DEXUS — AGM Information 2009

Sep 28, 2009

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29 September 2009

The Manager Australian Securities Exchange Limited 20 Bridge Street Sydney NSW 2000

DEXUS Funds Management Limited ABN 24 060 920 783 AFSL: 238163 Level 9, 343 George Street Sydney NSW 2000 PO Box R1822 Royal Exchange NSW 1225 Telephone 02 9017 1100 Direct 03 8611 2930 Facsimile 03 8611 2910

Email: karol.oreilly@dexus.com

Dear Sir/Madam

DEXUS Property Group (ASX: DXS) 2009 Annual General Meeting

DEXUS Funds Management Limited, as responsible entity for DEXUS Property Group (DXS), provides a copy of the Notice of Meeting and Proxy Form for the DEXUS Property Group 2009 Annual General Meeting to be held at 12.30pm on 26 October 2009.

For further information, please contact:

Investor Relations: Karol O’Reilly (03) 8611 2930 Media Relations: Emma Parry (02) 9017 1133

Yours sincerely

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Tanya Cox Company Secretary

2009

DEXUS Property Group Notice of ANNuAl GeNerAl MeetiNG

Notice is hereby given by DeXuS funds Management limited, as responsible entity of each of the four trusts that comprise the DeXuS Property Group, that the 2009 Annual General Meeting of Security holders of stapled securities will be held at:

Place: the Westin Hotel Ballroom 4, (down the escalator to the Ballroom level) 1 Martin Place Sydney NSW 2000

Date: Monday 26 october 2009 time: registration – 12.00pm commencement – 12.30pm

in accordance with Section 252S(1) of the Corporations Act 2001 (cth), DeXuS funds Management limited appoints Mr christopher t Beare to act as chair.

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BUSinESS of thE mEEtinG

a. to present the financial statements:

To present the Directors’ Report, Financial Statements and Independent Auditor’s Report for the financial year ended 30 June 2009.

• b. to consider and if thought fit to pass the following resolutions:

• Approval of an independent Director – christopher t Beare “That the continuing appointment of Christopher T Beare as a Director of DEXUS Funds Management Limited be ratified.”

• Approval of an independent Director – John c conde Ao “That the initial appointment of John C Conde AO as a Director of DEXUS Funds Management Limited be ratified.”

• Approval of an independent Director – Peter B St George “That the initial appointment of Peter B St George as a Director of DEXUS Funds Management Limited be ratified.”

• ratification of placement

  • “That, for the purposes of ASX Listing Rule 7.1 and 7.4, the issue of 138,500,000 stapled securities, each comprising a unit in each of DEXUS Diversified Trust, DEXUS Industrial Trust, DEXUS Office Trust and DEXUS Operations Trust, (“Security”) to certain institutional and sophisticated investors at $0.65 per Security issued on 21 April 2009 as described in the explanatory memorandum accompanying the Notice of Meeting convening the Annual General Meeting is hereby ratified for all purposes.”

• Adoption of the remuneration report

  • “That the Remuneration Report for the financial year ended 30 June 2009 be adopted.”

Information on each of the Resolutions is set out in the accompanying Explanatory Notes.

Each Resolution is an ordinary Resolution.

By Order of the Board

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John easy company Secretary DeXuS funds Management limited 30 September 2009

EXPlanatory notES

introduction

These Explanatory Notes are intended to provide Security holders with information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting 2009.

Appointment of Directors to the DeXuS funds Management limited Board

The Directors have determined, in accordance with the corporate governance framework adopted by the Group, that each Director obtain Security holders’ ratification at the Annual General Meeting immediately succeeding their initial appointment, and thereafter within three years, with at least one Director seeking ratification at each Annual General Meeting.

If an individual Director’s appointment or continued appointment as a Director fails to be ratified by a majority vote of Security holders at the required Annual General Meeting then that Director will thereafter cease to hold the office of Director of DEXUS Funds Management Limited. Consequently, that Director will also cease to hold the office of Director of DEXUS Holdings Pty Limited.

resolution 1 – Approval of an independent Director – Mr christopher t Beare

Christopher Beare was last ratified as a Director at the 2006 Annual General Meeting and, by rotation, is seeking Security holders’ ratification, to continue as a Director of DEXUS Funds Management Limited.

christopher t Beare BSc, Be (Hons), MBA, PhD, fAicD chair and independent Director

Chris Beare is both the Chair and an Independent Director of DEXUS Funds Management Limited (appointed 4 August 2004). He is also a member of the Board Nomination and Remuneration Committee and the Board Finance Committee.

Chris has significant experience in international business, technology, strategy, finance and management. Previously Chris was Executive Director of the Melbourne based Advent Management venture capital firm prior to joining investment bank Hambros Australia in 1991. Chris became Head of Corporate Finance in 1994 and joint Chief Executive in 1995, until Hambros was acquired by Société Générale in 1998. Chris remained a Director of SG Australia until 2002. From 1998 onwards, Chris formed Radiata – a technology start-up in Sydney and Silicon Valley – where, as Chair and Chief Executive Officer, Chris steered it to a successful sale to Cisco Systems in 2001 and continued for four years as Director Business Development for Cisco. Chris has previously been a director of a number of companies in the finance, infrastructure and technology sectors.

The Board unanimously recommends that Security holders ratify the continued appointment of Christopher Beare as a Director of DEXUS Funds Management Limited.

resolution 2 – Approval of an independent Director – John c conde Ao

John Conde AO was appointed an Independent Director on 29 April 2009 and is seeking Security holders’ ratification of his initial appointment as a Director of DEXUS Funds Management Limited.

John c conde Ao, BSc, Be (Hons), MBA independent Director

John Conde AO is an Independent Director of DEXUS Funds Management Limited, is the Chair of the Board Nomination and Remuneration Committee and a member of the Board Compliance Committee.

John brings to the Board extensive experience across diverse sectors including commerce, industry and government. John was previously a Director of BHP Billiton and Excel Coal Limited, Managing Director of Broadcast Investment Holdings Pty Limited, Director of Lumley Corporation and President of the National Heart Foundation of Australia.

John is Chairman of Energy Australia, Bupa Australia Group and Whitehaven Coal Limited. John is President of the Commonwealth Remuneration Tribunal and Chairman of the Sydney Symphony, the Australian Olympic Committee (NSW) Fundraising Committee, Homebush Motor Racing Authority Advisory Board and a member of the Bond University Board of Trustees.

The Board unanimously recommends that Security holders ratify the initial appointment of John Conde AO as a Director of DEXUS Funds Management Limited.

resolution 3 – Approval of an independent Director – Peter B St George

Peter St George was also appointed Independent Director on 29 April 2009 and is seeking Security holders’ ratification of his initial appointment as a Director of DEXUS Funds Management Limited.

Peter B St George, cA(SA), MBA independent Director

Peter St George is an Independent Director of DEXUS Funds Management Limited, is the Chair of the Board Finance Committee and is a member of the Board Audit and Board Risk Committees.

Peter has more than 20 years’ experience in senior corporate advisory and finance roles within NatWest Markets and Hill Samuel & Co in London. Peter acted as Chief Executive/Co-Chief Executive Officer of Salomon Smith Barney Australia/NatWest Markets Australia from 1995 to 2001. Peter was previously a Director of Spark Infrastructure Group and Chedha Holdings (Powercor and Citipower, Victoria). Peter was also Chairman of Walter Turnbull Chartered Accountants and a Director of SFE Corporation Limited.

EXPlanatory notES

continUED

Peter is currently a Director of First Quantum Minerals Limited (listed on the London and Toronto Stock Exchanges) and Boart Longyear Limited.

The Board unanimously recommends that Security holders ratify the initial appointment of Peter St George as a Director of DEXUS Funds Management Limited.

resolution 4 – ratification of placement

On 21 April 2009, DEXUS Property Group announced an equity raising that comprised an Institutional Placement and a 2 for 7 Non-renounceable Entitlement Offer raising approximately $749 million. The funds raised from this equity raising were used to repay debt and further strengthen DEXUS Property Group’s balance sheet.

Under the institutional placement, completed on 21 April 2009, 138,500,000 Securities were issued to certain sophisticated and institutional investors at $0.65 per Security raising approximately $90 million. These investors included new and existing wholesale institutional investors in DEXUS Property Group. The new Securities were issued upon the same terms as the existing Securities on issue.

Under ASX Listing Rule 7.1, DEXUS Property Group is not permitted to issue more than 15% of the issued capital of DEXUS Property Group in any 12 month period unless the issue is approved by Security holders or an exemption applies to the issue. DEXUS advises that an exemption applies for the 2 for 7 Non-renounceable Entitlement Offer, however, the institutional placement is excluded under that exemption.

Under ASX Listing Rule 7.4 issues of units made without Security holder approval may be treated as having been made with Security holder approval if the issue did not breach the listing rules and is subsequently approved by Security holders. An issue so approved is then not counted towards the calculation of the use of the 15% limit under ASX Listing Rule 7.1.

The Institutional Placement undertaken on 21 April 2009 reduced DEXUS Property Group’s capacity to issue Securities without Security holder approval or an exemption from ASX Listing Rule 7.1 applying. Accordingly, Security holders are being requested to ratify the issue of Securities as described above under ASX Listing Rules 7.1 and 7.4. This will ensure that the DEXUS Property Group has the maximum flexibility to raise capital going forward. DEXUS Property Group has no current plans to raise capital other than by way of the existing Distribution Reinvestment Plan.

Resolution 4 will be decided by a poll. As an ordinary resolution, the resolution will be passed if at least 50% of the votes cast in person or by proxy at the Meeting by members who are entitled to vote on the resolution are voted in favour of the resolution.

resolution 5 – Adoption of remuneration report

The purpose of Resolution 5 is to adopt the Remuneration Report, for the financial year ended 30 June 2009. The Remuneration Report is contained in section three of the Directors’ Report for the year ended 30 June 2009 commencing on page 12 of DEXUS Property Group’s 2009 Annual Report.

Under section 250R of the Corporations Act 2001 (Cth) a listed company is required at its Annual General Meeting to put a vote to its members to approve the Remuneration Report. Consistent with its corporate government framework, the Board of DEXUS Funds Management Limited has determined that DEXUS Property Group will be subject to this obligation even though it is a listed real estate investment trust.

During the meeting there will be an opportunity for Security holders to comment upon and ask questions about the Remuneration Report. The Board unanimously recommends that Security holders adopt the 2009 Remuneration Report. The vote on Resolution 5 is advisory only and does not bind the Directors or DEXUS Funds Management Limited.

By Order of the Board

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John easy Company Secretary DEXUS Funds Management Limited 30 September 2009

The approval of Security holders is not being sought for the purposes of ASIC class order 05/26 in relation to the issue of Securities described above as that issue was offered at a fixed price and was not conducted in reliance on the relief provided by that class order.

ProcEDUral notES

DEXUS Property Group is the collective name of four Trusts that comprise the Security. As each Trust is a separate legal entity each is required to conduct a separate general meeting.

Christopher Beare, as Chair of the meetings, has determined that because the business of each of the four meetings is identical, the results of business of each of the meetings are interdependent, and the persons eligible to vote at each meeting are the same and have the same voting power. Each of the four meetings will be conducted concurrently and the voting on each item of business will also be conducted concurrently.

Therefore from an administrative and attendee point of view the conduct of the DEXUS Property Group Annual General Meeting will be as if it were one single meeting.

Quorum

The quorum necessary for this Annual General 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.

Voting in person

If you wish to vote in person, you should attend the Annual General Meeting on Monday 26 October 2009, registration commencing at 12.00pm with the meeting to start at 12.30pm in Ballroom 4, at the Westin Hotel, No. 1 Martin Place, Sydney NSW 2000.

Corporations who are Security holders may appoint a person to act as its representative and so vote at the Meeting. The appointment must comply with section 253B of the Corporations Act 2001 . The representative should bring to the Meeting evidence of his or her appointment including any authority under which it is signed.

If your units are jointly held, only one of the joint holders is entitled to vote. If both joint holders are present at the Meeting, only the vote of the person named first in the register counts.

Voting by proxy

If you are unable to attend the meeting in person you may appoint a proxy to attend the meeting in your place. 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 appoint a proxy please complete the accompanying Proxy Form and return it to the Security Register, Link Market Services Limited, so that the Proxy Form is received by them by 12.30pm Saturday 24 October 2009.

Instructions for completing your Proxy Form are outlined on the form and you may return your Proxy Form by:

• n Lodging it online at www.linkmarketservices.com.au in accordance with the instructions provided on the website; or

• n Posting it in the reply paid envelope provided; or

• n Posting it to DEXUS Property Group’s security registrar Link Market Services Limited Locked Bag A14 Sydney South NSW 1235; or

• n Hand delivering it to Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000; or

• n Faxing it to (02) 9287 0309 or +61 2 9287 0309 (from outside Australia).

You will need your Holder Identification Number (HIN) or Security Reference Number (SRN) to lodge your proxy form online.

In the case of joint holders the Proxy Form may be signed by any one holder. You must lodge your valid proxy form at least 48 hours prior to the time notified for the meeting.

Voting cut-off date

Subject to the following, all Security holders appearing on the register of Stapled Securities of DEXUS Property Group as at 7.00pm (EST) on Friday, 23 October 2009 will be entitled to attend and vote at the meeting.

Majority required

Each Resolution is an ordinary Resolution and will be passed if more than 50% of the votes cast by Security holders entitled to vote on each Resolution are cast in favour of the Resolution.

Voting exclusions

With regards to Resolution 4, the DEXUS Property Group will disregard any votes cast by any person who participated in the Institutional Placement to which the resolution relates or who holds Securities for the benefit of a person who obtained those Securities by way of the Institutional Placement or by an associate of such a person.

However, DEXUS Property Group need not disregard a vote if:

• a) it is cast by a person as a proxy for another person who is entitled to vote and their appointment specifies the way in which they are to vote on the resolution and they vote that way; or

• b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

In accordance with section 253E of the Corporations Act 2001 , DEXUS Property Group and its associates are not entitled to vote their interest on any resolutions if they have an interest in the resolution other than as a member.

How the chair will vote undirected proxies

The Chair intends to vote undirected proxies in favour of all of the resolutions in the “Business of the Meeting”. DEXUS Property Group encourages all Security holders who submit proxies to direct their proxy how to vote on each resolution.

enquiries

If you have any questions about the Resolutions, attending the AGM, how to vote or Proxy Forms, please contact the DEXUS Infoline on 1800 819 675 Monday to Friday between 8.30am and 5.30pm (EST) or consult your financial or other professional adviser.

GloSSary

In this Explanatory Memorandum, and in the Notice, the following expressions have the following meanings unless stated otherwise or the context otherwise requires:

ASic	means the Australian Securities & Investments
	Commission.
ASX	means Australian Securities Exchange Limited.
ASX listing rules	means the listing rules of ASX as amended or replaced
	from time to time, except to the extent of any express
	written waiver by ASX.
DeXuS Property Group,	means DEXUS Funds Management Limited
DeXuS or the Group	(ACN 060 920 783) as the responsible entity
	of each of the four Trusts that comprise
	DEXUS Property Group.
explanatory Memorandum	means this document.
Meeting	means the meetings of the Security holders of the
	units in each of the four Trusts to be held concurrently
	and in conjunction with each other on the date set out
	in this Notice.
Notice	means the Notice of the Meeting dated
	30 September 2009.
Securities	means stapled securities of DEXUS Property Group
	each consisting of one unit in each of the four Trusts
	that comprise the DEXUS Property Group.
Security holder	means a holder of Securities in
	DEXUS Property Group (ASX: DXS).
trusts	means DEXUS Diversified Trust (ARSN 089 324 541),
	DEXUS Industrial Trust (ARSN 090 879 137),
	DEXUS Office Trust (ARSN 090 768 531) and
	DEXUS Operations Trust (ARSN 110 521 223).

qUEStionS

As a DEXUS Property Group Security holder, we invite you to submit questions relating to DEXUS Property Group or the business of the meeting prior to the 2009 Annual General Meeting.

Your questions can be directed toward the Chair, DEXUS Property Group’s Auditor or the Chief Executive Officer. You will also have the opportunity to raise questions during the meeting. To submit questions please complete the question form below.

Questions must be received by DEXUS Property Group’s Security Registrar, Link Market Services Limited by 5.00pm Thursday, 22 October 2009 by:

• n Posting it in the reply paid envelope provided; or

• n Posting it to DEXUS Property Group’s security registrar Link Market Services Limited Locked Bag A14, Sydney South NSW 1235; or

• n Faxing it to +61 2 9287 0309 or +61 2 9287 0309 (from outside Australia).

We will endeavour to respond to as many questions as possible during the Annual General Meeting. We may address a number of questions together with one response, however there may not be sufficient time during the meeting to address all questions or topics. Please note individual responses will not be sent to Security holders.

Question for the:

chair Auditor chief executive officer

Question for the:

chair Auditor chief executive officer

Question for the:

chair Auditor chief executive officer

www.dexus.com

LODGE YOUR VOTE

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DEXUS FUnDS ManagEMEnt LiMitED aBn 24 060 920 783 aFS Licence no: 238163

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All enquiries to: Telephone: 1800 819 675  (02) 8280 7126

By mail:

DEXUS Property Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

By fax: +61 2 9287 0309

www.linkmarketservices.com.au

ONLINE

X99999999999

X99999999999

SECURITYHOLDER VOTING FORM

I/We being a member(s) of DEXUS Property Group and entitled to attend and vote hereby appoint:

STEP 1 APPOINT A PROXY the Chair OR if you are NOT appointing the Chair of the Meeting of the Meeting as your proxy, please write the name of the person or (mark box) body corporate (excluding the registered securityholder) you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chair of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Group to be held at 12:30pm on Monday, 26 October 2009, at The Westin Hotel, Ballroom 4, 1 Martin Place, Sydney NSW 2000 and at any adjournment or postponement of the meeting.

Proxies will only be valid and accepted by the Group if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS For Against Abstain * For Against Abstain * Resolution 1 Resolution 4 Approval of an Independent Director – Ratification of placement Mr Christopher T Beare Resolution 2 Resolution 5 Approval of an Independent Director – Adoption of Remuneration Report John C Conde AO Resolution 3 Approval of an Independent Director – Peter B St George

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 IMPORTANT – VOTING EXCLUSIONS If the Chair of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 4 above, please place a mark in this box. By marking this box, you acknowledge that the Chair of the Meeting may exercise your proxy even though he/she has an interest in the outcome of that Resolution and that votes cast by him/her for that Resolution, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair of the Meeting will not cast your votes on Resolution 4 and your votes will not be counted in calculating the required majority if a poll is called on this Resolution.

The Chair of the Meeting intends to vote undirected proxies in favour of all resolutions, including resoltion 4.

STEP 4

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

DXS PRX902

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Group’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chair of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the Group. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each resolution of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Group’s security registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Group’s security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 12:30pm on Saturday, 24 October 2009, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:



by mail:

DEXUS Property Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



by fax:

+61 2 9287 0309

 online:

ONLINE

www.linkmarketservices.com.au

lodging it online at Link’s website (www.linkmarketservices.com.au) in accordance with the instructions given there (you will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website);

 by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.