A few shareholders vented their frustration with the Westpac Office Trust's (ASX:WOT) disappointing performance, while a massive majority gave the nod at a unitholder special meeting called in Sydney yesterday to vote on Mirvac Group's (ASX:MGR) $1.2 billion takeover of the trust.

Long-time shareholder John Young, who has been criticising Westpac for selling WOT, said the company should forgo $7.8m performance fee in view of the "lamentable performance" of the trust.

He added Westpac should not have received $15m for giving up the management rights to the trust.

Also questioning the payment of these fees to Westpac is Australian Shareholders Association representative Steve O'Reilly, who held proxies for 500,000 units.

According to him the responsible entity would collect $9m for obtaining a rental agreement. "All these payments, which total around $30m, are coming out of the trust," which means a cost to unitholders.

Combined with other things including derivative hedging and valuation, Mr O'Reilly said the net asset backing of the trust was 12 to 17c lesser than its present net tangible assets of 84c. "We think the NTA should be around $1."

Chairman Alan Cameron upheld the performance fee payment, but acknowledged it was "anomalous" as it was given on the basis that WOT did not perform as badly as other trusts on the market.

Portfolio manager Keith Grayson said a majority of unitholders approved to pay the manager a performance fee in 2005 and consented to benchmark its performance relative to the market.

He also said the appraisal of Westpac Place was made by independent valuers.

Retail unitholders said they were happy Mirvac would assume contol of the trust.

"It is right on our strategy," Mirvac managing director Nick Collishaw said. "For the last 18 months we have been talking about strengthening investment portfolio and accelerating our development book."

Mirvac shares ended at a steady $1.32 yesterday.