DEXUS — Capital/Financing Update 2022

Nov 22, 2022

Proposed issue of securities

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Announcement Summary

Entity name DEXUS

Announcement Type

New announcement

Date of this announcement

23/11/2022

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Notes exchangeable into fully paid ordinary Dexus stapled	1
confirmed	securities due November 2027

Proposed +issue date

24/11/2022

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

DEXUS

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number 24060920783

1.3 ASX issuer code

DXS

1.4 The announcement is

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New announcement

1.5 Date of this announcement

23/11/2022

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
Yes
ASX +security code	+Security description
New class-code to be confirmed	Notes exchangeable into fully paid ordinary Dexus stapled securities due
	November 2027

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

1

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Please describe the consideration being provided for the +securities

A$500 million in total for the Exchangeable Notes, each having a face value of at least $200,000, with any amounts above that face value being in increments of $100,000.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

500,000,000.000000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

+Convertible debt securities details

These securities are:	Type of security
Convertible	Convertible note or bond
+Security currency	Face value
AUD - Australian Dollar	AUD 200,000.0000
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Quarterly
	24/2/2023
Interest rate per annum	Is the interest rate per annum
3.50000 %	estimated at this time? No

s128F of the Income Tax Assessment
Act status applicable to the +security
s128F exempt
Is the +security perpetual (ie. no	Maturity date
maturity date)? No	24/11/2027
Select other features applicable to
the +security
Exchangeable
Is there a first trigger date on which a	If yes, what is the first trigger date
right of conversion, redemption, call or put can be exercised (whichever is	4/1/2023
first)?
Yes

Details of the type of +security that will be issued if the securities are converted, transformed or

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exchanged

DXS : FULLY PAID UNITS STAPLED SECURITIES

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

51072523 (based on initial exchange price $9.79)

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://www.dexus.com/investor-centre/results-and-reporting/asx-announcements/2022/november/enhanced-cleansing-no tice

Part 7C - Timetable

7C.1 Proposed +issue date

24/11/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

51072523 (based on initial exchange price of $9.79)

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

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Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Merrill Lynch Equities (Australia) Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Dexus has agreed to pay a lead manager fee of 1.10% of the aggregate amount to be raised. It may also pay (in its sole discretion) an incentive fee of up to a maximum of 0.10% of the aggregate amount raised.

7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)?

Merrill Lynch Equities (Australia) Limited

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

Fully underwritten

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

Dexus has agreed to pay an underwriting fee of 0.15% of the aggregate amount to be raised.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

An event which would, in the opinion of the lead manager, be likely to prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Legal fees, accounting, tax and other external advisor fees, listing and administrative fees.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The net proceeds are being used to fund the concurrent repurchase of A$100 million of Dexus existing outstanding exchangeable notes due June 2026, with any surplus used for general corporate purposes.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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