DEXUS — AGM Information 2021

Sep 21, 2021

Dexus (ASX: DXS)

ASX release

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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 +61 2 9017 1390 +61 2 9017 1446 +61 416 122 383 +61 403 260 754 rowena.causley@dexus.com louise.murray@dexus.com

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/AGM We 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 +612 9189 8867 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/AGM or by contacting Link Market Services.

If you wish to submit questions prior to the AGM, please download the Question Form from www.dexus.com/AGM and 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:

• a) The granting of 225,004 performance rights to Darren Steinberg under the Long-Term Incentive Rights Plan; and

• b) 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

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:

3.1 Approval of an Independent Director – Warwick Negus

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

• (a) 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

“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

• (b) 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.”

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).”

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.

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).”

By Order of the Board

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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 at linkmarketservices. com.au in 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 +61 2 9287 0309

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.

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.

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.

4 Dexus 2021 Notice of Annual General Meeting

Explanatory Memorandum

Poll

All Resolutions will be decided on a poll. On a poll, each Security holder has one vote for each whole $1.00 of Security value (Security value is measured by reference to the last sale price for Securities on the ASX on the last day of trading immediately prior to the Meeting being Monday, 18 October 2021).

Voting exclusion statement

In accordance with section 253E of the Corporations Act, the Responsible Entity and its associates are not entitled to vote their interest on any Resolution if they have an interest in the Resolution other than as a member. The Responsible Entity and its associates may still vote as proxies, if their appointments specify the way they are to vote, and they vote that way.

Certain persons are not entitled to vote on Resolutions 1 and 2. Refer to Sections 1 and 2 of the Explanatory Memorandum for further information.

How the Chair will vote undirected proxies

In accordance with the instructions on your Voting Form, if you vote by proxy, the Chair is your proxy and you do not direct the Chair how to vote, you will be taken to have directed the Chair to vote as the Chair sees fit on all Resolutions including Resolutions 1, 2, 3.1, 3.2, 3.3 and 4 notwithstanding that some of these Resolutions are connected with the remuneration of members of Dexus’s Key Management Personnel (KMP), details of whose remuneration are included in the Remuneration Report. The Chair intends to vote undirected proxies in favour of all Resolutions. Dexus asks all Security holders who submit proxies to direct their proxy on how to vote on each Resolution.

Enquiries

If you have any questions about the Resolutions, attending the Meeting, how to vote on the Resolutions or completing the Voting Form, please contact the Dexus Infoline on 1800 819 675 Monday to Friday between 8.30am and 5.30pm (Sydney time) or consult your financial or other professional advisor.

Introduction

This Explanatory Memorandum is intended to provide Security holders with information to assess the merits of the Resolutions contained in the accompanying 2021 Notice of Annual General Meeting. Defined terms have the meanings attributed to them in the glossary. All monetary amounts (unless otherwise stated) are expressed in Australian dollars.

1. Adoption of the Remuneration Report

The purpose of Resolution 1 is to adopt the Remuneration Report for the financial year ended 30 June 2021. The Remuneration Report is in Dexus’s 2021 Annual Report starting on page 78.

Under the Corporations Act, a listed company is required at its annual general meeting to put to its shareholders, a resolution to approve its remuneration report. Consistent with its corporate governance framework, the Board has determined that Dexus will be subject to this obligation even though it is a listed stapled group comprising real estate investment trusts. The vote on Resolution 1 is advisory only and does not bind the Directors or DXFM. However, if at least 25% of the votes cast on Resolution 1 are voted against the adoption of the 2021 Remuneration Report at the Meeting (first negative vote) then:

• If comments are made on the Remuneration Report at the Meeting, Dexus’s 2022 Remuneration Report will include an explanation of the Board’s proposed action in response to those comments or, if no action is proposed, the Board’s reasons for this; and

• If, at the 2022 Annual General Meeting, at least 25% of the votes cast on the resolution for adoption of the 2022 Remuneration Report are voted against the adoption of the 2022 Remuneration Report (second negative vote), Dexus will put to Security holders at the 2022 Annual General Meeting a resolution proposing that an Extraordinary General Meeting (EGM) be called to consider the re-election of Directors of DXFM (Spill Resolution)

• If the Spill Resolution is passed (i.e. more than 50% of the votes cast are in favour of it), Dexus will call an EGM within 90 days of the 2022 Annual General Meeting and all of the DXFM Directors (other than the Chief Executive Officer (CEO)) will cease to hold office following that EGM, unless they are re-elected at the EGM

During the Meeting, there will be an opportunity for Security holders to comment upon and ask questions about the Remuneration Report.

Voting Exclusions

Consistent with Dexus’s corporate governance framework and Section 250R of the Corporations Act, a vote must not be cast (in any capacity) on Resolution 1 by or on behalf of a member of Dexus’s KMP and their closely related parties.

However, a vote may be cast on Resolution 1 by a KMP or its closely related parties as a proxy if the vote is not cast on behalf of a KMP or a closely related party of a KMP, and either:

• The voter is appointed as a proxy in writing, and that appointment specifies how the proxy is to vote on Resolution 1, or

• The voter is the Chair of the Meeting, and the proxy appointment does not specify the way the proxy is to vote, and expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP

Resolution 1 will be decided by poll. Resolution 1 must be decided by at least 50% of votes cast at the Meeting by Security holders entitled to vote on the Resolution.

Recommendation

The Board unanimously recommends that Security holders vote in favour of Resolution 1 to adopt the Remuneration Report.

Dexus 2021 Notice of Annual General Meeting 5

Explanatory Memorandum continued

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

Under his employment agreement, Darren Steinberg’s remuneration package for the current financial year (FY22) consists of:

• Fixed remuneration $1,600,000; and

• At risk remuneration comprising of:

• Short-term incentive (STI), 25% of which is deferred remuneration and delivered in security rights which vest after one and two years. Darren Steinberg’s maximum opportunity is 125% of his fixed remuneration which is $2,000,000; and

• Long-term incentive (LTI), all of which is deferred remuneration and delivered in performance rights which vest in two tranches at the end of year three and year four subject to achieving performance hurdles. Darren Steinberg’s LTI opportunity for the performance rights granted this current financial year was 150% of his fixed remuneration, which is $2,400,000

A performance right is the right, for no payment, to receive Securities on the vesting of that performance right.

It is proposed that Darren Steinberg (Chief Executive Officer and Executive Director) be awarded performance rights under the Group’s LTI Rights Plan (Plan) in respect of his FY22 LTI. This proposal is consistent with the Group’s remuneration framework and Darren Steinberg’s remuneration structure since his appointment as CEO, as previously disclosed to Security holders.

Dexus has chosen to grant performance rights under the Plan to assist in the motivation, retention and reward of eligible employees, and to align their interests with the interests of Security holders. Performance rights only convert to Securities should performance conditions set by the Board be achieved.

The number of performance rights that have previously been issued to Darren Steinberg under the LTI is 1,660,964 with 548,342 rights yet to vest within their respective plans. These performance rights were acquired at no cost to Darren Steinberg. These performance rights were acquired over 9 years and at no cost to Darren Steinberg.

Details of any securities that have been issued to Darren Steinberg under the Plan are published in the Dexus Annual Report relating to the period in which they were issued.

Why is Security holder approval being sought?

Dexus is not required to seek Security holder approval for the grant of performance rights to Darren Steinberg as Dexus acquires Securities on-market to satisfy these rights. However, for the purposes of transparency and good governance the Board has determined to seek Security holder approval for the grant of performance rights to be satisfied by the transfer of Securities to Darren Steinberg.

If approved by Security holders, Darren Steinberg will receive the FY22 LTI grant described in this Explanatory Memorandum. If not approved by Security holders, Darren Steinberg will not receive the grant, but he will remain entitled to all other remuneration to which he is entitled to under his employment contract and any other discretionary incentives the Board determines to award him from time to time.

What is the new LTI structure?

The at risk LTI is delivered as performance rights which vest in two tranches at the end of year three and year four if performance hurdles are achieved.

In response to investor and proxy advisor feedback regarding duplication of Adjusted Funds From Operations (AFFO) as a performance measure in the Plan and STI plan, and the Board’s focus on delivering positive absolute returns to Security holders, the Board has decided to change the performance measures for the Plan, effective from FY22. The FY22 Plan will be subject to three, rather than two LTI performance measures.

The performance hurdles for the FY22 grant are Absolute Total Security holder Return (ATSR hurdle) (40%), average Return on Contributed Equity (ROCE hurdle) (40%), and strategic measures (20%). Each of these performance hurdles are described in more detail in the following paragraphs.

These measures provide focus on the fundamentals of Dexus’s business and on the performance of the Executive team and the successful execution of strategic objectives which the Board sets.

What is the ATSR hurdle?

The ATSR hurdle is a new performance hurdle, and represents the total return for Security holders. Performance is measured using a Compound Annual Growth Rate (CAGR) over the respective three and four year Plan periods, with distributions considered to be reinvested over the life of the Plan.

The ATSR calculation used for the Plan period will be: (Closing Price x Distribution Reinvestment Factor / Starting Price) - 1.

What is the ROCE hurdle?

The ROCE hurdle refers to the average return on contributed equity. This is calculated as a percentage, comprising AFFO together with the net tangible asset impact from completed developments, divided by the weighted average contributed equity during the period. The ROCE calculation excludes the impact of stabilised asset revaluations and includes the revaluations of major completed developments.

ROCE is measured as the per annum average at the respective conclusion of the three and four-year vesting periods.

What are the strategic measures?

The strategic measures are a new performance hurdle and refer to a range of non-financial outcomes which focus Plan participants on the execution of Dexus’s strategy with the goal of enhancing sustained long-term growth and value creation for Security holders. These measures for FY22 include:

• The diversification of capital partners and investors, and overall growth in funds management

• Strategic acquisitions and divestments of assets across the Dexus investment portfolio

• Progressing the Group development pipeline

The strategic measures for FY22 and how they will be assessed are outlined in more detail on page 99 of the Annual Report.

6 Dexus 2021 Notice of Annual General Meeting

What is the hurdle range?

The Board sets the hurdle range for all LTI performance measures over three and four year periods to align with the Group’s key operational metrics of:

• A ‘through the cycle’ ATSR target range of 6% to 12% (measured on a compound annual growth rate (CAGR) basis)

• An average ROCE within the ‘through the cycle’ target range of 7% to 10% annualised

The strategic measures will be disclosed at the beginning of the performance period in the Annual Report. The annual assessment by the Board of the Group’s progress against each strategic measure will also be disclosed in the Annual Report.

Can the hurdles be adjusted?

The Board reserves the right to adjust performance hurdles under the Plan to reflect the impact of any capital transaction occurring during the performance period (for example: a significant equity issue or the sale or joint venture of a material part of the portfolio).

How are the number of performance rights calculated?

The LTI grant value is based on 150% of the fixed remuneration of the CEO as at 1 July and the number of performance rights granted is calculated on a ‘face value’ basis.

The FY22 LTI grant value is $2,400,000 which is divided by the value attributed to the right, being the volume weighted average price of Securities over ten trading days either side of the first trading day of the new financial year ($10.67).

The proposed number of rights to be granted to Darren Steinberg is 225,004. The minimum value of the grant is nil if the performance conditions are not met. The actual value cannot be determined until the end of the vesting periods and will depend on the extent of vesting and the actual Security price at those times.

When will the performance rights be granted?

The proposed grant of performance rights to Darren Steinberg will be made as soon as practicable after Security holder approval is obtained. The grant will have an effective date of 1 July 2021.

What happens if Darren Steinberg leaves Dexus?

Forfeiture of the performance rights will occur should Darren Steinberg’s employment terminate within 12 months of the issue of performance rights for any reason, or if he voluntarily resigns or is terminated for cause prior to the vesting date.

Notwithstanding the above, if Darren Steinberg’s employment is terminated for reasons such as retirement, redundancy, reorganisation, change in control or other unforeseen circumstances, the Board People & Remuneration Committee will recommend whether he should remain in the Plan as a “good leaver”, for decision by the Board.

What happens if there is a change of control?

Under the Plan, performance rights do not vest automatically as a consequence of a control transaction or a corporate restructuring. In relation to control transactions, the Board retains the discretion to accelerate the vesting date for performance rights issued under the Plan in such circumstances.

Do forfeiture or cancellation provisions apply to the LTI?

Yes. Performance rights may be reduced or cancelled at the Board’s discretion including in circumstances such as a participant committing an act of fraud, wilful misconduct, reputational damage to Dexus, serious or wilful negligence or incompetence, being convicted of a criminal offence or if there has been a material misstatement of the Group’s financial accounts as a consequence of a deliberate misrepresentation or fraud.

What is the hedging policy?

Participants in the Plan are prohibited from entering into hedging arrangements in respect of unvested performance rights.

Voting Exclusions

Dexus will disregard any votes cast in favour of Resolution 2 by or on behalf of the Chief Executive Officer or any of his associates. However, this does not apply to a vote cast in favour of Resolution 2 by:

• A person as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• The Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

• A Security holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way

In addition, consistent with Dexus’s corporate governance framework, a vote must not be cast on Resolution 2 by a member of Dexus’s KMP or their closely related parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on Resolution 2.

This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on Resolution 2, because the Voting Form expressly authorises the Chair of the Meeting to exercise undirected proxies.

Resolution 2 will be decided by poll. Resolution 2 must be decided by at least 50% of the votes cast at the Meeting by Security holders entitled to vote on the Resolution.

Recommendation

The Board, excluding Darren Steinberg, recommends that Security holders vote in favour of Resolution 2 to award Darren Steinberg performance rights under the Plan in respect of his FY22 LTI. Given his personal interest in the outcome of Resolution 2, Darren Steinberg has refrained from providing a recommendation in connection with this Resolution.

Dexus 2021 Notice of Annual General Meeting 7

Explanatory Memorandum continued

3. Approval of Independent Directors

At 30 June 2021, the Board of DXFM comprised eight members[1] . All Directors are independent except for Dexus’s CEO, Darren Steinberg.

In accordance with the corporate governance framework adopted by Dexus, the Directors have determined that the continuing appointment of each Director other than the CEO will be approved (by ratification) by Security holders at the annual general meeting immediately succeeding their initial appointment, and thereafter at least every three years, with at least one Director seeking approval of their appointment at each annual general meeting. If an individual Director’s appointment or continued appointment as a Director fails to be approved 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 DXFM.

3.1. Approval of an Independent 3.2. Approval of an Director – Warwick Negus Independent Director – Penny Bingham-Hall

Appointed to the Board on 1 February 2021, Warwick Negus is an Independent Director of Dexus Funds Management Limited and a member of the Board Nomination Committee, Board Audit Committee and Board Risk Committee.

Appointed to the Board on 10 June 2014, Penny Bingham-Hall is an Independent Director of Dexus Funds Management Limited, Chair of the Board People & Remuneration Committee and a member of the Board Nomination Committee and Board ESG Committee.

Warwick is Chair of Pengana Capital Group and a Non-Executive Director of Washington H. Soul Pattinson, the Bank of Queensland, Virgin Australia Holdings Limited, Terrace Tower Group, New South Wales Rugby Union Limited and Tantallon Capital Advisors. He is also Deputy Chancellor and a member of the Council of UNSW.

Penny is a Non-Executive Director of Fortescue Metals Group Ltd, BlueScope Steel Limited, Supply Nation, the Crescent Foundation and Vocus Group Limited. Penny is also Chair of Taronga Conservation Society Australia and the NSW Freight and Logistics Advisory Council.

Warwick has more than 30 years of funds management, finance and property industry experience in Australia, Europe and Asia. His most recent executive roles included Chief Executive Officer of Colonial First State Global Asset Management, Chief Executive Officer of 452 Capital, and Goldman Sachs Managing Director in Australia, London, and Singapore. Warwick was formerly Chair of UNSW Global and a NonExecutive Director of FINSIA.

Penny has broad industry experience having spent more than 20 years in a variety of senior management roles with Leighton Holdings Limited including Executive General Manager Strategy, responsible for the Group’s overall business strategy and Executive General Manager Corporate, responsible for business planning, corporate affairs including investor relations and governance systems. She is a former director of the Port Authority of NSW, Australian Postal Corporation, SCEGGS Darlinghurst Limited, Macquarie Specialised Asset Management Limited and the Global Foundation. Penny also served as the inaugural Chair of Advocacy Services Australia Limited (a not-for-profit organisation promoting the interests of the Australian tourism, transport, infrastructure and related industries).

1. On 30 June 2021, Peter St George retired from the Board of DXFM and is not included in the eight members described here.

8 Dexus 2021 Notice of Annual General Meeting

3.3. Approval of an Independent Director – Tonianne Dwyer

Appointed to the Board on 24 August 2011, Tonianne Dwyer is an Independent Director of Dexus Funds Management Limited and Dexus Wholesale Property Limited, Chair of the Board Risk Committee and a member of the Board Audit Committee and Board Nomination Committee.

Tonianne is a Director of OZ Minerals Limited, ALS Limited and Incitec Pivot Limited. She is also Deputy Chancellor and a member of the Senate of the University of Queensland, and she is on the Board of the Sir John Monash Foundation.

Tonianne brings to the Board significant experience as a company director and executive working in listed property, funds management and corporate strategy across a variety of international markets. She was a Director from 2006 until 2010 of Quintain Estates and Development – a listed United Kingdom property company comprising funds management, investment and urban regeneration – and was Head of Funds Management from 2003. Prior to joining Quintain, Tonianne was a Director of Investment Banking at Hambros Bank, SG Cowen and Societe Generale based in London. She also held directorships on Queensland Treasury Corporation, Metcash Limited and Cardno Limited, the Bristol & Bath Science Park Stakeholder Board, and on a number of boards associated with Quintain’s funds management business including the Quercus, Quantum and iQ Property Partnerships.

Recommendation

The Board (other than the Directors abstaining) recommends that Security holders vote in favour of Resolutions 3.1, 3.2 and 3.3 to approve the initial and continued appointments (by ratification) of Warwick Negus, Penny Bingham-Hall and Tonianne Dwyer as Independent Directors of DXFM.

Each Director whose continued appointment is being voted upon has abstained from making a recommendation on their continued appointment.

4. Constitutional Amendments

The purpose of Resolution 4 is to approve amendments to the Constitutions of each of the two Trusts that comprise Dexus. The proposed amendments are to:

• Enable the Responsible Entity to provide greater certainty to Security holders (when needed) in respect of the amount and calculation of distributions, by having the option to align the timing of distribution payments from the Trusts to dividend payments of companies (“Distribution Payment Amendments”); and

• Provide the Responsible Entity and Security holders more flexibility in attending meetings by introducing the option to hold hybrid or fully virtual meetings for the Trusts going forward, in light of the uncertainty caused by disruptions to the market such as the ongoing government restrictions (“Virtual Meeting Amendments”)

Tonianne is standing for re-election until the 2022 Annual General Meeting, to enable the continuation of the Board’s succession and renewal strategy.

Resolutions 3.1, 3.2 and 3.3 will be decided by poll. The Resolutions must be decided by at least 50% of the votes cast at the Meeting by Security holders entitled to vote on each Resolution.

Dexus 2021 Notice of Annual General Meeting 9

Explanatory Memorandum continued

4.1. Distribution Payment Amendments

4.1.1. Background

Dexus has traditionally announced an estimate of its distributions prior to the end of each financial year and half-year, with an announcement of its actual distribution following the finalisation of its full and half year accounts in August and February respectively. The record dates for its distributions have traditionally been 31 December for the half year and 30 June for the full year.

This reflects the provisions of the Constitutions of each of the Trusts (based on tax laws at the time the original trusts that comprised Dexus were established), which require that all Security holders on the register at the end of a distribution period are made presently entitled to the income of the trust at that time.

The timing for the record date and announcement of distributions for Dexus is different to the timing for most corporate entities listed on the ASX, which announce a dividend after finalisation of full and half year accounts and pay that dividend to members on a record date set after the announcement.

Recent changes to tax laws allow trusts like Dexus to align the timing of the record date for distributions to the timing of dividend payments for corporate entities. However, Dexus has not been able to take advantage of these changes because of the provisions of the Constitutions as described above.

The Responsible Entity now wishes to give itself the flexibility to make distributions on the same basis as most corporate entities, noting that some of its listed trust peers have already taken this step. Dexus has generally been able to successfully estimate its distribution prior to the end of each financial year, so that its estimated and actual distributions have been identical. However, recent uncertainty has made estimating its distribution before finalising accounts more challenging.

4.1.2. Impact for Security holders

The Responsible Entity considers that it is in the best interests of Security holders to make the Distribution Payment Amendments. If the Distribution Payment Amendments are made and the Responsible Entity then decides to change the timing for the record date, to align with corporate entities, the Responsible Entity would not expect there to be a material change to Security holders’ entitlements to distributions.

In that case the record date for distributions would be expected to be at or around the same time as the accounts are finalised (generally February and August each year), only the actual distribution would be announced, and no estimate would be announced prior to this time.

A potential benefit for Security holders in delaying the record date is that the actual distribution would be known and announced, rather than announcing an estimated distribution. In times of uncertainty, this reduces the potential for the market to trade on an inaccurate estimate of the distribution.

If the record date is changed, it is the Security holders on that changed record date that will be entitled to the distributions from the Trust and liable for tax in respect of the distributions.

These Security holders will be liable for tax in respect of the distributions and will be assessed on the amounts comprised in the distribution in the year when they were derived, which will not necessarily be when the distribution is made. This is irrespective of when Security holders acquired their securities in Dexus. For example, a Security holder that acquires Dexus securities after 30 June but before the Record Date would be required to include an amount in their assessable income for the year ended on that 30 June even though they did not own Dexus securities during that year.

The Responsible Entity does not currently intend to change the record date if the Distribution Payment Amendments are passed. Instead, the amendments are to give the Responsible Entity flexibility to implement a change if it considers doing so would be in the best interests of Security holders in the future.

4.2. Virtual Meeting Amendments

Given the recent situation in relation to the current government restrictions and the need for flexibility regarding the holding of meetings, the Virtual Meeting Amendments are proposed to ensure that:

• The Responsible Entity is able to quickly respond to situations (such as COVID-19) and move the place of meetings, change the time of meetings and notify members electronically of those changes

• The Responsible Entity is able to hold meetings fully electronically if required and/or permitted under the Corporations Act

• A quorum is able to be formed for a meeting including those Security holders present by use of virtual meeting technology

• The Chair can make appropriate decisions prior to or during a meeting if a change is required to a venue for the meeting or if a disruption occurs

• The Responsible Entity may send the Notice of Annual General Meeting to all Security holders for whom the Responsible Entity has an email address (except any Security holders who have elected to receive notices in hard copy)

The above will clarify the Responsible Entity and the Chair’s powers in the face of extraordinary circumstances that may disrupt or complicate meetings in the future. Security holders should note that the Responsible Entity has no current intention to hold virtual-only meetings in the future unless it is required to do so by law, or it deems it necessary having regard to the health and safety of its Security holders and employees.

Resolution 4 will be decided by poll. The Resolution must be decided by at least 75% of the votes cast at the Meeting by Security holders entitled to vote on the Resolution.

Recommendation

The Board unanimously recommends that Security holders vote in favour of Resolution 4 and approve the proposed amendments to the Constitutions.

10 Dexus 2021 Notice of Annual General Meeting

Annexure A

Constitutional amendments

The following table summarises the amendments proposed to be made to the Constitutions for the Distribution Payment Amendments and the Virtual Meeting Amendments in Resolution 4.

As the two Constitutions are identical in all material respects, the proposed amendments to each of the Constitutions are the same. Words not otherwise defined in this Notice of Annual General Meeting have the meanings attributed to them in the Constitutions.

	Existing Constitutions	Proposed amendments
Distribution Entitlements	Distribution Payment Amendments The Constitutions provide that the Distributable Amount for a period is determined as at close of business on the Distribution Calculation Date for that Distribution Period. It also provides that the relevant Distribution Amount is to be distributed to persons who are Security holders on the Distribution Calculation Date for that Distribution Period. The Distributable Amount will be determined as at the Record Date for the relevant Distribution Period. This will be the date determined by the Responsible Entity. Payments of Distribution Entitlements will be paid to persons who are Security holders on the close of business on the Record Date for that Distribution Period.
Distribution Entitlements (AMIT regime)	In circumstances where the AMIT regime is applicable, clause 9A of each Constitution provides that in the absence of any applicable allocation principles, the amount allocated to a Security holder is an amount determined by reference to all of the Determined Trust Components that are refected in (amongst other amounts) the Distributable Amount to which the relevant Security holder has become entitled at or before the end of the fnancial year.	In the absence of any applicable allocation principles applying, the amount allocated to a Security holder is an amount determined by reference to all of the Determined Trust Components that are refected in (amongst other amounts) the Distributable Amount to which the relevant Security holder has become entitled to in respect of the fnancial year.
	Virtual Meeting Amendments
Meeting	A meeting of managed investment scheme	A meeting may be held in any manner permitted
technology	members must have a physical meeting place	by the Corporations Act. Hybrid and virtual-only
	unless specifcally provided for in the constitution of	meetings are currently permitted pursuant to the
	that scheme. Hybrid meetings using virtual meeting	temporary amendments to the Corporations Act in
	technology may be permitted, but there must be a	place pursuant to the Treasury Laws Amendment
	physical location.	(2021 Measures No. 1) Act 2021 (Cth) (“Temporary
		Amendments”).
		It is anticipated that the Government will introduce
		more permanent reforms to the meeting procedure
		for listed entities similar to those contained in the
		Temporary Amendments. However, as noted above
		the Responsible Entity has no current intention to hold
		virtual-only meetings in the future unless it is required
		to so by law, or it deems it necessary having regard to
		the health and safety of its Security holders.
Quorum	A quorum may only be composed of Security holders	A quorum may be composed of Security holders
	or their proxy attending a meeting in person.	meeting in person, or not physically present in person
		but who attend the meeting using any technology, or
		who lodge a direct vote prior to the meeting.
Communication	A notice of meeting may only give a notice to a	The Virtual Meeting Amendments allow the
of documents	Security holder by email if that Security holder has	Responsible Entity to give notices by electronic
	agreed to the use of that email for that purpose.	message to an electronic address to all persons
	Otherwise, the Security holder must receive the notice	authorised by the Corporations Act.
	in hard copy.	This allows the Responsible Entity to take advantage
		of the changes contemplated in the Temporary
		Amendments. The Temporary Amendments permit
		the dispatch of notices to a Security holder by email
		provided that the Security holder has not elected to
		receive the notices by hard copy.

Dexus 2021 Notice of Annual General Meeting 11

Glossary

ASX	means ASX Limited or the market operated byASX Limited,as applicable
ATSR	means the Absolute Total Security holder Return, and the ATSR hurdle is described further in
	Section 2
Board	means the Board of Directors of DXFM beingthe responsible entityof the Trusts
Constitution	means as the context requires, the constitution of DPT or DXO as amended from time to
	time,and Constitutions means both of them
Corporations Act	means the Corporations Act 2001(Cth)
Dexus or the Trusts or the Group	means DPT and DXO together comprisingDexus(ASX: DXS)and their controlled entities
Distribution Payment	means the amendments proposed in Resolution 4 relating to the amount and calculation
Amendments	of distributions,as outlined in section 4.1 of the Notice of Annual General Meeting
DPT	means Dexus PropertyTrust(ARSN 648 526 470)
DXFM or Responsible Entity	means Dexus Funds Management Limited (ABN 24 060 920 783) as the responsible entity of
	each of the two Trusts that comprise Dexus
DXO	means Dexus Operations Trust(ARSN 110 521 223)
KMP	means Key Management Personnel as described in Section 1 of the Remuneration Report
	available in the 2021 Dexus Annual Report
LTI	means Long-term incentives,as described in Section 2
Meeting	means the meetings of the Security holders of the units in each of the two Trusts to be held
	concurrently and in conjunction with each other on the date set out in the Notice of Annual
	General Meeting
Notice of Annual General Meeting	means this Notice of Annual General Meetingdated 22 September 2021
Plan	means the Group’s LTI Rights Plan
Resolution	means a resolution contained in the Notice of Annual General Meeting
ROCE	average Return On Contributed Equity,and the ROCE hurdle is described further in Section 2
Security or Securities	means a stapled Securityof Dexus each consistingof one unit in each of DPT and DXO
Security holders	means the holders of Securities
STI	means Short-term incentives,as described in Section 2
Temporary Amendments	means the temporary amendments to the Corporations Act enacted by the Treasury Laws
	Amendment(2021 Measures No. 1)Act 2021(Cth)
Virtual Meeting Amendments	means the amendments proposed in Resolution 4 relating to hybrid or fully virtual meetings

means the amendments proposed in Resolution 4 relating to hybrid or fully virtual meetings for the Trusts, as outlined in section 4.2 of the Notice of Annual General Meeting

Directory

Dexus Property Trust ARSN 648 526 470 Dexus Operations Trust ARSN 110 521 223

Responsible Entity

Dexus Funds Management Limited ABN 24 060 920 783 AFSL 238163

Registered office of the Responsible Entity

Level 25, Australia Square 264 George Street Sydney NSW 2000

PO Box R1822 Royal Exchange Sydney NSW 1225

Phone: +61 2 9017 1100 Fax: +61 2 9017 1101 Email: ir@dexus.com Website: www.dexus.com

Directors of the Responsible Entity

W Richard Sheppard, Chair Patrick Allaway Penny Bingham-Hall Tonianne Dwyer Mark H Ford Warwick Negus The Hon. Nicola L Roxon Darren J Steinberg, CEO

Secretaries of the Responsible Entity

Brett Cameron Scott Mahony

Auditors

PricewaterhouseCoopers Chartered Accountants One International Towers Sydney Watermans Quay Barangaroo NSW 2000

Investor Enquiries

Infoline: +61 1800 819 675 Email: dexus@linkmarketservices.com.au

Security Registry

Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000

Locked Bag A14 Sydney South NSW 1235 Infoline: +61 1800 819 675 Fax: +61 2 9287 0309

Email: dexus@linkmarketservices.com.au Website: linkmarketservices.com.au Monday to Friday between 8.30am and 5.30pm AEST.

Australian Securities Exchange

ASX Code: DXS

Social media

Dexus engages with its followers via LinkedIn and Facebook

12 Dexus 2021 Notice of Annual General Meeting

Dexus Funds Management Limited ABN: 24 060 920 783 AFSL: 238163

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Level 25, Australia Square 264-278 George Street Sydney NSW 2000

P: +61 1800 819 675 E:dexus@linkmarketservices.com.au

dexus.com

Dear Security holder

On behalf of the Board, I advise that Dexus’s 2021 Annual General Meeting (AGM) will be held on Tuesday, 19 October 2021 commencing at 2.00pm (AEDST).

In light of the current government restrictions, the health and safety of our Security holders, employees, and the broader community, is paramount.

As a result, this year we will be holding a virtual AGM using the Link Market Services online AGM platform via the link available at www.dexus.com/AGM

In addition, we will have a conference call telephone line available for Security holders to ask questions at the AGM. Contact Link Market Services Limited (Link) on 1800 990 363 or +612 9189 8867 by 2.00pm (AEDST) on 15 October 2021 to obtain your PIN to ask questions using the conference call telephone line.

The Notice of Annual General Meeting and Virtual Meeting Online Guide are available to download at www.dexus.com/AGM

We enclose for your convenience:

• A personalised Voting Form

• A Question Form

• A reply-paid envelope

The Virtual Meeting Online Guide provides information on browser compatibility with the online AGM platform, as well as step-by-step instructions to log in, navigate the site, vote and ask questions. We note that you may ask questions using the enclosed Question Form, or via the conference call telephone line as described above. We also note that the Voting Form permits the appointment of a proxy should this be required.

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

To do this you will need to:

• Use a desktop, laptop or mobile / tablet device with internet access

• Download and read the Notice of Annual General Meeting and Virtual Meeting Online Guide

• If you wish to ask a question, contact Link by 2.00pm (AEDST) on 15 October 2021 obtain your PIN to ask questions using the conference call telephone line. Alternatively, please complete your Question Form and ensure that it is returned to Link by 5.00pm (AEDST) Tuesday 12 October 2021

• If you wish to vote on the resolutions to be put to Security holders at the AGM, please ensure that your Voting Form is received by Link by 2.00pm (AEDST) Sunday, 17 October 2021. Alternatively, you may vote at the AGM using the online platform. To vote at the AGM you will need to provide your SRN/HIN and postcode to be verified as a Security holder

• Log onto the AGM platform at least 15 minutes prior to the AGM commencing. You will need to provide your full name, email address and company (if applicable)

• Proxyholders will need to provide their Proxy number issued by Link 24 hours prior to the AGM

Our Board and Management team always enjoy the opportunity to meet with our Security holders in person. Unfortunately, this will not be possible this year and we look forward to being able to connect with you next year in the usual way.

Thank you for your continued support of Dexus. We look forward to your virtual attendance and the opportunity to engage with you at our AGM.

Yours sincerely

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Richard Sheppard Chairman Dexus Funds Management Limited 22 September 2021

Dexus Funds Management Limited ABN: 24 060 920 783

AFSL: 238163

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Level 25, Australia Square 264-278 George Street Sydney NSW 2000

P: +61 1800 819 675 E:dexus@linkmarketservices.com.au

dexus.com

Dear Security holder

On behalf of the Board, I advise that Dexus’s 2021 Annual General Meeting (AGM) will be held on Tuesday, 19 October 2021 commencing at 2.00pm (AEDST).

In light of the current government restrictions, the health and safety of our Security holders, employees, and the broader community, is paramount.

As a result, this year we will be holding a virtual AGM using the Link Market Services online AGM platform via the link available at www.dexus.com/AGM

In addition, we will have a conference call telephone line available for Security holders to ask questions at the AGM. Contact Link Market Services Limited (Link) on 1800 990 363 or +612 9189 8867 by 2.00pm (AEDST) on 15 October 2021 to obtain your PIN to ask questions using the conference call telephone line.

We enclose for your convenience:

• Notice of Annual General Meeting

• A personalised Voting Form

• A Question Form

• A reply-paid envelope and

• Dexus’s 2021 Annual Report

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

To do this you will need to:

• Use a desktop, laptop or mobile / tablet device with internet access

• Download and read the Virtual Meeting Online Guide available at www.dexus.com/AGM. The Virtual Meeting Online Guide provides information on browser compatibility with the online AGM platform, as well as step-by-step instructions to log in, navigate the site, vote and ask questions

• If you wish to ask a question, contact Link by 2.00pm (AEDST) on 15 October 2021 obtain your PIN to ask questions using the conference call telephone line. Alternatively, please complete your Question Form and ensure that it is returned to Link by 5.00pm (AEDST) Tuesday 12 October 2021

• If you wish to vote on the resolutions to be put to Security holders at the AGM, please ensure that your Voting Form is received by Link by 2.00pm (AEDST) Sunday, 17 October 2021. Alternatively, you may vote at the AGM using the online platform. To vote at the AGM you will need to provide your SRN/HIN and postcode to be verified as a Security holder

• Log onto the AGM platform at least 15 minutes prior to the AGM commencing. You will need to provide your full name, email address and company (if applicable)

• Proxyholders will need to provide their Proxy number issued by Link 24 hours prior to the AGM

Our Board and Management team always enjoy the opportunity to meet with our Security holders in person. Unfortunately, this will not be possible this year and we look forward to being able to connect with you next year in the usual way.

Thank you for your continued support of Dexus. We look forward to your virtual attendance and the opportunity to engage with you at our AGM.

Yours sincerely

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Richard Sheppard Chairman Dexus Funds Management Limited 22 September 2021

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LODGE YOUR VOTE
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ABN 24 060 920 783

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ONLINE

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www.linkmarketservices.com.au
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BY MAIL  Dexus C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

• BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: +61 1800 819 675 (free call within Australia) X99999999999 X99999999999 VOTING FORM I/We being a member(s) of Dexus and entitled to attend and vote hereby appoint: A VOTE DIRECTLY OR B APPOINT A PROXY elect to lodge my/our the Chairman OR Chairman of the Meeting as your proxy, if you are NOT appointing the Name vote(s) directly (mark box) of the Meeting please write the name and email of the (mark box) person or body corporate you are Email appointing as your proxy in relation to the Annual General  Meeting of Dexus to be held at or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions 2:00pm on Tuesday, have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of Dexus 19 October 2021, and at any to be held at 2:00pm on Tuesday, 19 October 2021 (the Meeting ) and at any postponement or adjournment of the adjournment or postponement of Meeting. the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in: Online at https://agmlive.link/ You should mark either “for” or DXS21 (refer to details in the Virtual Meeting Online Guide). You can view and download the Notice of Annual General Meeting on Dexus’s website at www.dexus.com/AGM “against” for each item in Step 2. Do not mark the “abstain” box. If you wish to direct your proxy’s vote at the Meeting, please complete Step 2. Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Dexus’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS FOR DIRECT VOTES OR PROXY VOTES This Voting Form will only be valid and accepted by Dexus if it is signed and received no later than 2:00pm Sunday, 17 October 2021. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Adoption of the Remuneration Report 3.2 Approval of an Independent Director – Penny Bingham-Hall 2 FY22 grant of long-term incentive 3.3 Approval of an Independent Director performance rights to the Chief – Tonianne Dwyer Executive Officer 3.1 Approval of an Independent Director 4 Amendments to the Constitutions – Warwick Negus  * The Abstain option is for use only by Security holders who have appointed a proxy under Box B in Step 1. If you mark the Abstain box for a particular Item, you aredirecting 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. The Abstain option is for use only by Security holders who have appointed a proxy under Box B in Step 1. If you mark the Abstain box for a particular Item, you aredirecting 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.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.

SIGNATURE OF SECURITY HOLDERS – THIS MUST BE COMPLETED

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

This form should be signed by the Security holder. If a joint holding, either Security holder may sign. If signed by the Security holder’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).

• The Abstain option is for use only by Security holders who have appointed a proxy under Box B in Step 1. If you mark the Abstain box for a particular Item, you aredirecting 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. The Abstain option is for use only by Security holders who have appointed a proxy under Box B in Step 1. If you mark the Abstain box for a particular Item, you aredirecting 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.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.

DXS PRX2101N

HOW TO COMPLETE THIS SECURITYHOLDER VOTING FORM

YOUR NAME AND ADDRESS

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

VOTING UNDER BOX A

LODGEMENT OF A VOTING FORM

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm on Sunday, 17 October 2021, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.

If you ticked the box under Box A you are indicating that you wish to vote directly. Voting Forms may be lodged using the reply paid envelope or: Please only mark either “for” or “against” for each item. Do not mark the “abstain” box. If you mark the “abstain” box for an item, your vote for that item ONLINE will be invalid.  www.linkmarketservices.com.au If no direction is given on all of the items, or if you complete both Box A and Box B, Login to the Link website using the holding details as shown on the your vote may be passed to the Chairman of the Meeting as your proxy. Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, Security holders will need their Custodians and nominees may, with the Security Registrar’s consent, identify on the Voting Form the total number of votes in each of the categories “for” and “Holder Identifier” - Security holder Reference Number (SRN) or Holder “against” and their votes will be valid. Identification Number (HIN). If you have lodged a direct vote, and then you attend the Meeting, your attendance BY MOBILE DEVICE QR Code will cancel your direct vote. Our voting website is designed The Chairman’s decision as to whether a direct vote is valid is conclusive. specifically for voting online. You can now lodge your vote by scanning the QR VOTING UNDER BOX B – APPOINTMENT OF PROXY code adjacent or enter the voting link If you wish to appoint the Chairman of the Meeting as your proxy, mark the box www.linkmarketservices.com.au into in Step 1. If you wish to appoint someone other than the Chairman of the Meeting your mobile device. Log in using the as your proxy, please write the name and email address of that individual or body Holder Identifier and postcode for your corporate in Step 1. A proxy need not be a Security holder of Dexus. Security holding. To scan the code you will need a QR code reader application which DEFAULT TO CHAIRMAN OF THE MEETING can be downloaded for free on your mobile device. Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any BY MAIL undirected proxies that default to the Chairman of the Meeting will be voted  Dexus according to the instructions set out in this Voting Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP. C/- Link Market Services Limited Locked Bag A14 VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Sydney South NSW 1235 You may direct your proxy how to vote by placing a mark in one of the boxes Australia opposite each item 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 BY FAX 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 +61 2 9287 0309 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. BY HAND  delivering it to APPOINTMENT OF A SECOND PROXY Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Meeting and Level 12 vote on a poll. If you wish to appoint a second proxy, an additional Voting Form 680 George Street may be obtained by telephoning Dexus’s security registry or you may copy this form and return them both together. Sydney NSW 2000 To appoint a second proxy you must: (a) on each of the first Voting Form and the second Voting Form, state the During business hours Monday to Friday (9:00am - 5:00pm) and percentage of your voting rights or number of securities applicable to that subject to public health orders and restrictions. 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; and (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 Security holder 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 virtually, the appropriate “Certificate of Appointment of Corporate Representative” must be received prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from Dexus’s security registry or online at www.linkmarketservices.com.au.

LODGE YOUR QUESTIONS

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ABN 24 060 920 783
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ONLINE 

www.linkmarketservices.com.au

ABN 24 060 920 783 BY MAIL  Dexus C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: +61 1800 819 675 (free call within Australia) X99999999999 X99999999999 Please use this form to submit any questions about Dexus that you would like us to respond to at Dexus’s 2021 Annual General Meeting (AGM). Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Annual General Meeting. If your question is for Dexus’s auditor it should be relevant to the content of the auditor’s report, or the conduct of the audit of the financial report. This form must be received by the Dexus’s security registrar, Link Market Services Limited, by 5.00pm on Tuesday, 12 October 2021. Questions will be collated. During the course of the AGM, the Chairman of the Meeting will endeavour to address as many of the more frequently raised Security holder topics as possible and, where appropriate, will give a representative of Dexus’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to Security holders. My question relates to (please mark the most appropriate box) Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction Performance or financial reports A resolution being put to the AGM General suggestion Remuneration Report Sustainability/Environment Other My question is for the auditor Future direction

This form must be received by the Dexus’s security registrar, Link Market Services Limited, by 5.00pm on Tuesday, 12 October 2021. Questions will be collated. During the course of the AGM, the Chairman of the Meeting will endeavour to address as many of the more frequently raised Security holder topics as possible and, where appropriate, will give a representative of Dexus’s auditor, the opportunity to answer written questions submitted to the auditor. However, there may not be sufficient time available at the meeting to address all topics raised. Please note that individual responses will not be sent to Security holders.

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Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Safari – OS X v10.9 & OS X v10.10 and after

• Internet Explorer 9 and up

• Microsoft Edge - 92.0 and after

To attend and vote you must have your security holder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

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Step 1

Open your web browser and go to https://agmlive.link/DXS21

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

• On the left – a live audio webcast of the Meeting

• On the right – the presentation slides that will be addressed during the Meeting

• At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

If you are an individual or joint security holder you will need to register and provide validation by entering your security holder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by security holders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Security holders and proxies can either submit a Full Vote or Partial Vote.

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

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Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only security holders and proxy holders are eligible to ask questions.

If you have yet to obtain a voting card, you will be prompted to enter your security holder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

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5. Phone Participation

What you will need

• a) Land line or mobile phone

• b) The name and security holder number of your holding/s

• c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363 by 2:00pm on 15 October 2021.

Joining the Meeting via Phone

Step 1

From your land line or mobile device, call: Conference Call Number: 1800 875 033 International Number: +61 2 9189 8867

Step 2

Please advise if your question relates to an item of business or General Business. The moderator will make a note and ask if you have any additional questions.

Step 3

When it is time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking.

Note: If at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you have also joined the Meeting Online, we ask that you mute your laptop, desktop, tablet or mobile device while you ask your question.

Step 4

Step 2

You will be greeted with a welcome message and provided with instructions on how to participate in the Meeting. Please listen to the instructions carefully.

Your line will be muted once your question has been answered.

At the end of the welcome message you will be asked to provide your PIN by the moderator. This will verify you as a security holder and allow you to ask a question and vote on the resolutions at the Meeting.

Step 3

Once the moderator has verified your details you will be placed into a waiting room where you will hear music playing.

Note: If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to vote or ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Asking a Question

Step 1

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad if you wish to raise your hand to ask a question.

Contact us

Australia T +61 1800 819 675 E dexus@linkmarketservices.com.au