Mitsubishi Estate Asia – Eynesbury Properties

WA-35026

Pursuant to the Term Sheet between: * MEC Oceania Investment Pty Ltd (**MEA**); * Eynesbury AK1 Pty Ltd atf Eynesbury AK1 Trust, and Eynesbury AK2 Pty Ltd atf Eynesbury AK2 Trust (**RMax**); and * Resimax Group Proprietary Limited MEA intends that its wholly-owned subsidiary MECO Eynesbury Pty Limited (MECO) acquires 49.9% of the equity interests, via a subscription for preference shares, in each of Eynesbury Greenhill Pty Ltd, Eynesbury Wyndham Pty Ltd, and Eynesbury Township Pty Ltd (the **Eynesbury Entities**) (the **Acquisition**). Following the Acquisition, RMax will hold the remaining 50.1% equity stake in the Eynesbury Entities. The Eynesbury Entities (including via current subsidiary Eynesbury Quarter Hospitality Trading Pty Ltd and future subsidiary Eynesbury Water Pty Ltd) own land and commercial businesses in connection with the development of a residential master planned community development project in Eynesbury, Victoria (the **Eynesbury MPC**). The Eynesbury MPC is under development, and the Acquisition is to provide further capital to fund the development. The Eynesbury Entities are wholly owned subsidiaries of RMax. MECO is a special purpose acquisition vehicle and wholly owned subsidiary of MEA, the Australian investment vehicle of Japan based real-estate investment group, Mitsubishi Estate.