefits to the Unitholders of Colonial and Mirvac 1

Overview of The Offer! Offer to acquire all the units in Colonial First State Property Trust Group ( CFT ) which will in our view deliver substantial benefits to both CFT and Mirvac investors! Conditional on Mirvac becoming entitled to at least 50.1% of the units in CFT and adjournment of the proposed CFT meeting. Other conditions were stated in Mirvac s announcement earlier today! Offer of one Mirvac stapled security for every 1.76 units in CFT: - Represents offer of $2.35 per CFT unit - Based on Mirvac closing price on 26th of August 2002 of $4.13! No payment to the manager for management rights! It is intended that Mirvac s Bidder s Statement will be lodged within the next three weeks! CFT unitholders will be entitled to retain their distribution for the September Quarter! Comparative offer from CPA and GAN based on their closing price on 26th August 2002 values CFT at $2.19 2

Mirvac Strategy Mirvac s strategy is to provide investors with superior returns through active property investment, management and development This is achieved by: An internal structure which reduces management costs and fees to third parties and aligns the interests of management and investors A dedication to quality and a culture of excellence within the Group s extensive in-house skills base A conservative balance between income from property investment and management and development income The Acquisition of CFT allows Mirvac to: Increase the size and diversity of its investment property portfolio. Add value to the CFT portfolio through its in-house property management skills and property development expertise Expand relationships with key commercial, industrial and retail tenants Continue to grow total returns to investors 3

Financial Impact of Merger # Mirvac 2003F EPU 5.6% From 29.2c to 30.8c S&P/ASX 200 PT Index Weight From 5.9% to 8.9%* * source: IRESS # Merger assumes 100% ownership Cost Savings Approx, $11 million Total Assets From about $2.77b to about $4.65b 4

Offer Value! The offer represents a significant premium to CFT s NTA and recent trading prices. 18% 16% 14% 12% 10% 8% 6% 4% 2% 0% 7.2% CPA and GAN offer Offer Premium 8.3% Current Price 13.2% NTA 5

Benefits to CFT Unitholders! Significant premium to recent trading price and NTA.! Distributions will be up 1% after grossing up for franking credits based on proforma forecast DPU 2003. Compares to alternative offer which shows a reduction of 5.4%. Maintaining quarterly distributions! Substantial reduction of costs by internalising management - approximately $11m pa.! Active management and ongoing development of assets by dedicated Mirvac Group staff. Offers of employment to be made to CFT employees involved in management of the assets! Greater diversification from merged portfolio and increased index weighting with approximately $4.65 billion in assets.! Significantly lower cost of capital.! Exposure to Mirvac Group s residential and commercial development expertise and its existing development pipeline.! Investment in larger more liquid vehicle. 6

Substantial Cost Savings! Mirvac does not pay any funds management fees or property management fees to external parties on its wholly owned properties - Merger savings of approximately $11m p a created by eliminating the trust management fees currently paid to Commonwealth Bank and custodian fees totalling at least $10.3m pa and by internalising property management fees of $3m - Further merger savings expected by using the resources and expertise of Mirvac for developments and refurbishments! CFT unitholders will benefit from these merger savings through their investment in Mirvac. 7

Investment in Larger, More Liquid Vehicle! The merged entity will be Australia s fourth largest listed property vehicle with market capitalisation of approximately $4 billion.! Inclusion in MSCI and ASX 50 Leaders.! The merged vehicle will offer CFT unitholders a lower weighted average cost of capital.! Retained earnings increase from $5m to approximately $78m. % 10.0 9.0 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0.0 Source: IRESS S&P/ ASX 200 PT Index Weight 3.1 5.9 8.9 CFT Mirvac Merged Entity $m 160.0 140.0 120.0 100.0 80.0 60.0 40.0 20.0 0.0 Average Monthly Turnover2002 70.9 CFT 138.9 Mirvac 8

Opportunity to Realise Value of Investment at Significant Premium! Offer is substantially higher than the highest CFT trading price in the past two years. CFT - 2 Year Trading Price $2.40 $2.30 $2.20 $2.10 $2.00 $1.90 $1.80 9 25-Aug-00 25-Sep-00 25-Oct-00 25-Nov-00 25-Dec-00 25-Jan-01 25-Feb-01 25-Mar-01 25-Apr-01 25-May-01 25-Jun-01 25-Jul-01 25-Aug-01 25-Sep-01 25-Oct-01 25-Nov-01 25-Dec-01 25-Jan-02 25-Feb-02 25-Mar-02 25-Apr-02 25-May-02 25-Jun-02 25-Jul-02 CFT Share Price 3 Month VWAP Current Offer BDO Valuation Mirvac Offer Source: IRESS

Update on Mirvac! Involved in property investment and development for more than 30 years! Mirvac Group formed in 1999 by a three way merger! Invests in office, retail, hotels, industrial and car parks. Mirvac is also a major developer of residential and commercial property 25% 20% 15% 10% 5% 21.0% 15.0% 14.9% Total Return 1 20.2% 13.4% 12.9% Mirvac 0% 1 Year Return 2 Year Return (annualised) 1 Total return assumes all dividends (grossed up) are reinvested at prevailing market price Source: IRESS CFT ASX 200PT Acc Index 10

Update on Operations Kawana Shoppingworld Investment Division Property Development - $1,011 million of exchanged contracts: 19,308 lots under control Property Investment Office occupancy at 98.7%, Retail occupancy at 99.3%. Bay Centre construction on schedule with leasing ahead of budget Hotel Management 21 managed properties with more than 2,500 rooms Newington Development Division Quay Grand Sydney Hotels Division 11

Financial Impact on Mirvac! Mirvac s stand-alone forecast distribution for FY2003 is 27.5 cents per security! On a pro forma basis, if Mirvac acquired CFT on 1 July 2002 it would pay a full year distribution of 29.1 cents per security for FY2003, an increase of 5.9% on its current FY 2003 standalone forecast, assuming: - Cost savings of approximately $11.0m; and - CFT earning for FY 2003of 17.3 cents per unit! Mirvac will seek to be appointed as manager upon obtaining a 50.1% unitholding Detailed assumptions underlying the financials will be disclosed in the Bidder s Statement 12

Financial Impact on Mirvac Mirvac CFT pre-merger (1) pre-merger (2) (1) Balance sheet based on Mirvac preliminary final report for the year ended 30 June 2002 (2) Balance sheet based on CFT preliminary final report for the year ended 30 June 2002 (3) Assumes merger occurred at 30 June 2002 Pro forma Merged (3) Total Assets $2,777m $1,858m $4,635m Trust Gearing 23% 28% 26% NTA $2.76 $2.08 $3.06 2003F EPU(cpu/s) 29.16 cents 17.3 cents 30.81 cents 13

Merger Benefits for Investment Portfolio Achieves strategy of increase in retail and industrial assets Increased diversification both geographic and sectoral Improvement in return from bringing commercial, industrial and hi-tech management in house Enhancement opportunities across portfolio from development skills and resources Improvement in office lease expiry profile 14

Sector Diversity - (By Value) Merging of the portfolios increases sectoral diversification Retail 35% CFT 1 Hi Tech 5% Industrial 20% Office 40% Industrial/Hi Tech 15% Retail 27% (1) Based on 30 June 2002 published accounts (2) Based on 30 June 2002 profit release and unaudited accounts Post Merger Carpark 2% Retail 19% Carpark 4% Industrial 4% Office 56% Mirvac 2 Office 73% 15

Geographic Diversity - (by value) Merging of the portfolios increases geographic diversification ACT 1% QLD 24% WA 6% CFT 1 Mirvac 2 SA 11% VIC 14% WA 3% ACT 6% QLD 16% VIC15% (1) Based on 30 June 2002 published accounts (2) Based on 30 June 2002 profit release and unaudited accounts NSW 44% Post Merger SA 6% QLD 8% VIC 17% NSW 54% ACT 11% WA 0% SA 0% NSW 64% 16

Geographic Diversity Office Portfolio - (by value) CFT 1 Mirvac 2 SA 7% WA 13% ACT 1% QLD 10% VIC 6% NSW 63% Post Merger WA 5%SA 3% ACT 10% QLD 6% VIC 12% NSW 64% (1) Based on 30 June 2002 published accounts (2) Based on 30 June 2002 profit release and unaudited accounts WA 0% SA 0% ACT 15% QLD 4% VIC 17% NSW 64% 17

Geographic Diversity Retail Portfolio - (by value) WA 4% ACT 0% SA 23% CFT 1 Mirvac 2 NSW 0% ACT 0% WA 0% SA 0% VIC 23% QLD 30% NSW 55% VIC 15% QLD 50% Post Merger SA 15% NSW 18% WA 2% ACT 0% VIC 21% QLD 44% (1) Based on 30 June 2002 published accounts (2) Based on 30 June 2002 profit release and unaudited accounts 18

Property Portfolios Mirvac Investment Portfolio CFT Portfolio Total Value $1.694 bill Total Value $1.824 bill Wtd. Ave Yield 8. 4% Wtd. Ave Yield 8.7% CFT data sourced from 30 June 2002 published accounts Post Merger Total Value $3.518bill Wtd. Ave Yield 8. 5% 19

Property Portfolio - Office Sector CFT - Office $736.3m Property Location Value $m 60 Castlereagh St, Sydney NSW $190.0 56 Pitt St, Sydney NSW $136.0 150 George St, Parramatta NSW $81.0 300 Queen St, Brisbane Qld. $73.6 197 St Georges Terrace, Perth WA $71.2 14-18 Lee St, Sydney NSW $56.5 CFT data sourced from 30 June 2002 published accounts 20

Property Portfolio- Other Sectors CFT - Retail $636.8m Property Location Value $m Grand Plaza, Browns Plains Qld. $157.0 Brimbank Central, Deer Park Vic. $95.0 Clifford Gardens, Toowoomba Qld. $91.5 Castle Plaza, Edwardstown SA $74.0 Golden Grove, Adelaide SA $73.0 CFT - Industrial / Hi Tech $451.0m Slough Business Park, Silverwater NSW $84.1 Alexandria Industrial Estate, Alexandria NSW $46.0 Old Geelong Road, Hoppers Crossing Vic. $36.5 Forestridge Business Park, Frenchs Frst. NSW $30.4 North Ryde NSW $27.2 CFT data sourced from 30 June 2002 published accounts 21

Merged Expiry Profile - Office 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% # YE 2002/03 YE 2003/04 YE 2004/05 YE 2005/06 YE 2006/07 2007 + # Optus expiry CFT and Mirvac data 22

Management Strategy for Merger Achieves strategy of increase in retail and industrial opportunities - Mirvac retail capacity already enhanced Integration of high quality management currently available to both portfolios - Offers to be made to CFT employees involved directly in managing the assets Geographic spread of increased portfolio well suited to Mirvac s integrated investment / development regional operations Opportunities for enhancement by development 23

Conclusion! Substantial benefits to CFT investors - Cost savings approximately $11m per annum - Premium of 8.3% to the market price and 13.2% to NTA - Increase in size will lower cost of capital, increases diversification, increase liquidity and increases access to new opportunities! Substantial benefits to Mirvac investors - Increase in proforma forecast FY2003 DPU by 5.9% to 29.13 cents - Increases its investment portfolio in line with Mirvac s development activity - Increases NTA from $2.76 to $3.06 24

Disclaimer The Mirvac Group (comprising Mirvac Limited, the Mirvac Property Trust and the Mirvac Commercial Trust) and their related entities distributing this document and each of their respective directors, officers and agents (Mirvac) believe that the information contained in this document is correct and that any estimates, opinions, conclusions or recommendations contained in this document are reasonably held or made as at the time of compilation. However, no warranty is made as to the accuracy or reliability of any estimates, opinions, conclusions, recommendations (which may change without notice) or other information contained in this document and, to the maximum extent permitted by law, Mirvac disclaims all liability and responsibility for any direct or indirect loss or damage which may be suffered by any recipient through relying on anything contained in or omitted from this document. No part of this document may be reproduced without the permission of the Mirvac Group. 25