Dexus : 2021 Notice of Annual General Meeting

Dexus (ASX: DXS)

ASX release

22 September 2021

2021 Notice of Annual General Meeting

Dexus today confirmed details relating to its 2021 Annual General Meeting (AGM).

The 2021 AGM will be held virtually on Tuesday 19 October 2021, commencing at 2.00pm (AEDST). Registration will commence at 1.30pm (AEDST) via the AGM link available at www.dexus.com/AGM

The Notice of Annual General Meeting, letter to Security holders, a sample Proxy and Question Form and the Virtual Online Meeting Guide are attached and will be provided to Dexus Security holders today.

Dexus will provide hard copies of the 2021 Notice of Annual General Meeting and Annual Report to those investors who have requested them.

Authorised by the Board of Dexus Funds Management Limited

For further information please contact:
Investors	Media
Rowena Causley	Louise Murray
Senior Manager, Investor Relations	Senior Manager, Corporate Communications
[phone]	[phone]
[phone]	[phone]
[e-mail]	[e-mail]

About Dexus

Dexus (ASX: DXS) is one of Australia's leading fully integrated real estate groups, managing a high-quality Australian property portfolio valued at $42.5 billion. We believe that the strength and quality of our relationships will always be central to our success and are deeply committed to working with our customers to provide spaces that engage and inspire. We invest only in Australia, and directly own $17.5 billion of office, industrial and healthcare properties, and investments. We manage a further $25.0 billion of office, retail, industrial and healthcare properties for third party clients. The group's $14.6 billion development pipeline provides the opportunity to grow both portfolios and enhance future returns. Sustainability is integrated across our business, and our sustainability approach is the lens we use to manage emerging ESG risks and opportunities for all our stakeholders. Dexus is a Top 50 entity by market capitalisation listed on the Australian Securities Exchange and is supported by more than 30,000 investors from 23 countries. With over 35 years of expertise in property investment, funds management, asset management and development, we have a proven track record in capital and risk management and delivering superior risk-adjusted returns for investors. www.dexus.com

Dexus Funds Management Ltd ABN 24 060 920 783, AFSL 238163, as Responsible Entity for Dexus (ASX: DXS) Level 25, 264 George Street, Sydney NSW 2000

Notice of Annual

General Meeting

2021

Notice is hereby given by Dexus Funds Management Limited, as responsible entity of each of the two trusts that comprise Dexus, that the 2021 Annual General Meeting of Security holders will be on:

Date

Tuesday, 19 October 2021

Time

Registration - 1.30pm Commencing - 2.00pm (AEDST)

In accordance with section 252S(1) of the Corporations Act 2001 (Cth), Dexus Funds Management Limited appoints Richard Sheppard to act as Chair.

Meeting Information

The Dexus 2021 Annual General Meeting (AGM or Meeting) will be held virtually on Tuesday 19 October 2021 commencing at 2.00pm (AEDST)

The health and safety of our Security holders, employees, and the broader community is paramount. As a result of current government restrictions, this year Dexus will be holding a virtual AGM using the Link Market Services Limited online AGM platform.

We invite you to participate in the AGM via the link available at www.dexus.com/

AGM

Registration will open at 1.30pm with the AGM commencing at 2.00pm.

How to participate

To participate in the AGM, you will need a desktop, laptop or mobile/tablet device with internet access. When you log onto the AGM platform, you will need to provide your details (including SRN or HIN) to be verified as a Security holder or proxyholder.

Proxyholders will need their login details which will be provided by Link Market Services Limited no later than 24 hours before the Meeting.

More information

More information about how to use the online AGM platform (including how to vote, ask questions via the conference call and online during the AGM) is provided in the Virtual Meeting Online Guide which is available to download at www.dexus.com/AGMWe recommend you read this guide and the other information available on the website prior to the start of the Meeting.

Questions

Security holders and proxyholders will be able to ask questions at the Meeting via a conference call telephone line.

Please contact Link Market Services on 1800 990 363 or [phone] by 2.00pm on 15 October 2021 to obtain a PIN to enable you to ask questions on the conference call.

Alternatively, you can submit any questions you have at the start of the Meeting using the 'ask a question' facility on the AGM platform. Please submit any questions as early as you can during the Meeting to ensure they are received in time.

More information about how to participate in the Meeting is available in the Virtual Meeting Online Guide available at www.dexus.com/AGMor by contacting Link Market Services.

If you wish to submit questions prior to the AGM, please download the Question Form from www.dexus.com/AGMand return it to Link Market Services Limited by 5.00pm Tuesday 12 October 2021.

If you are unable to participate in the AGM on 19 October 2021, a recording will be available to view after the Meeting at www.dexus.com/AGM

2 Dexus 2021 Notice of Annual General Meeting

Business of the Meeting

To present the Financial Report:

To present the Directors' Report, Financial Statements and Independent Auditor's Report for the financial year ended 30 June 2021.

Resolutions:

1. Adoption of the Remuneration Report

To consider and if thought fit pass the following Resolution as an ordinary resolution:

"That the Remuneration Report for the financial year ended 30 June 2021 be adopted."

2. FY22 grant of long-term incentive performance rights to the Chief Executive Officer

To consider and if thought fit pass the following Resolution as an ordinary resolution:

"That approval is given for all purposes for:

1. The granting of 225,004 performance rights to Darren Steinberg under the Long-Term Incentive Rights Plan; and
2. The transfer or allocation of Securities to Darren Steinberg upon vesting of the performance rights

for the year commencing 1 July 2021 as described in the Explanatory Memorandum to the 2021 Notice of Annual General Meeting."

3. Approval of Independent Directors

3.1 Approval of an Independent Director

- Warwick Negus

To consider and if thought fit pass the following Resolution as an ordinary resolution:

"That the initial appointment of Warwick Negus as a Director of Dexus Funds Management Limited be approved

(by ratification)."

3.2 Approval of an Independent Director

- Penny Bingham-Hall

To consider and if thought fit pass the following Resolution as an ordinary resolution:

"That the continuing appointment of Penny Bingham Hall as a Director of Dexus Funds Management Limited be approved (by ratification)."

3.3 Approval of an Independent Director

- Tonianne Dwyer

To consider and if thought fit pass the following Resolution as an ordinary resolution:

"That the continuing appointment (until the 2022 Annual General Meeting) of Tonianne Dwyer as a Director of Dexus Funds Management Limited be approved (by ratification)."

4. Constitutional Amendments

To consider and if thought fit pass the following Resolution as a special resolution of the Security holder of each Trust:

"That:

1. the Constitution of each Trust be amended as detailed in Annexure A of the 2021 Notice of Annual General Meeting in accordance with the provisions of the supplemental deeds poll tabled at the Meeting and initialed by the Chair for the purposes of identification; and
2. the Responsible Entity of each of the Trusts be authorised to execute the supplemental deeds poll in the same form as the supplemental deeds poll referred to in (a), and to lodge them with ASIC to give effect to the amendments to the Constitutions."

Information on each of the Resolutions is set out in the accompanying Explanatory Memorandum. You should also read the Procedural Notes which form part of this 2021 Notice of Annual General Meeting.

By Order of the Board

Brett Cameron

Company Secretary

Dexus Funds Management Limited

22 September 2021

Dexus 2021 Notice of Annual General Meeting

3

Procedural Notes

Dexus is the collective name of the two Trusts (Dexus Property Trust and Dexus Operations Trust), and one unit in each of the Trusts together comprises one Security. As each Trust is a separate entity, each is required to conduct a separate meeting.

Richard Sheppard, as Chair of the meetings, has determined that because the Resolutions to be proposed at each of the two meetings and the persons eligible to vote on the Resolutions are the same, each of the two meetings will be conducted concurrently so that, from an administrative and attendee point of view, the conduct of the meetings will be as if they were one single Meeting.

Quorum

The quorum necessary for this Meeting is 20 Security holders present in person or by proxy. If a quorum is not present within 30 minutes after the scheduled time for the Meeting, the Meeting will be adjourned as the Chair directs. For this Meeting, a quorum may be met by counting Security holders (including by proxy) attending via the online AGM platform.

Direct voting at the Meeting

As there will be no physical meeting, the only way for you to vote at the Meeting is for you to do so by direct voting. The Directors have determined that at the Meeting, a Security holder who is entitled to vote on a Resolution is entitled to a direct vote in respect of that Resolution. The Directors have also approved the use of the Link Market Services Limited real-time online AGM platform as a means of delivering a direct vote.

If you wish to cast a direct vote at the Meeting, you should attend the Meeting online on Tuesday, 19 October 2021 via the link available at www.dexus.com/

AGM

Registration commences at 1.30pm (AEDST) with the Meeting to commence at 2.00pm online.

Voting before the Meeting

If you are unable to attend the Meeting in person you may cast a vote directly prior to the Meeting or you may appoint a proxy to attend the Meeting in your place.

If you appoint a proxy, the proxy does not need to be a Security holder. If you are entitled to cast two or more votes, then you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

If no proportion or number is specified, each proxy may exercise half of your votes.

To direct your vote before the Meeting or to appoint a proxy, please complete a Voting Form and lodge it in one of the ways detailed as follows.

Lodgment of Voting Form

You may lodge your Voting Form by:

• Lodging it online atlinkmarketservices. com.auin accordance with the instructions provided on the website; or
• Posting it in the reply-paid envelope provided to
  Dexus
  C/- Link Market Services Limited Locked Bag A14
  Sydney South NSW 1235; or
• Hand delivering it to
  Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138
  or
  Level 12, 680 George Street Sydney NSW 2000; or
• Faxing it to [phone]

To lodge your Voting Form online, you will need your Holder Identification Number (HIN) or Security Reference Number (SRN).

If a Voting Form is signed under a power of attorney, it must be accompanied by the original power of attorney under which the Voting Form is signed, or a certified copy of that power of attorney.

In order to be effective, Voting Forms (and any accompanying documents) must be received by 2.00pm (AEDST) Sunday, 17 October 2021. If you lodge your Voting Form via post, you should consider potential delays to postal services caused by the current government lockdown in meeting this deadline.

Corporate representatives

A corporation that is a Security holder may appoint a person to act as its representative and cast its direct vote at the Meeting. The appointment must comply with section 253B of the Corporations Act. The representative must provide evidence of their appointment including any authority under which it is signed and a "Certificate of Appointment of Corporate Representative".

A form of the certification may be obtained from the Group's Security Registry and must be returned to the Security Registry, Link Market Services Limited, so it is received no later than 2.00pm (AEDST) Sunday, 17 October 2021.

Joint holdings

If your Securities are jointly held, only one of the joint holders is entitled to vote. If both joint holders attend the Meeting through the online AGM platform, only the vote of the person who is the last to cast their vote prior to the poll closing will be counted. In the case of joint holders, the Voting Form may be completed by any one holder.

Voting entitlement

Subject to the following, all Security holders appearing on the register of Securities of Dexus as at 7.00pm (AEDST) on Sunday, 17 October 2021 will be entitled to attend and vote at the Meeting.

Majority required

All Resolutions except Resolution 4 are ordinary resolutions. Each of those Resolutions will be passed if at least 50% of the votes cast by Security holders entitled to vote on the Resolution

are cast in favour of the Resolution. Resolution 4 is a special resolution. That Resolution will be passed if at least 75% of the votes cast by Security holders entitled to vote on the Resolution are cast in favour of the Resolution.

4 Dexus 2021 Notice of Annual General Meeting