DEXUS — Governance Information 2021

Jun 30, 2021

Securities Trading (including Inside Information)

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1. Purpose

The purpose of this Policy is to provide guidance to Directors and Employees (including Key Management Personnel) for on-going compliance with legal obligations relating to trading or investing in financial products managed by Dexus.

The principle objectives are:

• the avoidance of insider trading including influencing others to trade in securities resulting from inside information

• the avoidance of actual, perceived or potential conflicts of interest with Dexus or its clients

• to impose limitations on short term trading

• compliance with ASX Listing Rules, ASX Principles of Good Corporate Governance and the Corporations Act

Dexus is committed to maintaining its strong reputation. Adherence to our policies and procedures assists us in achieving this. While compliance with legislation and regulatory guidelines is mandatory, we expect our Directors and Employees (especially in relation to securities trading) to support and promote the spirit of the legislation and guidelines.

Directors and Employees should also be aware of the possible reputational damage resulting from trading in Dexus securities in periods where the market may perceive that Directors or Employees are in possession of price sensitive information.

As a guiding principle, Directors and Employees should ask themselves:

If the market was aware of all the current circumstances, could the proposed dealing be perceived by the market as the Director or Employee taking advantage of his or her position in an inappropriate way? How would it look if the transaction was reported in social media or on the front page of a newspaper? ( The Media Test )

If the Director or Employee is unsure, he or she should consult the General Counsel or Company Secretary.

Where any approval is required for a dealing under this Policy, approval will not be granted where the dealing would not satisfy the Media Test.

2. Applicability of the Securities Trading Policy

This Policy applies to:

• Directors of Dexus entities

• All Employees of Dexus (including Key Management Personnel)

• Contractors & temporary employees of Dexus, and

• Associates of the above. An Associate would include immediate family members, people or entities (including SMSFs) over which the Employee may exert influence in investment decisions.

All referred to collectively as “Employee/s”.

3. What happens if this Policy is breached?

A breach of this Policy may constitute a breach of the law, leading to disciplinary action, including dismissal in serious cases. Insider trading is a criminal offence and can result in criminal and civil penalties.

4. What is Inside Information?

Employees cannot trade in financial products managed by Dexus whilst they are in possession of Inside Information.

“Inside Information” is information not generally available to investors which could, if it were made generally available, have an effect on the market price of particular financial products or be likely to influence investors in deciding whether to deal in those financial products. In brief, this is non-public price sensitive information.

The following types of information would generally be price sensitive (and therefore regarded as Inside Information):

• any leaked information from a listed entity of the type that would normally be announced to the ASX

• any leaked news about the credit standing of an issuer of securities

• a proposed securities issue

• a significant merger or acquisition proposal

• a purchase or sale of substantial assets

• a significant expansion or curtailment of operations

• significant new products

• significant increases or decreases in dividends or distributions

• significant earnings information or estimates

• changes in earnings information or estimates previously announced

• extraordinary borrowing, significant liquidity problems

• extraordinary management developments

• major litigation

• significant revaluation of assets

It does not matter how or why the information was acquired. The prohibitions apply even if the information is acquired inadvertently.

Examples of situations where Employees may acquire Inside Information include:

• during the management of listed trusts (for example, a property transaction that may have a material price impact on DXS or a potential merger or acquisition with another fund or trust)

• related party transactions within Dexus

• significant change from market guidance regarding the amount of earnings or distribution payments

Market rumours may constitute Inside Information. When determining whether this is the case, consideration should be given to generally available public information and whether the rumour is a logical conclusion to draw.

Employees must not provide or communicate Inside Information to another party. Care must also be taken when providing information to Dexus work colleagues. Information should only be provided on a “need to know” basis.

Employees must not derive personal advantage from sensitive information which has been obtained as a result of their employment. This includes information an employee may have access to in relation to a capital partner, supplier, customer or other entity Dexus is conducting business with.

5. Prohibition on Insider Trading

When an Employee is in possession of Inside Information, it is illegal to:

• Deal in (i.e. apply for, acquire, dispose of or enter into an agreement to do so) the relevant financial product whether personally, for an Associate, Dexus or a client

• Procure (i.e. incite, induce or encourage an act or omission) another person to deal in the relevant financial product

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• In the case of a financial product able to be traded on a financial market, directly or indirectly communicate or pass on the Inside Information to another person, unless certain arrangements are in place whereby Dexus can be satisfied that the person will not act on the basis of the information. Legal should be consulted in these circumstances

The prohibitions on insider trading apply until:

• The information has been released to the market and a reasonable period has elapsed to allow the market to absorb the information

• The information has ceased to be price sensitive (for example, a proposal for a corporate transaction has been abandoned)

6. Periods When Trading is Permitted

Provided approval is first sought and obtained in accordance with section 10 of this Policy, trading in Dexus securities by any Employee is permitted during the following periods (and only if the Employee is not in possession of Inside Information):

• 28 days commencing the day after half yearly and yearly results are announced to the market

• - 14 days commencing the day after the AGM

Trading outside these periods is prohibited.

Additional trading windows may be identified by the CEO in consultation with the Chair and will be reported to all Employees.

Trading windows can be cancelled at any time, as notified by the CEO. Such closure will become effective immediately on notification.

Notification of trading windows will be communicated to all Employees.

7. Employee Trading

Employees must not undertake the following types of personal trading activity:

• trading in any financial product whilst in possession of Inside Information

• trading that may cause a conflict (or appearance of conflict) of interest with Dexus or its clients. Any such actual or potential conflict should be reported to Compliance

• trading that distracts them from their responsibilities to Dexus and its clients

• trading in Dexus securities for short term gain (defined as a purchase and sale within 30 days)

• trading in Dexus securities as part of margin lending activities

• entering into a transaction or arrangement for the purpose of hedging exposure to movements in the price of un-vested securities

From time to time restrictions may be placed on trading in other financial products (e.g. if Dexus is involved in a significant transaction with an external listed entity). These restrictions will be notified to Employees. Employees must abide by these restrictions.

8. Dealings excluded from this Policy

This Policy does not apply to:

• participation in an employee, executive or director equity plan operated by Dexus (subject to insider trading provisions in the Corporation Act). However, where securities granted under an employee, executive or director equity plan cease to be held under the terms of that plan, any dealings in those securities must only occur in accordance with this Policy;

• the following categories of trades:

• acquisition of Dexus securities through a distribution reinvestment plan;

• acquisition of Dexus securities through a security purchase plan available to all retail securityholders;

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• • acquisition of Dexus securities through a rights issue; and

• the disposal of Dexus securities through the acceptance of a takeover offer, scheme of arrangement or equal access buy-back; and

• dealings that result in no effective change to the beneficial interest in the securities (for example, transfers of Dexus securities already held into a superannuation fund or trust of which the Employee is a beneficiary).

All dealings listed above remain subject to the insider trading provisions in the Corporations Act.

9. Exemption

Trading in financial products outside the trading windows may be granted in situations of severe financial hardship provided the Employee is not in possession of Inside Information.

The request will need to be referred to the Head of Governance and approval sought from the CEO and/or Company Secretary prior to placing the order to sell.

Approval will only be granted if the Employee’s application is accompanied by sufficient evidence (in the opinion of the CEO and/or Company Secretary) that the dealing of the relevant securities is the most reasonable course of action available in the circumstances.

If approval is granted, the Employee will be notified in writing and the trade must be exercised within 5 business days.

10. Trading in Products Managed by Dexus

All trades by Employees in listed and unlisted financial products managed by Dexus require prior approval in accordance with the Business Approval Table set out below.

There may be circumstances when this approval is not granted. Reasons for this may be withheld. Where approval is withheld, the Employee is to keep that fact confidential and not disclose it to anyone. Loss of confidentiality regarding a refusal could lead to conjecture. Should an Employee wish to trade in Dexus securities during a trading window, notification can be made via ReadiNow.

Employees requesting to trade in Dexus securities during a trading window will be required to confirm that the request is in compliance with this Policy at the time the trade is executed.

Once approvals have been obtained, notification will be provided to the Employee and the trade may be executed. Where approval is granted, the trade must be executed within 5 business days. If the trade is not executed within this timeframe, approval will need to be re-sought. A clearance to trade may be withdrawn if circumstances change. The Employee will be contacted directly in this situation and must keep this fact confidential.

11. Business Approval Table

Person (including Associates)	Approver
Chairman	An Independent Director; and General Counsel
Independent Director	Chairman (during absence an Independent Director); and General
	Counsel
Chief Executive Officer	Chairman (during absence an Independent Director); and General
	Counsel
Executive General Manager	CEO; and Head of Governance
(including KMP)
Employee	Relevant EGM (during absence another EGM); and Head of
	Governance – or delegate

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12. Record Keeping

Compliance must be provided with a copy of contract notes or transaction advices of approved trades once they have been executed.

A register is maintained by Compliance of all requests to trade in Dexus securities including approvals (or otherwise).

13. Reporting

The Company Secretary is responsible for ensuring that, where applicable, Appendices 3X and 3Y are lodged with ASX in accordance with the ASX Listing Rules.

14. Monitoring

Compliance with this Policy is monitored. Monitoring includes, but is not limited to, a review of the DXS share register for trading by Employees. Any exceptions or breaches identified during monitoring will be reported to the CEO, General Counsel/Company Secretary and the Board Risk Committee.

15. Additional Information

This Policy is reviewed at least annually and requires endorsement of the Board Risk Committee and approval of the Board of Dexus Funds Management Limited.

The Policy is available to and accessible by all Employees.

Compliance facilitates training on this Policy. All training facilitated by the Compliance team is compulsory.

Any questions arising from this Policy should be referred to the General Counsel/Company Secretary or the Head of Governance.

Document Control Log Version Document Owner Author Approving Authority Approved Date 6 Governance Scott Mahony Group Risk Committee 28 May 2020 Board Risk Committee 15 June 2020 DXFM Board 30 July 2020

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