DEXUS Property Group : DEXUS and CPPIB Change of Substantial Holding for CPA

DEXUS Property Group (ASX: DXS)

ASX release

29 January 2014

DEXUS and CPPIB change in substantial holding for CPA

DEXUS Funds Management Limited and Canada Pension Plan Investment Board today lodged a change of interests of substantial holder notice in relation to their holding in Commonwealth Property Office Fund (CPA).

For further information please contact:

DEXUS

Investor queries

David Yates T: [phone]

M: [phone]

E: [e-mail]

DEXUS

Media queries Peter Brookes, Citadel

T: [phone]

M: [phone]

E: [e-mail]

CPPIB

Media queries

Canada

Linda Sims

About DEXUS

T: [phone]

E: [e-mail]

CPPIB

Media queries

Australia

Nigel Kassulke, Cannings

T: [phone]

M: [phone]

E: [e-mail]

DEXUS Property Group (DEXUS) is one of Australia's leading real estate groups, investing directly in high quality Australian office and industrial properties. With over $13 billion of assets under management, DEXUS also actively manages office, industrial and retail properties located in key Australian markets on behalf of third party capital partners. DEXUS manages an office portfolio of over 900,000 square metres across Sydney, Melbourne, Brisbane and Perth and is one of the largest institutional owners of office buildings in the Sydney CBD, Australia's largest office market. DEXUS is a Top 50 entity by market capitalisation listed on the Australian Securities Exchange under the stock market trading code 'DXS' and is supported by more than 19,000 investors from 19 countries. With over 25 years of experience in commercial property investment, development and asset management, DEXUS has a proven track record in capital and risk management, providing service excellence to tenants and delivering superior risk-adjusted returns to investors. www.dexus.com

Download the DEXUS IR app to your preferred mobile device to gain instant access to the latest stock price, ASX Announcements, presentations, reports, webcasts and more.

DEXUS Funds Management Ltd ABN 24 060 920 783, AFSL 238163, as Responsible Entity for DEXUS Property Group (ASX: DXS)

About Canada Pension Plan Investment Board

Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits on behalf of 18 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, CPPIB is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At September 30, 2013, the CPP Fund totalled C$192.8 billion of which C$22.0 billion represents real estate investments. For more information about CPPIB, please visit www.cppib.com

Form 604

Corporations Act 2001

Section 6718

Notice of change of interests of substantial holder

To Company Name/Scheme Commonwealth Property Office Fund ("CPA") ACN/ARSN ARSN 086 029 736
1.Detalls of substantialholder (1)

604 15 July 2001
Name This notice is given by DEXUS Funds Management Limited ("DXFM"), as trustee of DEXUS Office Trust Australia and responsible entity of each of the trusts that comprise the DEXUS Property Group. The notice is given by DXFM on
behalf of itself and on behalf of each of its related bodies corporale ("DEXUS Subsldiaries") that are held by DXFM as an asset of the trusts that comprise the DEXUS Property Group.
This notice is also given by Canada Pension Pian lnvestment Board ("CPPIB"), on behalf of itself and each of its related

bodles corporate.

ACNIARSN (ilapplicable) ACN 060 920 783 for DXFM. N/A for CPPIB.
There was a change in the interests of the

substanlial holder on 2-6-11-1-20-14------------------

The previous notice was given to the company on 26/112014 The previous notice was dated 2611/2014
2.Previous and present voting power
The total number of votes attached to ali the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when las!required, and when now required, lo glve a substantial holding notice lo the company or scheme, are as follows:

Class of securities (4)	Previous notice	Present notice
Class of securities (4)	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid units	637,214,335 Units Note, CPPIB only has votes of 406,702,393 Units.	27.15% Note, CPPIB only has voting power of 17.33%.	646,362,219 Units This includes the 350,000,000 ordinary units in CPA ('Units") arising under the arrangement sei out in Annexure A lo the Substantial Holder Notice lodged by DXFM on 25 July 2013 ('Arrangement"). lt aIso includes the 67,670,277 votes attaching to Units in which DXFM has a relevant interest as a result of acceptances of DXFM's takeover bid ('DEXUS Offer"). The remainder of DXFM's votes arise as a result of its association with Commonwealth Bank of Australia ('CBA") (see Substantial Holder Notice lodged by DXFM on 16 December 2013). Note, CPPIB only has votes of 417,670,277 Units because it is not an associate of CBA.	27.63% Note, CPPIB only has voting power of 17.60% because ilis not an associate of CBA.

11742213_1

3. Changes in relevant interests

604 15 July 2001

Particulars of each change in, or change in the nature of, a relevant interest of the subslantial holder or an associate in voting securities of the company or schema, since lhe substantial holder was las!required to give a substanlial holding notice lo lhe company or schema are as follows:

Dateof change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relalion to change (7)	Class and number of securities affecled	Person's votes affected
28/1/2014	DXFM and CPPIB	Change arising as a resullof acceptances of the DEXUS Offer.	$0.7745 cash and 0.4516 DEXUS Stapled Securities or $0.8496 cash and 0.3801 DEXUS Stapled Securities	11,167,884 Units	0.48%

4. Present relevant interests

Particulars of each relevant interest of the· substantial holder in voting securities alter the change are as follows:

Holderof relevant interest	Regislered holderof securities	Person entitled lo be registered as holder (B)	Nature of relevant interest (6)	Class and number of securities	Person's votes
DXFMand CPPIB	In respect of the Units under the Arrangement, unknown. However, as far as DXFM and CPPIB are aware, DBA currently holds a relevant interest in 382,180,004 Units and DXFM may be taken to have a relevant interest in those Units by reason of the Arrangement (up to an interest of 350,000,000). Referto the substantial holder notice lodged by DBA and appearing an ASX an 4 December 2013 far further inforrnation about the registered holder of Units in which DBA has a relevanlinterest.	In respect of the Units under the Arrangement, unknown. Referto the subslantial holder notice lodged by DBA and appearing an ASX an 4 December 2013 forfurther inforrnation about the person entitled to be registered as holder of Units in which DBA has a relevant interest. Note, DXFM has given a notice requiring delivery of Units under the Arrangement. Delivery of Units under that Arrangement has been postponed unlil 7 February 2014 (subject to further postponement). Accordingly, lhe obligation far DXFM to take, and the obligation far DBA to make, delivery of Units under the Arrangement has arisen.	Neither DXFM nor CPPIB are the owner of Units. However, under section 608(8): - DXFM may be taken to have a relevant interest in Units by reason of lhe Arrangement; and - if DXFM had a relevant interest in those Units then CPPIB would also have a relevant interest in those Unils by reason of the Joint Bid Agreement attached to the Substantial Holder Notice lodged with ASX by DXFM an 20 December 2013.	To the extent !ha! section 608(8) confers the same relevant interest an DXFM as held by DBA as at 29 November 2013 (up to a maximum of 350,000,000 Units), DXFM and CPPIB had a relevant interest in 350,000,000 Units.	To the extent that section 608(8) confers the same relevant interest on DXFM as held by DBA as at29 November 2013 (up to a maximum of 350,000,000 Units), DXFM and CPPIB had a relevant intereslin Units with voting power of 14.9%.
DXFM	In respect of Units arising under acceplances of the DEXUS Offer, the holders of Units who have accepted the DEXUS Offer.	DXFM	Acquisitions arising fram acceplances of the DEXUS Offer.	67,870,277 Units	2.89%
CPPIB	In respect of Units arising under acceptances of the DEXUS Offer, the holders of Units who have accepted the DEXUS Offer.	DXFM	lnlerest arising under lhe Joint Bid Agreement attached to the Substantial Holder Notice lodged with ASX by DXFM an 20 December 2013.	67,870,277 Units	2.89%

11742213_1

5. Changes In assoclation

604 15 July 2001

The persons who have become associates (2) of, ceased lo be associates of, or have changed the nature of their associatlon (9) with, the substantial holder in relation lo voting interests in !he company or schema are as follows:

Name and ACN/ARSN (if applicable) Nature of association

N/A

6. Addresses

The addresses of persons named in this formare as follows:

Name	Address
DXFM .		Level 25. Australia Square, 264-278 George Street, Sydney NSW 2000
CPPIB		One Oueen Street East, Suile 2500, Toronto. Ontario. M5C 2W5, Canada

Signature

11742213_1

print name David Friedlander capacity Attorney

sign here --"""':11-4-,.c:;;;: ;.M/.-..• (1;:2':C:: -IIII'.I......JI'III_-.J_...-.;d::,::a::;:le:.,..,.:2 9i.:,:1i,:;;20::.;1,;;,4_