Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

Dexus Funds Management Limited

ABN/ARBN

Financial year ended:

24 060 920 783

30 June 2022

Our corporate governance statement1 for the period above can be found at:2

☐

These pages of our

annual report:

☒

This URL on our

https://www.dexus.com/discover-dexus/about-us/corporate-

website:

governance

The Corporate Governance Statement is accurate and up to date as at 16 August 2022 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date:

16 August 2022

Name of authorised officer

Brett Cameron, Company Secretary

authorising lodgement:

1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

  1. Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
  2. Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should have and disclose a board charter setting

☒

☐ set out in our Corporate Governance Statement OR

out:

and we have disclosed a copy of our board charter at:

☐ we are an externally managed entity and this recommendation

(a) the respective roles and responsibilities of its board and

Dexus Board Terms of Reference at

is therefore not applicable

management; and

https://www.dexus.com/discover-dexus/about-us/corporate-

(b) those matters expressly reserved to the board and those

governance

delegated to management.

1.2

A listed entity should:

☒

☐ set out in our Corporate Governance Statement OR

(a) undertake appropriate checks before appointing a director or

☐ we are an externally managed entity and this recommendation

senior executive or putting someone forward for election as

is therefore not applicable

a director; and

(b) provide security holders with all material information in its

possession relevant to a decision on whether or not to elect

or re-elect a director.

1.3

A listed entity should have a written agreement with each director

☒

☐ set out in our Corporate Governance Statement OR

and senior executive setting out the terms of their appointment.

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.4

The company secretary of a listed entity should be accountable

☒

☐ set out in our Corporate Governance Statement OR

directly to the board, through the chair, on all matters to do with

☐ we are an externally managed entity and this recommendation

the proper functioning of the board.

is therefore not applicable

  1. Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
  2. If you have followed all of the Council's recommendations in fullfor the wholeof the period above, you can, if you wish, delete this column from the form and re-format it.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 2

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.5

A listed entity should:

☒

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a diversity policy;

and we have disclosed a copy of our diversity policy at:

☐ we are an externally managed entity and this recommendation

(b) through its board or a committee of the board set

Diversity and Inclusion Policy athttps://www.dexus.com/discover-

is therefore not applicable

measurable objectives for achieving gender diversity in the

dexus/about-us/corporate-governance

composition of its board, senior executives and workforce

and we have disclosed the information referred to in paragraph (c)

generally; and

at:

(c) disclose in relation to each reporting period:

Diversity Target athttps://www.dexus.com/discover-dexus/about-

(1) the measurable objectives set for that period to

us/corporate-governance

achieve gender diversity;

and if we were included in the S&P / ASX 300 Index at the

(2) the entity's progress towards achieving those

commencement of the reporting period our measurable objective for

objectives; and

achieving gender diversity in the composition of its board of not less

(3) either:

than 30% of its directors of each gender within a specified period.

  1. the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these purposes); or
  2. if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act.

If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

1.6

A listed entity should:

☒

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for periodically evaluating the

and we have disclosed the evaluation process referred to in

☐ we are an externally managed entity and this recommendation

performance of the board, its committees and individual

paragraph (a) at:

is therefore not applicable

directors; and

Board Performance Evaluation Policy at

(b) disclose for each reporting period whether a performance

https://www.dexus.com/discover-dexus/about-us/corporate-

evaluation has been undertaken in accordance with that

governance

process during or in respect of that period.

and whether a performance evaluation was undertaken for the

reporting period in accordance with that process at:

our Corporate Governance Statement

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.7

A listed entity should:

☒

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for evaluating the performance

and we have disclosed the evaluation process referred to in

☐ we are an externally managed entity and this recommendation

of its senior executives at least once every reporting period;

paragraph (a) at:

is therefore not applicable

and

Remuneration Report in pages 78-111 of our Annual

(b) disclose for each reporting period whether a performance

Report

evaluation has been undertaken in accordance with that

and whether a performance evaluation was undertaken for the

process during or in respect of that period.

reporting period in accordance with that process at:

Remuneration Report in pages 78-111 of our Annual

Report

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 4

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

2.1

The board of a listed entity should:

☒

☐ set out in our Corporate Governance Statement OR

(a) have a nomination committee which:

[If the entity complies with paragraph (a):]

☐ we are an externally managed entity and this recommendation

(1) has at least three members, a majority of whom are

and we have disclosed a copy of the charter of the committee at:

is therefore not applicable

independent directors; and

Board Nomination Committee Terms of Reference at

(2) is chaired by an independent director,

https://www.dexus.com/discover-dexus/about-us/corporate-

and disclose:

governance

(3) the charter of the committee;

and the information referred to in paragraphs (4) and (5) at:

(4) the members of the committee; and

our Corporate Governance Statement and page 115 of our

(5) as at the end of each reporting period, the number

Financial Statements

of times the committee met throughout the period

[If the entity complies with paragraph (b):]

and the individual attendances of the members at

and we have disclosed the fact that we do not have a nomination

those meetings; or

committee and the processes we employ to address board

(b) if it does not have a nomination committee, disclose that

succession issues and to ensure that the board has the appropriate

fact and the processes it employs to address board

balance of skills, knowledge, experience, independence and

succession issues and to ensure that the board has the

diversity to enable it to discharge its duties and responsibilities

appropriate balance of skills, knowledge, experience,

effectively at:

independence and diversity to enable it to discharge its

……………………………………………………………………………..

duties and responsibilities effectively.

[insert location]

2.2

A listed entity should have and disclose a board skills matrix

☒

☐ set out in our Corporate Governance Statement OR

setting out the mix of skills that the board currently has or is

and we have disclosed our board skills matrix at:

☐ we are an externally managed entity and this recommendation

looking to achieve in its membership.

our Corporate Governance Statement

is therefore not applicable

2.3

A listed entity should disclose:

☒

☐ set out in our Corporate Governance Statement

(a) the names of the directors considered by the board to be

and we have disclosed the names of the directors considered by the

independent directors;

board to be independent directors at:

(b) if a director has an interest, position, affiliation or

our Corporate Governance Statement

relationship of the type described in Box 2.3 but the board

and, where applicable, the information referred to in paragraph (b)

is of the opinion that it does not compromise the

at:

independence of the director, the nature of the interest,

our Corporate Governance Statement

position or relationship in question and an explanation of

why the board is of that opinion; and

and the length of service of each director at:

(c) the length of service of each director.

our Corporate Governance Statement

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 5

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Dexus published this content on 17 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2022 23:53:06 UTC.