Dexus : Simplification implementation and timetable

Dexus (ASX: DXS)

ASX release

22 June 2021

Simplification implementation and timetable

On 22 April 2021 Dexus Funds Management Limited as Responsible Entity of the Dexus Diversified Trust ("DDF"), Dexus Industrial Trust ("DIT"), Dexus Office Trust ("DOT") and Dexus Operations Trust ("DXO") (together known as "the Dexus Trusts"), held an Extraordinary General Meeting where Dexus Security holders approved changes to simplify the Dexus corporate structure (the "Simplification").

The Simplification involves "top-hatting" each of DDF, DIT and DOT with a newly established trust called Dexus Property Trust ("DPT") to form a dual stapled group comprising DXO and DPT. Details relating to the Simplification were outlined in the Explanatory Memorandum and Notice of Extraordinary General Meeting dated 23 March 2021.

Prior to proceeding with the Simplification, Dexus was seeking determinations in respect of stamp duty payable and a Class Ruling from the Australian Tax Office to confirm that CGT scrip-for-scrip rollover relief was available to Australian resident Security holders. Dexus now confirms that the stamp duty determinations have been received. A description of the tax implications for Security holders will be made available at www.dexus.com/Simplification

Consequently, the Board of Dexus Funds Management Limited has determined that the Simplification continues to be in the best interests of Security holders and will now be implemented.

Dexus intends to implement the Simplification in accordance with the following timetable:

Event	Date
Last day of trading in existing Dexus Stapled Securities on the ASX.	Wednesday, 30 June 2021
Admission of units in DPT to official list of the ASX (to trade as part of the	Thursday, 1 July 2021
New Stapled Securities).
New Stapled Securities commence trading on the ASX (on a deferred
settlement basis).
Stapling Record Date	Friday, 2 July 2021
Last day for registration of transfers of existing Dexus Stapled Securities.
Any existing Dexus Stapled Securities held by Ineligible Foreign Security	Monday, 5 July 2021
holders transferred to the sale nominee.
Implementation Date	Tuesday, 6 July 2021
− DPT units received by Security holders
− Units in DDF, DIT and DOT transferred to DPT
− Stapling of units in DXO and units in DPT to form New Stapled
Securities
− Despatch of holding statements of New Stapled Securities
New Stapled Securities commence trading on the ASX (on a normal	Wednesday, 7 July 2021
settlement basis (T+2)).
DDF, DIT and DOT to be removed from official list of the ASX on this day	Thursday, 8 July 2021
or a subsequent day.

Ineligible Foreign Security holders

In accordance with the terms of the Simplification, any Ineligible Foreign Security holders will not receive New Stapled Securities but will instead receive the proceeds from the sale of the New Stapled Securities which they would have otherwise received (net of brokerage costs, any fees and taxes and subject to rounding). Ineligible Foreign Security holders will receive payment as soon as practicable after settlement of the sale by the sale nominee.

Constitutions

As a result of the Board determining to proceed to implement the Simplification, amendments to the constitutions of each of DDF, DIT, DOT and DXO have now been lodged with ASIC and have become effective. Consolidated constitutions for each trust are attached and are also available at www.dexus.com/corporategovernance.

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 is one of Australia's leading real estate groups, managing a high-quality Australian property portfolio valued at $36.5 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 $15.5 billion of office, industrial and healthcare properties. We manage a further $21.0 billion of office, retail, industrial and healthcare properties for third party clients. The group's $11.5 billion development pipeline provides the opportunity to grow both portfolios and enhance future returns. Dexus is a Top 50 entity by market capitalisation listed on the Australian Securities Exchange (trading code: DXS) and is supported by more than 29,000 investors from 24 countries. With 36 years of expertise in property investment, development and asset management, we have a proven track record in capital and risk management, providing service excellence to tenants 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

dexus.com

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Consolidated Constitution Dexus Diversified Trust (ARSN 089 324 541)

Dexus Funds Management Limited

ACN 060 920 783

This consolidated constitution incorporates amendments made to the constitution dated 15 August 1984 up to and including amendments made by a supplemental deed dated 21 June 2021.

This is not a legally binding document. Reference should be made to the Original Constitution and each amending deed for the operative provisions.

Table of contents

Clause			Page
1	Definitions and Interpretation	10
	1.1	Definitions	10
	1.2	Interpretation	17
	1.3	Market Price	18
	1.4	General compliance provision	19
	1.5	Inconsistency with the Listing Rules	19
	1.6	Additional Listing Rule requirements	20
	1.7	Corporations Act while not registered	21
	1.8	Corporations Act and ASIC Relief	21
2	The Trust	21
	2.1	Holding of Assets	21
	2.2	Separately Held	21
	2.3	Name of Trust	22
3	Interest of Unitholder	22
	3.1	Division into Units	22
	3.2	Fractions and splitting	22
	3.3	Issue of Partly Paid Units	23
	3.4	Joint Holders	23
	3.5	Classes of Units	23
	3.6	Benefits and obligations of Unitholders and Optionholders	24
	3.7	No further liability	24
	3.8	Failure to pay instalment on Partly Paid Unit	24
	3.9	Forfeiture of Units	25
	3.10	Sale of Forfeited Unit	25
	3.11	Income and Capital of a Forfeited Unit	26
	3.12	Notice of sale of Forfeited Unit	26
	3.13	Cancellation of Forfeiture	26
	3.14	Consequences of sale and continuing liability	26
	3.15	Proceeds of sale of Forfeited Unit	27
	3.16	Lien for Amounts Owing	28
4	Issue of Options and Units	28
	4.1	Number of Units issued	28
	4.2	Application for Units or Options	28
	4.3	Payments to the Responsible Entity	28
	4.4	Issue and allotment	29
	4.5	Responsible Entity's discretion on Application	29
	4.6	Certificates	29
	4.7	Foreign Unitholders	30
5	Power to issue Units and Options	31
	5.1	Powers Cumulative	31
	5.2	Underwriting of Issue	31
Freehills Sydney05417860	page 6

	5.3	Issues of Options	32
	5.4	Issue of Units pursuant to Options	32
	5.5	Issue at fixed price	32
	5.6	Issues and Placements at Market Price	33
	5.7	Placements of Units and Options without Holder approval	34
	5.8	[NOT USED]	34
	5.9	Rights issues of Units	34
	5.10	Rights issues of Options	34
	5.11	Issues of Units - distribution reinvestment	35
	5.12	Issue of Units - Unitholder purchase plans	35
	5.13	Restrictions on issue of Units	35
	5.14	Apportionment of Issue Price	35
6	Responsible Entity's Powers	35
	6.1	General powers of Responsible Entity	35
	6.2	Delegation by Responsible Entity	36
7	Responsible Entity's responsibilities and indemnities	36
	7.1	No limitation of other undertakings	36
	7.2	Limitation of liability	36
	7.3	Indemnities	36
	7.4	Responsible Entity may rely on advice	37
	7.5	Interested dealings by Responsible Entity	37
8	Valuation of the Fund	38
	8.1	Valuation of assets of the Fund	38
	8.2	Currency Conversion	38
	8.3	Responsible Entity to determine Current Unit Value	38
9	Income and Distributions	39
	9.1	Determination of income and reserves	39
	9.2	Distribution of income	39
	9.3	Distribution Entitlement	39
	9.4	Distribution of Entitlement	40
	9.5	Distribution Reinvestment Arrangements	40
	9.6	Discharge of Responsible Entity's obligation	41
	9.7	Trust taxed as a company	41
	9.8	Attribution Entitlement	41
	9.9	Capital reallocation proposals	42
9A	AMIT Regime	43
	9A.1	AMIT election	43
	9A.2	Responsible Entity's powers	43
	9A.3	Unders and Overs	43
	9A.4	Attribution of taxable income to Unitholder	43
	9A.5	Member objections	44
	9A.6	Responsible Entity powers, liabilities and rights	45
	9A.7	AMIT Regime - exercise of Responsible Entity's powers	45
10	Remuneration and indemnification of Responsible Entity	45
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