Commonwealth Managed Investments Limited

Commonwealth Managed Investments Limited ABN 33 084 098 180

Commonwealth Property Office Fund (CPA)

11 December 2013

ASX ANNOUNCEMENT

DEXUS and CPPIB off-market takeover offer to acquire all units in CPA

The Board of Commonwealth Managed Investments Limited (CMIL), as Responsible Entity of Commonwealth Property Office Fund (ASX: CPA), notes the announcement this morning by DEXUS Property Group (ASX: DXS) (DEXUS) and Canada Pension Plan Investment Board (CPPIB) (together, the 'Consortium') of its intention to make an off-market takeover offer for all outstanding CPA units for cash and DXS scrip consideration ('DEXUS Offer'). A copy of DEXUS's ASX release is attached.

The Independent Board Committee (IBC) of CMIL will consider the DEXUS Offer.

CMIL will make further announcements in due course regarding both the DEXUS Offer and also the off-market takeover offer which was received from The GPT Group (ASX: GPT) as described in GPT's Bidder's Statement lodged with ASX on 3 December 2013.

No action is required by CPA unitholders in relation to either offer at this time.

The IBC is being advised by UBS AG, Australia Branch as financial advisor and Ashurst Australia as its legal counsel.

ENDS

Michelle Brady Company Secretary Commonwealth Managed Investments Limited

For investor and media enquiries:

Charles Moore Fund Manager Commonwealth Property Office Fund Phone: +61 2 9303 3438 Email: [email protected]

Penny Berger Head of Investor Relations and Communications Colonial First State Global Asset Management Phone: +61 2 9303 3516 or +61 402 079 955 Email: [email protected]

ASX release

11 December 2013

Offer to acquire Commonwealth Property Office Fund (CPA) valued at \$1.27 per CPA unit

DEXUS Property Group ("DEXUS") refers to its announcements released on 11 October 2013 and 11 November 2013 in relation to the indicative, non-binding proposal (the "Proposal") made jointly with Canada Pension Plan Investment Board ("CPPIB") (together the "Consortium") to Commonwealth Managed Investments Limited ("CMIL") the Responsible Entity of the Commonwealth Property Office Fund ("CPA"). This proposal was recommended to CPA unitholders by CMIL, in the absence of a superior proposal, and subject to an Independent Expert's opinion, prior to CMIL's termination of its agreement with the Consortium on 25 November 2013.

DEXUS today confirmed that:

1. Takeover offer: The Consortium intends making a cash and scrip off-market takeover offer ("DEXUS Offer") to acquire all of the issued units in CPA1 . The DEXUS Offer will not be subject to a minimum acceptance condition and will only have limited customary conditions2 ; and
1. Forward contract: DEXUS today intends to exercise its right to take physical delivery of 350,000,000 CPA Units under the forward contract with Deutsche Bank AG on 3 January 2014 unless that obligation is postponed.

Summary of the DEXUS Offer

The DEXUS Offer provides for the following cash and DEXUS scrip consideration (expressed per CPA Unit):

A cash payment equal to 77.45 cents; and
0.4516 DEXUS stapled securities.

Based on the DEXUS closing price on 10 December 2013 the Offer values each CPA unit at \$1.27 (a 2.6% premium to the GPT Group's ("GPT") Offer on a comparable basis)

		Estimated value
DEXUS scrip consideration3		\$0.4584
Total cash consideration		\$0.7745
DEXUS Offer price per CPA Unit		\$1.233
Estimated CPA distribution (which CPA Unitholders will be entitled to retain4	)	\$0.035
Total value to CPA Unitholders		\$1.268
Total value represents a premium to:
- CPA's closing price on 10 December 2013	(\$1.250)	1.4%
- CPA's closing price on 23 July 20135	(\$1.085)	16.9%
- CPA's 30 day VWAP on 23 July 20135	(\$1.071)	18.3%
- CPA's stated 30 June 2013 NTA	(\$1.150)	10.2%
- GPT's Offer6	(\$1.235)	2.6%

¹ The Consortium has established a bid trust for the purposes of making the DEXUS Offer. The trustee of the trust is DEXUS Funds Management Limited.

² See Annexure ^A accompanying this announcement.

³ Based on the closing price of DEXUS Stapled Securities as at 10 December 2013 of \$1.015. Note, DEXUS has estimated its distribution for the six months ending 31 December 2013 to be 3.07 cents per DEXUS Stapled Security. It is likely that the price of a DEXUS Stapled Security will trade at a lower price once they begin to trade on an ex-distribution basis to reflect the distribution to be paid. The impact of the estimated distribution on the implied value of the DEXUS Offer will be set out in the Bidder's Statement.

⁴ Without any adjustment to total cash consideration.

⁵ The day prior to CMIL's announcement that it had received a preliminary internalisation proposal from CBA, which was released to the ASX on 24 July 2013.

⁶ Offer presented on a comparable basis, as outlined in slide 8 of GPT's presentation on 19 November 2013, updated for the GPT close price on 10 December 2013.

ASX release

CPA Unitholders will be entitled to receive and retain the CPA distribution for the six months ending 31 December 2013, which CMIL has estimated will be approximately 3.5 cents per CPA Unit. Any other distribution paid by CMIL to CPA Unitholders, during the DEXUS Offer period, will be deducted from the cash consideration payable under the DEXUS Offer.

DEXUS stapled securities issued to CPA Unitholders under the DEXUS Offer will rank equally with existing DEXUS stapled securities including for any distribution with a record date that falls on or after they are issued.

Rationale for DEXUS Offer

The acquisition of CPA is highly strategic for the Consortium. Both DEXUS and CPPIB remain committed to its success. Due diligence has been conducted by the Consortium and its third party advisers, including legal, accounting, tax, financial and physical due diligence. Importantly, as a result of these enquiries the Consortium is confident of CPA's value and its view of the opportunities the CPA portfolio presents under DEXUS's management.

Darren Steinberg, CEO of DEXUS said: "The due diligence process has enabled us to confirm our view on value. Our disciplined approach has allowed us to increase the consideration payable to CPA Unitholders, while ensuring there are no unnecessary risks or surprises for current and new DEXUS security holders. We look forward to working with the Board of CMIL to progress this Offer."

Graeme Eadie, Senior Vice-President and Head of Real Estate Investments, CPPIB, said: "As a global investor, CPPIB is attracted to opportunities where we can invest alongside local partners who are leaders in their markets. We have a high regard for the office asset management team at DEXUS and are very pleased to be able to make a large strategic investment that leverages their platform."

The DEXUS Offer investor presentation also released today details the impact on DEXUS's key metrics. In particular, DEXUS expects that, if the Consortium acquires all of the outstanding units in CPA:

The DEXUS Offer will deliver FFO accretion to DEXUS in line with the range announced in the Consortium's initial Proposal7 ; and
On a pro-forma basis, DEXUS's gearing will remain within its target range and the dilution to DEXUS's NTA is expected to be at the lower end of the range announced in the initial Proposal8

Further information about the DEXUS Offer, the Consortium's intentions and its impact on DEXUS will be provided in the Bidder's Statement for the DEXUS Offer, expected to be released in December 2013. In particular, the Bidder's Statement will outline the Consortium's strategies for CPA if less than 100% of CPA is acquired. The Consortium members have entered into arrangements that provide the potential for liquidity in the future, in circumstances where 100% or less of CPA is acquired, which will be detailed in its Bidder's Statement. The Consortium is confident with an investment in CPA under all possible outcomes.

Key highlights of the DEXUS Offer

The DEXUS Offer is highly attractive for CPA Unitholders and superior to GPT's Offer. Specifically the DEXUS Offer provides a higher consideration, lower execution risk and exposure to an Australian office specialist. The DEXUS Offer is designed to deliver significant financial and strategic benefits to both CPA Unitholders and DEXUS security holders and importantly is being undertaken alongside CPPIB, an experienced international real estate investor.

⁸ Refer to slide 13 of the DEXUS Offer investor presentation released by DEXUS at the same time as this announcement.

⁷ Accretion to "Funds from Operations" – Refer to slide 12 of the DEXUS Offer investor presentation released by DEXUS at the same time as this announcement.

DEXUS Property Group (ASX: DXS)

ASX release

	DEXUS Offer	GPT Offer9
Structure	Off-market takeover	Off-market takeover
Minimum acceptance condition	n/a	50.1%
New Scrip Ranking	Equal	Equal
Scrip ratio	0.4516 securities	0.141 securities
Security price (10 December 2013)	\$1.015	\$3.420
Scrip consideration	\$0.4584	\$0.4822
Cash consideration	\$0.7745	\$0.7533
Less: CPA distribution (30 Jun – 31 Dec 2013)	-	\$(0.035)
Offer price	\$1.233	\$1.200
Add: CPA distribution (30 Jun – 31 Dec 2013)	\$0.035	\$0.035
Total value to CPA Unitholders	\$1.268	\$1.235

CPA Unitholders who accept the DEXUS Offer will receive DEXUS stapled securities and will therefore also receive the benefits associated with an investment in DEXUS, including:

A strong track record of successfully implementing its strategies. The DEXUS Offer follows a disciplined commitment to the execution of DEXUS's objective of office sector leadership over the past 18 months which has seen DEXUS invest in a world class asset management team, divest its US industrial business and reinvest \$1.8 billion into Australian office;
An investment in Australia's leading Office REIT. The transaction brings together two complementary office portfolios. DEXUS will have \$11.5 billion of office assets under management following the acquisition of CPA, providing CPA Unitholders with an ongoing investment in an A-REIT with a similar risk profile to their existing CPA investment (on a pro-forma basis office properties will comprise 83% of DEXUS's portfolio); and
Less transaction risk. The Consortium has completed its due diligence process and is well prepared for managing transition issues, including those associated with a change of control of CPA.

DEXUS relevant interest in CPA

DEXUS today intends to exercise its right to take early delivery of CPA Units under the forward contract with Deutsche Bank AG. As a consequence, DEXUS will be obliged to take delivery of the 350,000,000 units in CPA on 3 January 2014 unless that obligation is postponed.

As also stated in its announcement on 21 November 2013, DEXUS's current intention is not to accept into the GPT Offer and on that basis, the GPT Group will be unable to proceed to compulsory acquisition. DEXUS reserves its rights to change its intention if new information about the GPT Offer is released to the market or the terms of the GPT Offer change.

Facilitation payment

As announced on 11 November 2013, DEXUS entered into a agreement with the Commonwealth Bank of Australia ("CBA"). Under that agreement, CBA agreed to provide due diligence to DEXUS on an exclusive basis in relation to a potential ancillary proposal under which CBA would facilitate the transition of CBA management to DEXUS.

⁹ Offer presented on a comparable basis, as outlined in slide 8 of GPT's presentation on 19 November 2013, updated for the GPT close price on 10 December 2013.

ASX release

DEXUS has now concluded its due diligence investigations and the agreement with CBA has terminated. The Consortium's arrangements with CMIL providing for a due diligence period have also expired. Whilst the parties have not yet reached agreement in relation to the ancillary proposal, DEXUS continues to believe there is significant value in facilitation services that CBA might provide to DEXUS should the Consortium ultimately acquire a 50.1% relevant interest in CPA and seek to assume management of CPA.

Accordingly, DEXUS intends to continue engaging with CBA with a view to agreeing an arrangement under which CBA will provide to DEXUS the services set out in Annexure B of this announcement. The services would only be provided if DEXUS acquires 50.1% of CPA (on the terms of the current DEXUS Offer) and DEXUS replaces CMIL as the responsible entity of CPA.

Investors should note that, in calculating the financial metrics of the DEXUS Offer detailed in the DEXUS investor presentation which was released at the same time as this announcement, DEXUS has provided for a payment to CBA of up to \$41 million. The impact of the facilitation payment on DEXUS's financial position will be confirmed in the Bidder's Statement.

Offer to GPT Wholesale Office Fund (GWOF)

The Consortium notes that GPT has announced that it would sell certain CPA assets to its affiliate, the GPT Wholesale Office Fund ("GWOF"), if it acquires 100% of CPA Units under the GPT Offer. The Consortium intends, if the Consortium acquires 100% of CPA Units before 31 March 2014 under the terms of the DEXUS Offer as outlined in this announcement dated 11 December 2013, to offer to GWOF the opportunity to acquire, on market terms, the following CPA assets for an aggregate sale price of \$450.7 million (representing the current CPA book value plus vendor costs incurred in acquiring the properties):

100% interest in 750 Collins Street, Melbourne, and
50% interest in 2 Southbank Boulevard, Melbourne10

Joint Bid Agreement

The Consortium have today entered into a Joint Bid Agreement (copy attached) which sets out the obligations of each Consortium member in relation to the conduct of the DEXUS Offer.

Attachments

Annexure A Key conditions of the DEXUS Offer
Annexure B Facilitation services
Annexure C Joint Bid Agreement

Note: Australian Dollars (AUD) have been used as the reference currency for this release.

¹⁰ Via an indirect sale of units in holding entities and subject to the co-owner waiving any pre-existing rights in respect of a sale.

ASX release

For further information please contact:

DEXUS Investor queries David Yates	T: +61 2 9017 1424 M: +61 418 861 047 E: [email protected]	DEXUS Media queries Martin Debelle, Citadel	T: +61 2 9290 3033 M: +61 409 911 189 E: [email protected]
CPPIB Media queries Canada Linda Sims	T: +1 416 868 8695 E: [email protected]	CPPIB Media queries Australia Nigel Kassulke, Cannings	T: +61 2 8284 9990 M: +61 407 904874 E: [email protected]

About DEXUS

DEXUS Property Group (DEXUS) is one of Australia's leading real estate groups, investing directly in high quality Australian office and industrial properties. With over \$13 billion of assets under management, DEXUS also actively manages office, industrial and retail properties located in key Australian markets on behalf of third party capital partners. DEXUS manages an office portfolio of over 900,000 square metres across Sydney, Melbourne, Brisbane and Perth and is one of the largest institutional owners of office buildings in the Sydney CBD, Australia's largest office market. DEXUS is a Top 50 entity by market capitalisation listed on the Australian Securities Exchange under the stock market trading code 'DXS' and is supported by more than 19,000 investors from 15 countries. With over 25 years of experience in commercial property investment, development and asset management, DEXUS has a proven track record in capital and risk management, providing service excellence to tenants and delivering superior risk-adjusted returns to investors. www.dexus.com

Download the DEXUS IR app to your preferred mobile device to gain instant access to the latest stock price, ASX Announcements, presentations, reports, webcasts and more.

DEXUS Funds Management Ltd ABN 24 060 920 783, AFSL 238163, as Responsible Entity for DEXUS Property Group (ASX: DXS)

About Canada Pension Plan Investment Board

Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits on behalf of 18 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, CPPIB is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At September 30, 2013, the CPP Fund totalled C\$192.8 billion of which C\$22.0 billion represents real estate investments. For more information about CPPIB, please visit www.cppib.com

CPPIB has agreed to the statements made by and references to CPPIB in this release. However, CPPIB has not authorised any of the statements made by DEXUS or the references to or concerning DEXUS Property Group in this release.

Annexure A: Key conditions of the DEXUS Offer

Foreign Investment Approval – DEXUS Property Group and CPPIB

One of the following occurs before the end of the offer period for the Offer ("Offer Period") in respect of each of DEXUS Property Group and CPPIB ("Relevant Party"):

The Treasurer of the Commonwealth of Australia or his agent notifies the Relevant Party to the effect that there are no objections to the proposed acquisition by the Relevant Party (whether directly or through entities that they control either individually or jointly) of interests in up to all of the CPA Units on issue pursuant to or as a result of the Offer (or by any other means permitted by the Corporations Act) (the "Proposed Acquisitions") under the Commonwealth Government's foreign investment policy, and such notice is unconditional; or
The Treasurer of the Commonwealth of Australia is, or by passage of time, becomes precluded from making an order under the Foreign Acquisitions and Takeovers Act 1975 (Cwlth).

No Regulatory Action

Between the date of this announcement ("Announcement") and the end of the Offer period (each inclusive):

There is not in effect any preliminary or final decision, order or decree issued by any public authority;
No action or investigation is announced, threatened or commenced by any public authority; and
No application is made to any public authority (other than by CPPIB, DEXUS Property Group or any of their controlled entities, whether that control is individual or joint),

(other than an application to, or a decision or order of, ASIC or the Australian Takeovers Panel, under or relating to a breach of Chapter 6A, 6B or 6C of the Corporations Act 2001 (Cwlth) ("Corporations Act") or relating to unacceptable circumstances within the meaning of section 657A of the Corporations Act in consequence of, or in connection with, the Offer) that restrains, impedes, or prohibits (or if granted could restrain, impede or prohibit), or otherwise materially adversely impacts upon, the making of the Offer, the acquisition of CPA Units under the Offer or any transaction contemplated by the Bidder's Statement in respect of the Offer, the Offer or the rights of DEXUS Property Group, CPPIB or any of their controlled entities (whether that control is individual or joint) in respect of CPA Units, or requires the divestiture by DEXUS Property Group, CPPIB or any of their controlled entities of any CPA Units, or requires the divestiture of assets of DEXUS Property Group or CMIL or the entities it controls in its capacity as responsible entity of CPA ("CPA Group").

For the purposes of this condition "public authority" includes the ACCC.

No Material Acquisitions or Disposals

Except to the extent fully and fairly disclosed in any announcement made to the ASX prior to the Announcement Date, none of the following events occurs during the period from the Announcement Date to the end of the Offer Period (each inclusive):

Any member of the CPA Group acquires, or an agreement is entered into under which it is agreed that any member of the CPA Group will or offers to acquire, any one or more entities or assets (or any interest in one or more entities, businesses or assets) for an amount or consideration in excess of A\$50 million for any individual item or a number of such agreements are entered into or acquisitions occur by CPA Group members for an aggregate amount or consideration in excess of A\$50 million;

DEXUS Property Group (ASX: DXS)

ASX release

Any member of the CPA Group disposes of, or an agreement is entered into under which it is agreed that any member of the CPA Group will or offers to dispose of, any one or more entities or assets (or any interest in one or more entities, businesses or assets):
For an amount or consideration in excess of A\$50 million for any individual item; or
In respect of which the book value (as recorded in CPA's statement of financial position as at 30 June 2013) is in excess of A\$50 million for any individual item; or
A number of such agreements are entered into or acquisitions occur by CPA Group members for an aggregate amount or consideration in excess of A\$50 million or in respect of which, on an aggregate basis, book value (as recorded in CPA's statement of financial position as at 30 June 2013) is in excess of A\$50 million;
The entering into of any commitment (including a lease or agreement for lease) by the CPA Group to any development, redevelopment, or refurbishment project for a new or existing CPA asset where the total project cost exceeds A\$50 million (including incentives), whether or not previously contemplated; or
Any member of the CPA Group enters into a new related party transaction or materially varies an existing arrangement with a related party.

No Internalisation, change of responsible entity or change of control of CMIL

Between the Announcement Date and the end of the Offer Period (each inclusive):

CMIL does not implement, or agree or propose to implement, any transaction or proposal under which the management of CPA is "internalised", or CMIL is otherwise removed or replaced as responsible entity of CPA; or
a "Change of Control" does not occur in respect of CMIL.

For these purposes "Change of Control" means a party comes under the control of a third party who did not "Control" that party on the date of this announcement where "Control" has the meaning given to it in section 50AA of the Corporations Act.

CPA Convertible Notes

On or before the date CMIL issues the Target's Statement it makes a public and unqualified statement that it will exercise its option under the terms of the convertible notes currently on issue by CMIL ("Convertible Notes") to pay an amount in Australian dollars equal to the relevant "Cash Settlement Amount" (as defined in the Convertible Note terms) to satisfy in full its obligation to convert Convertible Notes in respect of which a "Conversion Notice" (as defined in the Convertible Note Terms) has been duly lodged during the Offer Period.

No Prescribed Occurrences

Between the period from the date on which the Bidder's Statement is given to CMIL and the end of the Offer Period (each inclusive), none of the following events occur:

CMIL converts all or any of the units in CPA into a larger or smaller number of units;
Any member of the CPA Group resolves to reduce its capital in any way;
Any member of the CPA Group enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement in respect of any CPA Units or otherwise redeems CPA units;
Any member of the CPA Group issues units or shares or grants an option over its units or shares, or agrees to make such an issue or grant such an option in each case, other than the issue of CPA Units as a result of the exercise of options over interests in CPA which are on issue as at the date of this announcement;
Any member of the CPA Group issues, or agrees to issue, convertible notes;

DEXUS Property Group (ASX: DXS)

ASX release

Any member of the CPA Group disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
Any member of the CPA Group grants, or agrees to grant, a security interest in the whole, or a substantial part, of its business or property;
Any member of the CPA Group resolves to be wound up;
A liquidator or provisional liquidator of CPA or any member of the CPA Group is appointed;
A court makes an order for the winding up of CPA or of a member of the CPA Group;
An administrator of a member of the CPA Group is appointed under section 436A, 436B or 436C of the Corporations Act;
A receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of a member of the CPA Group; or
CPA or a member of the CPA Group is otherwise wound up in accordance with their constituent documents or the Corporations Act.

ASX release

Annexure B: Facilitation services

Waiver of fees: CBA group entities waiving all rights to receive future performance, base management or other fees under the CPA constitution and existing management and sub-management arrangements (other than the fees they are entitled to receive up to the date that the responsible entity of CPA changes, but excluding any performance fees payable or accrued);
Termination: To procure the termination of management and sub-management arrangements between members of the CBA group and CPA, as well as certain property management arrangements with third parties;
Waiver of rights: CBA not exercising their rights under banking facilities, derivatives and lease pre-emptives as a result of the DEXUS Offer and assisting DEXUS in relation to other CPA counterparties;
Sub-trustee appointments: To the extent requested by DEXUS, CBA agreeing to maintain (for a period of time) the appointment of existing sub-trustees of the relevant sub-trusts that hold a direct or indirect interest in property (subject to appropriate indemnification and transition arrangements); and
Transition services: Standard transition services including:
Assisting DEXUS devise and implement a transition plan for management of the CPA portfolio to DEXUS to minimise the disruption to both DEXUS Property Group and CPA; and
Assisting with the transition of the books and records of CPA to DEXUS Property Group.

KING&W@D MALLESONS

Joint Bid A,greement

oatea // 2¿¿"n^úfzots

DEXUS Funds Management Limited (ABN 24 060 920 783) ('DEXUS 'DEXUS ProPertY GrouP")

Canada Pension Plan lnvestment Board ("CPP|B)

DEXUS Funds Management Limited (ABN 24 060 920 783) ("Bidder") in its capacity as trustee of DEXUS Office Trust Australla ("Bid Trust")

King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 1 13 SydneY www.kwm.com Rel: DLF:DN:AXC 02-5507-0069

Joint Bid Agreement Contents

Details		1
	General terms	3
't	Definitions, interpretalion and agreement components	3
1.1	Agreement components	3
1,2	Definitions	3
LJ	lnterpretation	7
1.4	lnclusive expressions	7
2	The Takeover Bld	I
3	Takeover Bld fundlng anangements	I
3.1	lnitialsubscription by DEXUS RE and CPPIB	I
3.2	Further subscriplions and debt contributions by DEXUS RE
	and CPPIB	I
3.3	Characterisation of contributions	11 12
3.4	Rights and ranking
4	Conduct of the Offer	12
4.1	Substantial holder notifications	12 12
4.2	Conduct of the Offer
4.3	Reserved decisions in respect of the Offer Public announcements
4.4 4.5	Dealings with Governmental Agencies
4.6	Compulsory acquisition	15
4.7	other information	15
5	Bldder's Statement	15
5.1	Preparation	15
5.2	Compliance	15
5.3	DEXUS RE lnformation	15 16
5.4 5.5	CPPIB lnformation Slatements in the Bidde/s Statement	16
5.6	Updating information	17
5.7	Standstill	17
5.8	DEXUS dealings in CPA Securities	18
6	Exclusivity arrangements	18
6.1	Exclusivity	18
6.2	Representation	19
7	Termination	l9
7.',	Termination	'19
7.2	Effect of termination	19
I	Warrantles	20
8.1	Mutual warranties	20
8.2	Warranties by a Relevant Trustee	20

8.3	Reliance on representations and warranties	21
8.4	Notification	21
8.5	Independent warranties	21
9	Confidentiality	21
10	DEXUS limitation of liability	21
10.1	Limitation of DEXUS RE liability	21
10.2	Exceptions to DEXUS RE limitation of liability	22
11	Bidder limitation of liability	22
11.1	Limitation of Bidder liability	22
11.2	Exceptions to Bidder limitation of liability	22
12	Duties, costs and expenses	22
12.1	Duties	22
12.2	Costs	22
13	GST	23
13.1	Definitions	23
13.2	GST	23
13.3	Tax invoices	23
13.4	Reimbursements	24
13.5	No merger	24
14	Notices and other communications	24
14.1	Form - all communications	24
14.2	Form - communications sent by email	24
14.3	Delivery	24
14.4	When effective	25
14.5	When taken to be received	25
14.6	Receipt outside business hours	25
15	General	25
15.1	Discretion in exercising rights	25
15.2	Failure to exercise rights	25
15.3	No liability for loss	25
15.4	Approvals and consents	26
15.5	Conflict of interest	26
15.6	Remedies cumulative	26
15.7	Rights and obligations are unaffected	26
15.8	Variation and waiver	26
15.9	No merger	26
15.10	Indemnities	26
15.11	Further steps	26
15.12	Prompt performance	26
15.13	Certificates	26
15.14	Construction	27
15.15	Costs	27
15.16	Assignment	27
15.17	Entire agreement	27
15.18	Inconsistent law	27
15.19	Counterparts	27
15.20	Governing law	27

Schedule 1 - Agreed Announcement Slgnlng page

28 29

Joint Bid Agreement

Details

Parties	DEXUS RE, CPPIB and Bidder
DEXUS RE	Name	DEXUS Funds Management Limited in its capacity as responsible entity of the DEXUS Property GrouP
	ACN	24 060 920 783
	Address	Level 25, Australia Square, 264 George Street, Sydney NSW 2000
	Email	John.Easy@dexus,com
	Telephone	+61 2 9017 1120
	Fax	+61 290171102
	Attention	John Easy
CPPIB	Name	Canada Pension Plan lnvestment Board
	Address	One Queen Street East, Suite 2500' Toronto, Ontario, MsC 2W5, Canada
	Fax	+1 416 868 5046
	Altention	Graeme Eadie
Bidder	Name	DEXUS Funds Management Limited in íîs capacity as trustee of DEXUS Office Trust Auslralia
	ABN	24 060 920 783
	Address	Level 25, Australia Square, 264 George Street Sydney NSW 2000
	Emait	John. Easy@dexus,com
	Telephone	+6'1 2 9017 1120
	Fax	+61 2 9017 1102
	Attention	John Easy
Recitals	Pursuant to a co'operatÌon letter dated 11 October 2013 A entered into between DEXUS RE and CPPIB, the part¡es agreed to work together on a ioint proposal to acquire all of

the CPA Securities (other than those to which DEXUS RE is

Date of agreement		See Signing page
	С	This agreement sets out the terms and conditions under which the parties will co-operate in making the Takeover Bid for CPA. It also sets out their obligation to make contributions to the Bid Trust during the bid period and during any compulsory acquisition process.
	в	The parties have determined to make an off-market takeover bid for all of the CPA Securities. For this purpose, the parties established the Bid Trust. DEXUS Funds Management Limited is the trustee of that trust.
		entitled under its forward contract with Deutsche Bank AG announced on 25 July 2013).

Governing law New South Wales

Joint Bid Agreement

General terms

Definitions, interpretation and agreement 1 components

Agreement components $1.1$

This agreement includes any schedule.

Definitions $1.2$

The meanings of the terms used in this agreement are set out below, unless the context otherwise appears or requires.

Advisor has the meaning given in clause 12.2(a).

Agreed Announcement means an announcement relating to the possible Takeover Bid in the form set out in schedule 1 to this agreement or in a form as may otherwise be agreed in writing between DEXUS RE, CPPIB and Bidder.

ASIC means the Australian Securities and Investments Commission.

ASX means, as the context requires, ASX Limited ABN 98 008 624 691 or the securities market conducted by ASX Limited.

Associate has the meaning set out in section 12(2) of the Corporations Act.

Authorised Officer means, in respect of a party, a director or secretary of the party or any other person appointed by a party to act as an Authorised Officer under this agreement.

Bidder means DEXUS Funds Management Limited (ABN 24 060 920 783) in its capacity as trustee of the Bid Trust.

Bidder's Statement means the bidder's statement to be prepared by Bidder under the Corporations Act in connection with the Offer.

Bid Trust means DEXUS Office Trust Australia established by trust deed dated 10 December 2013.

Bid Trust Units means ordinary units issued in accordance with the trust deed for Bid Trust.

Business Day means a day on which banks are open for business in Sydney, other than a Saturday, Sunday or public holiday in Sydney and Toronto and ASX is open for trading.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.

CMIL means Commonwealth Managed Investments Limited (ACN 084 098 180) in its capacity as responsible entity of CPA.

Competing Transaction means a transaction other than the Takeover Bid which involves a person acquiring or offering to acquire (whether alone or with another person):

20% or more of the securities in CPA; or $(a)$
all or a majority of the assets of CPA, $(b)$

whether by way of takeover bid, scheme of arrangement, trust scheme, unitholder or securityholder approved acquisition, capital reduction or buy back, sale or purchase of shares, units, securities or assets, global assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company and / or trust structure (or other synthetic merger), or other transaction or arrangement. For the avoidance of doubt, the Takeover Bid is not a Competing Transaction.

Confidentiality Agreement means the confidentiality agreement between DEXUS RE and CPPIB in relation to a proposal that they acquire 100% of the CPA Securities.

Consortium means DEXUS RE and CPPIB.

Control has the meaning given in section 50AA of the Corporations Act.

Controlled Entities means, in relation to an Entity, another Entity which is a Subsidiary of it, or which is Controlled by it.

Co-operation Letter means the co-operation letter entered into between DEXUS RE and CPPIB dated 11 October 2013.

Corporations Act means the Corporations Act 2001 (Cth).

CPA means the Commonwealth Property Office Fund (ABN 65 976 185 490).

CPA Securities means fully paid ordinary units in the capital of CPA.

CPPIB means Canada Pension Plan Investment Board.

CPPIB Information has the meaning given in clause 5.4(a).

CPPIB Investee means a fund, investee or portfolio entity in which or through which CPPIB invests and where such fund, investee or portfolio entity has an operator, manager, trustee, general partner or custodian then such term shall include the operator, manager, trustee, general partner or custodian of such entity in that capacity.

CPPIB Nominee Unitholder has the meaning given in clause 3.1(b).

DDF means DEXUS Diversified Trust (ARSN 089 324 541).

Deloitte means Deloitte Tax Services Pty Limited.

DEXUS Nominee Unitholder has the meaning given in clause 3.1(a).

DEXUS Property Group means DDF, DIT, DOT and DXO.

DEXUS RE means DEXUS Funds Management Limited (ABN 24 060 920 783) in its capacity as responsible entity of the DEXUS Property Group.

DEXUS RE Information has the meaning in clause 5.3(a).

DEXUS Securities means stapled securities of the DEXUS Property Group comprised of one unit in each of DIT, DOT, DDF and DXO which securities will be quoted and rank equally with all other DEXUS stapled securities on issue.

DIT means DEXUS Industrial Trust (ARSN 090 879 137).

DOT means DEXUS Office Trust (ARSN 090 768 531).

Duty means any stamp, transaction or registration duty or similar charge imposed by any Governmental Agency and includes any interest, fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Tax.

DXO means DEXUS Operations Trust (ARSN 110 521 223).

Encumbrance means any mortgage, lien, charge, pledge, assignment by way of security, security interest, title retention, preferential right or trust arrangement, Claim, covenant, profit a prendre, easement or any other security arrangement or any other arrangement having the same effect.

Entity includes a natural person, a body corporate, a partnership, a trust and the trustee of a trust.

Equalisation Date means:

if the Offer Period closes and Bidder has not received acceptances $(a)$ under the Takeover Bid for 35.1% or more of CPA Securities, the date the Offer Period closes; or
if Bidder receives acceptances of 35.1% or more of CPA Securities $(b)$ under the Takeover Bid, the day after the later of the day on which:
Bidder first receives acceptances of 35.1% or more under the $(i)$ Takeover Bid; and
DEXUS RE becomes the registered holder of 14.9% of CPA $(ii)$ Securities,

or any earlier or later date as DEXUS RE, CPPIB and Bidder jointly agree.

Exclusivity Period for either party means the period from and including the date of this agreement until and including the date which is 7 months from the date of this agreement.

Financial Advisor has the meaning given in clause 12.2(b).

FIRB means Foreign Investment Review Board.

Forward Contract means a forward contract entered into between DEXUS RE and Deutsche Bank AG dated 25 July 2013.

Governmental Agency means any government or any governmental, semi governmental, statutory or judicial entity, regulatory body, agency or authority, whether in Australia, or elsewhere, including any self regulatory organisation established under statute or otherwise discharging substantially public or regulatory functions (including ASIC and the Takeovers Panel), and the ASX or any other stock exchange.

GST means a goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (crh),

GST Law has the same meaning as ìn the GST Act.

Offer means each offer to acquire a CPA Security to be made in connection with the Takeover Bid.

Offer Perlod mêans the period that the Otfer will be open for acceptance under the Takeover Bid.

Post-Equalisation Obligation has the meaning given in clause 3.2{e),

Procedurat Announcement has the meaning given in clause 4'4(b)(ii)

Process Agreement means lhe process agreement between DEXUS RE' CPPIB anO Clr¡lt dated I November 2013 and subsequently terminated on 25 November 2013.

PwC means PricewaterhouseOoopers Securities Ltd.

Refinancing obligation means that amount of funding necessary to repay all financs debi in place as at the date upon which the Bidder acquires 100% of the CPA Securities. For the purposes of this definition, 'finance debt" refers to all finance facilities, derivatives, loan notes and other debt securities entered into or issued by CMIL in its capacity as responsible entity of CPA'

Related Body Corporate has the meaning given in section 50 of the Corporations Act, interpreted so that the definition given to "Subsidiary" in this agreement applies.

Felevant lnterest has the meaning given in sections 608 and 609 of the Corporations Act.

Relevant Trust has the meaning given in clause 8.2.

Relevant Trustee has the meaning given in clause 8'2.

Representative means any person acting for or on behalf of a party including any Controlled Entity or any director, officer, employee, agent or professional advisor of a party or a Controlled Enlity.

Subsidiary has the meaning given in lhe Corporations Act, but so that:

(a) an Entity will also be taken to be a subsidiary of anolher Ent¡ty ¡f it is Controll-ed by thal Entity (as 'control' is defined in section 50AA of the Corporations Act, but disregarding sectîon 5oAA(4));
(b) a lrust may be a Subsidiary, for the purposes of which a unit or other beneficial interest will be regarde d as a share; and
(c) an Entity may be a Subsidiary of a trust if it would have been ^a Subsidiary if that trust were a corporalion,

Takeover Bid means an off-market takeover bid to be made by Bidder for CPA Securities, as refened to in the Agreed Announcement.

Tax means any tax, levy, charge, impost, fee, deduction' goods and services tax, compulsory loan or withholding, that is assessed, levied, imposed or.collected by any Goverirmental Agency and includes any Înterest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above but excludes Duty.

Transactlon Costs has thê meaning given in clause 12'2(c)'

1.3 lnterprelation

ln this agreement headings are inserted for convenience and do not affect the intàrpretátion of this agreément and unless the contrary intention appears:

(a) a reference to this agreement or an-other instrument includes any variation or replacement of any of them;
lb) a reference to a statute, ordinance, code or other law includes regulationsandotherinstrumentsunderitandconsolidations, añendments, re-enactments or replacements of any of them;
(c) the singular includes the plural and vice versa;
the word 'person' includes a firm, a body corporate, an unincorporated association or an authoritY; (d)
a reference to a person includes a reference to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns; (e)
if a period of time is specified and dates from a given day or the day of an àct or event, it is to be calculated exclusive of that day; (f)
a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; (s)
if an act prescribed under this agreement to be done by a party on or by a given day is done after 5.00pm on that day, it is taken to be done on the next day; (h)
if an event must occur on a stipulaled day that is not a Business Day then the stipulated day will be taken to be the next Business Day; (i)
a reference to time is a reference to Sydney time; 0)
a reference to any thing (including any amount) is a reference to the wnote and each fart oiit'and a reference to a group of persons is a reference to any one or more of them; (k)
a reference to a Part, clause' Par reference to a part and clause of schedule to, this agreement and any attachment, exhibit and schedule; (l)
a reference to \$ or A\$ is to AustralÍan currency unless denominated otherwise;and (m)
^aterm defined in the corporations Act shall have the same meaning in this agreement. (n)

Incluslve expresslons 1.4

specifying anything in this agreement after the words 'including" 'includes' or'for ãiàrfílé'-ot similar-expressiõns does not limit what else is included unless there is express wording to thê conlrary.

2 The Takeover Bid

(a) Each party inevocably and unconditionally authorises DEXUS RE to release the Agreed Announcement to the ASX immediately following signing of this agreement and DEXUS RE must do so.
(b) Upon release of the e with paragraph (a), each this agreement, to abide by the term o Proceed with the implementation ol the Takeover B¡d'

3 Takeover Bid funding arrangements

3.1 lnltlal subscrlptlon by DEXUS RE and CPPIB

As soon as reasonably practicable after the date of this agreement and, ín any event, before the first day ot the Otfer Period:

(a) DEXUS RE will ensure a Related Body Corporate ("DEXUS Nomlnee Unitholde/'):
(i) subscribes for 50 Bid Trust Units;
delivers to Bidder an application for 50 Bid Trust Units duly completed and executed by DEXUS RE; (i)
(i¡i) pays to Bidder \$50 in immediately available lunds, being the subscription price lor 50 Bid Trust Units; and
(iv) agrees to be bound by the trust deed of Bid Trust upon the issuance of 50 Bid Trust Units.
(b) CPPIB will ensure that a Related Body Corporate ("CPPIB Nominee Unitholder"):
(D subscribes for 50 Bid Trust Units;
(i¡) delivers to Bidder an applicatÌon for 50 Bid Trust Units duly completed and executed bY CPPIB;
(iii) pays to Bidder \$50 in immediately available funds, being the subscriptîon price for 50 Bid Trust UnÍts; and
(iv) agrees to be bound by the trust deed of Bid Trust upon the issuance of 50 Bid Trust Units,
Subject to DEXUS RE complying with ils obligations under paragraph (a), Bidderwill: (c)
(i) issue 50 Bid Trust Units and deliver to the DEXUS Nominee Unitholder, a unit holding statement in respect of 50 Bid Trust Units; and
(ii) register the DEXUS Nominee Unitholder ín Bid Trust's register of members as the registered holder of 50 Bid Trust Units'
(d) Subject to CPPIB complying with its obligations under paragraph (b), Bidder will:
issue 50 Bid Trust Units and deliver to the CPPIB Nominee $(i)$ Unitholder, a unit holding statement in respect of 50 Bid Trust Units: and
register the CPPIB Nominee Unitholder in Bid Trust's register of $(ii)$ members as the registered holder of 50 Bid Trust Units.

Further subscriptions and debt contributions by DEXUS RE and $3.2$ CPPIB

Subject to all of the defeating conditions of the Offer being fulfilled or $(a)$ freed, Bidder may require:
DEXUS RE to procure the DEXUS Nominee Unitholder to: $(i)$ and/or
CPPIB to procure the CPPIB Nominee Unitholder to, $(i)$

provide additional funds to Bidder in accordance with the terms of this clause 3.2.

Bidder may require the following funds to meet an obligation to acquire $(b)$ Bid Trust Units under the Takeover Bid by providing a written notice to the relevant party setting out each party's funding obligation:
from the DEXUS Nominee Unitholder, \$0.5149 for each CPA $(i)$ Security acquired prior to the Equalisation Date under the Takeover Bid; and
from the CPPIB Nominee Unitholder, \$0.7338 for each CPA $(ii)$ Security acquired prior to the Equalisation Date under the Takeover Bid.
On the Equalisation Date, the parties must take the following actions: $(c)$
if Bidder has received acceptances under the Takeover Bid of $(i)$ less than 35.1% then:
- Bidder will determine to repay 50% of any loan $(A)$ outstanding between the CPPIB Nominee Unitholder and Bidder as at 12:01am on the Equalisation Date (out of the funds provided under paragraph (B) below); and
- DEXUS RE must procure that the DEXUS Nominee $(B)$ Unitholder provides that amount of funding to Bidder as will ensure that the DEXUS Nominee Unitholder has provided the same amount of funding as the CPPIB Nominee Unitholder as at 12:01am on the Equalisation Date (not including the amount to be repaid under paragraph (A) above); and
- if Bidder has received acceptances under the Takeover Bid of equal to or greater than 35.1%, then:

$(ii)$

DEXUS RE must procure that the DEXUS Nominee $(A)$ Unitholder provides funding valued at \$437,038,000 to Bidder. DEXUS RE must satisfy this obligation by procuring the transfer of 350,000,000 CPA Securities to Bidder;

CPPIB must procure that the CPPIB Nominee Unithotder provides to Bidder an amount of funds as will ensure that the CPPIB Nominee Unitholder has provided the same amount of funding as the DEXUS Nominee Unitholder as at 12:01am on the Equalisation Date, including the \$437,038,000 in CPA Securities transferred by DEXUS RE to Bidder in accordance with sub-paragraph (A) (less the amount to be repaid as described under paragraph (C)); and

Bidder must repay the following amount of any loan outstanding as at 12:01am on the Equalisation Dat€ between the DEXUS Nominee UnÍtholder and Bidder (including the \$437,038,000 in CPA Securities transferred by DEXUS RE to Bidder in accordance with sub-paragraph (A)) as is calculated by the following formula:

{= 50%x(Y-Z)

Where:

the amount to be repaid; X=
\$437,038,000 l=
the value of any loan outstanding between CPPIB and Bidder as at 12:01am on the Equalisation Date (excluding the funding from CPPIB Nominee Unítholder in accordance with sub-paragraph (B)). 7_

All actions taken on lhe Equalisation Date in accordance with this subclause (c) will be taken to have occurred simultaneously at 12:01am on the Equalisation Date.

Until and including 12:01am on the Equalisation Date, Bidder may require funds from holders of Bid Trust Units for the purpose of paying any Transactíon Costs, as defined in and incurred in accordance with clause 12.2(c) and (d), on the following terms:
DEXUS RE and CPPIB must each fund 50% of the aggregate requíred funds notified under this clause 3.2(d); (¡)
Bidder must provide notice in writing to the parties of their funding obligations, lf a notice is given then: (ii)
- DEXUS RE must, or must procure, that lhe DEXUS Nominee Unitholder funds its notified funding obligation; and (A)
- CPPIB must, or must procure, that the CPPIB Nominee Unitholder funds its notified funding obligation; and (B)
(iii) any f unds provided for this purpose must be in the form of a loan to Bidder by DEXUS BE (or the DEXUS Nominee Un¡tholdêr) or CPPIB (or the CPPIB Nominee Unitholder) (as applicable) on the terms of clause 3.3(b).
From 12:01am on the Equalisation Date Bidder may require funds from holders of Bid Trust Units for the following purposes: (e)

(B)

(c)

(d)

to acquire any CPA Securities under the Takeover Bid or under $(1)$ any compulsory acquisition that occurs following the Takeover Bid:
to pay any Duty associated with the acquisition of CPA $(i)$ Securities:
to meet any Refinancing Obligation in existence on or following $(iii)$ the date that Bidder becomes entitled to proceed to compulsory acquisition provided that funds can only be required to meet a Refinancing Obligation after the Bidder has compulsorily acquired 100% of CPA Securities following the Takeover Bid: and
to pay any Transaction Costs, as defined in and incurred in $(iv)$ accordance with clause 12.2(c) and (d),

(each a "Post-Equalisation Obligation").

Bidder may require funds to meet a Post-Equalisation Obligation by providing notice in writing to the parties of their funding obligations. If a notice is given then:

DEXUS RE must, or must procure, that the DEXUS Nominee $(v)$ Unitholder funds 50% of all Post-Equalisation Obligations; and
CPPIB must, or must procure, that the CPPIB Nominee $(v_i)$ Unitholder funds 50% of all Post-Equalisation Obligations.

$(f)$

DEXUS RE must comply with its obligations under this clause 3 to procure the payment for CPA Securities acquired under the Takeover Bid or as a consequence of compulsory acquisition, in part, by procuring the issuance of 0.4516 DEXUS Securities for each CPA Security to be acquired. Bidder agrees that the value of any DEXUS Security issued under this clause 3 will be \$1.05.

Characterisation of contributions $3.3$

All funds contributed under clause 3.2 will be characterised as specified in clause 3.2, and otherwise will be characterised as either:

an extra capital contribution to units on issue in Bid Trust by either the $(a)$ DEXUS Nominee Unitholder or the CPPIB Nominee Unitholder (as relevant); or
as a loan to Bidder by DEXUS RE (or the DEXUS Nominee Unitholder) $(b)$ or CPPIB (or the CPPIB Nominee Unitholder) (as applicable) on the following terms:
no interest is payable; $(i)$
the loan balance is repayable 12 months from the date that the $(ii)$ first contribution is made under clause 3.2;
the loan balance is repayable as a debt, and in priority to any $(iii)$ redemption proceeds payable on units in Bid Trust (such that any loan must be repaid before an obligation to pay redemption proceeds is satisfied); and
any loan balance, or part thereof, may be capitalised in $(iv)$ accordance with the terms of this agreement or otherwise by the

agreement of all parties. lf a loan balance is capitalised then it wilt be taken to be an extra capital conlribution to units on issue in Bid Trust to the relevant party.

The characterisation of contributions will be undertaken by Bidder ín the following manner:

at all times, the capital contributions on units held by the DEXUS Nomínee Unitholder and the CPPIB Nominee Unitholder are to be equal; (c)
accordingly, to lhe extent of any excess contribution, that contribution w¡ll be treated as a loan in accordance with paragraph (b); and (d)
on or after the Equalisation Date, once Bidder, DEXUS RE and CPPIB are sat¡sfied that there are no further Post-Equalisation Obligations, Bidder will capitalise any loan balance then outstanding (provided that both before and after that capitalisation, the capital contributions of all unitholders in Bid Trust are equal). Capitalisation will occur in lhe following way: (e)
(i) Bidder willdetermine to repay loans outstanding from DEXUS Nominee Unitholder and CPPIB Nominee Unitholder;
(ii) DEXUS Nominee Unitholder and CPPIB Nominee Unitholder will each direct Bidder to apply the repayment as an extra capital contribution to units on issue in Bid Trust by either the DEXUS Nominee Unitholder or the CPPIB Nominee Un¡tholder (as relevant);and
(Íii) Bidder wíll effect the capitalisation by recording in its books, the reduclion in the loan balance and increase in capilal noted at sub-clause (ii).

3.4 Rlghts and ranklng

All Bid Trust Units issued to any party under this clause 3 will:

(a) be issued as fully paid;
(b) be issued free of all Encumbrances; and
(c) rank equally in all respects with all other units on issue.

4 Conduct of the Otfer

4.1 Substantlalholdernotifications

The parties will co-operate with each other to make the disclosures required by, and within tho time limits prescribed by, Part 6C.1 of the Corporations Act.

4.2 Conduct of the offer

(a) The parties will work together to implement the Offer and to formulate the negotìation strategy regarding the Offer.
(b) Bidder will ensure representatives of DEXUS RE and CPPIB will have the opportunity to:
(ii) participate in material meetings with CMIL and / or with CPA's major unithotders; and
(i¡i) access any further due diligence information provided by oMIL.
(c) Each party will províde regular updates to the other parties on any material developments in relation to:
(iv) any discussions and negot¡at¡ons with CMIL and i or with CPA's major unitholdersi and
(v) the progress of the Offer generally.
(d) Except to the extent otheru¡se provided for, in, this agreement, the parties will be ioinlly of the Takeover Bid and for making all mate the Offer.

4.3 Reserved decisions in respect of the Offer

The Bidder must not without the prior written consent of DËXUS RE and CPPIB:

(a) free the Offer from any condit¡on;
(b) waive an Offer condition;
(c) vary the terms of the Otfer or any Offer condition;
(d) consent to any variation of, or ght of Bidder under, any contract relating to the avoÌdance of àòun, anú bid implementation idder and CMIL; or
(e) extend the Offer Period.

4.4 Public announcements

(a) Bidder will prepare all public announcements relating to the offer, except for the Agreed Announcement.
(b) Except to thê extent required by law or the rules of any relevant stock -' exchänge, Bidder shall not make any public announcements relating to the Offer, excePt for:
(i) the Agreed Announcement;and
Announcement)'

consideration to any comments made by DEXUS RE and CPPIB on the announcement.

(c) Except to the êxtent required by law or the rules ol any relevant stock exchange, DEXUS RE shall not, and DEXUS RE shall procure that none of its Related Bodies Corporate shall, make any public announcements relating to the Otfer (except for the Agreed Announcement or a Procedural Announcement) without the prior wrítten consent of CPPIB and Bidder. lf DEXUS RE or a Related Body Corporate of DEXUS RE proposes to make any public announcement relating to the Offer because it is required to do so by law or the rules of any relevant stock exchange, DEXUS RE shall provide Bidder and CPPIB with a reasonable opporlunity to review and comment on the announcement, having regard to the urgency of its release, and give reasonable consíderation to any comments made by CPPIB and Bidder on the announcement.
Except to the extent required by law or the rules of any relevant stock exchange, CPPIB shall not, and CPPIB shall procure that none ol its Related Bodies Corporate shall, make any public announcements relating to the Otfer (except for the Agreed Announcement) without the prior written consent of DEXUS RE and Bidder. lf GPPIB or a Related Body Corporate of CPPIB proposes to make any public announcement relating to the Offer because it is required to do so by law or the rules of any relevant stock exchange, CPPIB shall provido Bidder and DEXUS RE with a reasonable opportunity to review and comment on the announcement, having regard to the urgency of its release, and give reasonable consideration to any comments made by DEXUS RE and Bidder on the announcement. (d)

4.5 Dealings w¡th Governmental Agencies

(a) (Consents and approvals) Each party:

(i) will use its reasonable endeavours to obtain any consents or approvals required from any Governmental Agencies ín connection with this agreement or the Takeover Bid (including FIRB);
(ii) will provide all reasonable assistance to the other parties (as required) in connection with obtaining any of those consênts or approvals;
(iii) will not, and will ensure its Related Bodies Corporate and Associates do not, do anything intended to prevent or delay, or that would be reasonably likely to have the effect of preventing or delaying, any of those consents or approvals being given to any party; and
(iv) will consult w¡th each other party in good faith as to any applications or submissions to be made to Governmental Agencies and give reasonable consideration to all comments made on those applications or submissions.
(b) (No undertakings) Nothing in this clause 4.5 requires any party to give any undertakings to any Governmental Agency.

Compulsory acquisition 4.6

If Bidder has the right to compulsorily acquire any outstanding CPA $(a)$ Securities under Chapter 6A.1 of the Corporations Act, Bidder must exercise that right.
Bidder must keep DEXUS RE and CPPIB reasonably informed of the $(b)$ progress of, and all material actions and developments in relation to, the compulsory acquisition process.

$4.7$ Other information

Notwithstanding any other obligation, restriction or limitation in this agreement, DEXUS RE and CPPIB must provide all information to Bidder that Bidder reasonably requests to enable it to comply with any obligation under the law or the ASX Listing Rules that arises as a result of Bidder making the Takeover Bid.

Bidder's Statement 5

$5.1$ Preparation

As required by the Corporations Act, Bidder must prepare, lodge and $(a)$ serve the Bidder's Statement.
Bidder will: $(b)$
prepare the Bidder's Statement in consultation with DEXUS RE $(i)$ and CPPIB:
provide DEXUS RE and CPPIB with a reasonable opportunity to $(ii)$ review and comment on drafts of the Bidder's Statement; and
give reasonable consideration to all comments made by DEXUS $(iii)$ RE and CPPIB on drafts of the Bidder's Statement.

$5.2$ Compliance

Each party must take all reasonable steps to ensure that the Bidder's Statement is not misleading or deceptive in any material respect (whether by omission or otherwise) and complies with the requirements of all applicable laws and regulations including:

the Corporations Act; $(a)$
the ASX Listing Rules; $(b)$
ASIC Regulatory Guides; and $(c)$
Takeovers Panel Guidance Notes. $(d)$

DEXUS RE Information $5.3$

DEXUS RE must provide to Bidder all information relating to DEXUS RE $(a)$ and its Related Bodies Corporate which is required to be included in the Bidder's Statement ("DEXUS RE Information"), including a description of itself, its arrangements for satisfying its funding obligations under clause 3 of this agreement and information about DEXUS Securities and its intentions in relation to CPA.

(b) Bidder musl not lodge the Bidder's Statement with ASIC unless and unt¡l Bidder receives from DEXUS RE a duly completed and signed consent to be named ¡n the Bidde/s Statement in accordance with section 636(3) of the Corporations Act ¡n connection with:
(D the DEXUS RE lnformation;and
(ii) Bidde/s intentions with respect to CPA (noting that DEXUS RE' CPPIB and Bidder willjoÎntty agree the intentions 1o bê sêt out in the Bidder's Statement).

DEXUS RE shall not unreasonably withhold or delay the giving of that consent.

5.4 CPPIB lnformation

(a) C ts Rbe ina description of itself , the arrangements for sat¡sfying the funding obligaiions of CPPIB under clause 3 of this agreement and its intentions in relation to CPA.
(b) Bidder must not lodge lhe Bidder's statement with ASlc unless and unlil Bidder receives from oPPIB a duly compleled and signed consent to be named in the Bidder's Statement in accordance with section 636(3) of the Corporations Act in connection wilh:
(i) the CPPIB lnformation;and
(¡i) Bidder's intentions with respect to CPA (noting that DEXUS RE, CPPIB and Bidder willjointly agree the intentions to be set out in the Bidde/s statement).

CPPIB shall not unreasonably withhold or delay the giving of that consent.

Statements in the Bidder's Statemenl 5.5

(a) DEXUS RE acknowledges that the Bidde/s Statement wÍll include ^a statement to the effect that DEXUS RE takes responsibility for the DEXUS RE lnTormation and that neither Bidder, CPPIB nor any Related Body corporate of cPPIB is responsible for the DEXUS RE lnformation contained in the Bidde/s Stalem€nt.
Statement.
(c) CPPIB acknowledges that the Bidde/s Statement will include ^a statement to the effect that CPPIB takes responsibility for the cPPIB lnformation and that neither Bidder, DEXUS RE nor any Related Body Corporate of DËXUS RE is responsible for the CPPIB lnformation conta¡ned in the Bidde/s Statement.
(d) To the extent permitted by law, CPPIB indem ^S RE from and against any and all claims, actio liabilities, costs, expenses or payments of wh ver

arising, which DEXUS RE or Bidder may suffer or incur by reason of or in relation to the CPPIB Information contained in the Bidder's Statement.

Updating information 5.6

CPPIB and DEXUS RE must each take all reasonable steps to ensure $(a)$ that the Bidder's Statement is updated by all further or new information which may arise after the Bidder's Statement has been issued which is necessary to ensure that it is not misleading or deceptive in any material respect (whether by omission or otherwise), including by providing details of any relevant information to Bidder as soon as possible.
Bidder must provide DEXUS RE and CPPIB with a reasonable $(b)$ opportunity to review and comment on drafts of any supplementary bidder's statement and must give reasonable consideration to all comments made by DEXUS RE and CPPIB on drafts of any supplementary bidder's statement.

5.7 Standstill

Each party represents and warrants that, so far as it is aware, as at the $(a)$ date that is 2 Business Days before the date of this agreement, neither it, nor any of its Associates in relation to CPA, has a Relevant Interest in CPA Securities which in aggregate exceeds:
in the case of DEXUS RE and Bidder, 14.9% of the total issued $(i)$ CPA Securities:
in the case of CPPIB, 0% of the total issued CPA Securities $(ii)$ (disregarding for these purposes any pre-existing Association between CPPIB and DEXUS RE in relation to CPA).

$(b)$

Subject to clause 5.7(b)(ii), other than in accordance with the $(i)$ Takeover Bid or as a consequence of compulsory acquisition, each party undertakes to the others that it will not, and that none of its Controlled Entities will, acquire any Relevant Interest in CPA Securities during the applicable Exclusivity Period without the prior approval of the other party, except as otherwise disclosed in writing to the other parties or to the ASX prior to the date of this agreement.
Clause 5.7(b)(i) does not apply to any acquisition, agreement, $(ii)$ arrangement or understanding undertaken or entered into by a CPPIB Investee which CPPIB does not have awareness of or does not have the authority to prevent or is not taken with CPPIB's consent, solicitation, initiation or encouragement. CPPIB's obligations under clause 5.7(b)(i) in respect of an acquisition, agreement, arrangement or understanding by a CPPIB Investee which CPPIB has awareness of and the authority to prevent are limited to taking all reasonable steps within its control to prevent the relevant action.
Each party acknowledges that, as a result of this agreement and the $(c)$ Takeover Bid they may possess or come to possess "inside information" within the meaning of Part 7.10, Division 3 of the Corporations Act. Each party undertakes that it will not, and will ensure that its Representatives in possession of that "inside information" do not:
deal, or cause or procure another person to deal, in; or $(i)$

(ii) otherwise engage in any conduct (or cause or procure any other person to engage in any conduct) in relation to,

any securities where to do so would amount to a breach of any of the provisions of Part 7.1 0 of thê Corporations Act.

(d) Bidder and CPPIB each acknowledge that as a result of this agreement and section 608(8) of tho Corporations Act, they have acquired a Relevant lnterest in all CPA Securities in which DEXUS RË has a Relevant lnterest.
Clause 5.7(bxi) does not apply to DEXUS RE in the following circumstances: (e)
DEXUS's Relevant lnterest changes as a result of actions by its counterparty under the Forward Contract; and (i)
(ii) DEXUS RE acquiring CPA Securities in accordance with the terms of the Forward Contract.

5.8 DEXUS deallngs ln CPA Securltles

(a) lf Bidder acquires 35.1% of C ver Bid and, on the date it first do holderof 14.9%oÍ CPA Secu it will take all steps necessary to ensure that it takes delivery of CPA securities under the Forward contract on the earliest possible future datê in accordance with the terms of that contract. For the purposes of procuring compliance with thís sub-clause (a) althe earliest possible date, OEXUS RE will monitor acceptances of CPA Securities under the Takeover Bid.
(b) Other than in accordanco wilh thg terms of this agreement or any other agreement between the parties, if DEXUS RE acquires 14,9% of CPA Securities under the Forward Contract then it must:
(i) dispose of its CPA Securities consistently with any disposal by Bidder, and not otherwise dispose of or encumber any CPA Securities, or any legal or beneficial interest in any CPA Securities; and
(ii) exercise all voting rights altaching to those CPA Securities consistently with the manner in which Bidder exercises those rights,

unless DEXUS Nominee Unitholder, CPPIB lnvestee and the Bidder otherwise agree.

6 Exclusivity arrangements

6.1 Excluslvlty

From the dats of this agreement and untilthe end of tho Exclusivity Period, each party must:

(a) ensure that neither it nor any of its Representalives:
(i) solicits, invites, facilitates, encourages or initiates any enquiries, negotiations or discussions; or

(ii) communicates any ¡ntenlion to do any of these things'

with a view to obtaining any offer, proposal or expression of interest from any person in relation to a Competing Transaction;

(b) ensure that neither it nor any of its Representatives:
0 negotiates or enters into; or
(¡D participates in negotiations or discussions with any other person regarding,

, even if that person's Competing Transaction facilitated, encouraged or initiated by that party ves or the person has publicly announced the Competing Transaction; and

oromptly inform the other parties if it or any of its Representatives is äpprdaineA by a thírd party with or in respect of a Competing äänsaction and, it reqüest'ed by any of the other parties, must provide in writing to that other Party: (c)
(i) the identity of the third party: and
(ii) detaíls of:
- (A) the Competing Transaction made by the third pafty making the approach; and
- (B) any discussions with the third party in respect of the Competing Transaction,

6.2 Representation

nt, other id, it and spect oi

7 Termination

7.1 Termination

subject to clause 7.2, this agreement wìll terminate automatícally and with ¡mnieO¡ate etfect if not all of the defeating conditions to the Offer have either been freed or fulfilled by the end of the Offer Period'

7.2 Effect of termination

lf this agreement is terminated under this clause 7 then:

(a) oach party is released from its obligations to further perform its -' outigations under this agreement, except those expressed to sulive termination;
(b) each party relains the rights it has against the others in respect of any breacir ofihis agreement occurring before termination; and

(c) the rights and obligations of each party under clauses 1, 4'1, 4.4, 5.8, 6, 7, 9, 1 0, 1 3, 14 and 1 5 will continue independently f rom the other obligations of the parties and survive terminatÌon of thís agreement.

I Warranties

8.1 Mutual warranties

Each party represents and warrants to each othor party as at thê dato of this agreement and on each day until the end of the offer Period (each inclusive) that:

(a) (validly existing) it is a validly existing corporalion registered underthe laws of its place of incorPoration;
(b) (authority) the execution and delivery of this agreement has been properly authorised by all necessary corporate action by it;
(c) (power) it has full corporate power and lawful authority lo execute' deliver and perform this agreement and to consummate and perform or cause to be performed its obligations under this agreement in accordance with its terms;
(d) (blndlng obllgations) subject to laws generally affecting creditors' rights and lhe principles of equity, this agreement constitutes legal, valid and bínding obligations on it; and
(e) (no default) this agreement does not conflict with or resull in the breach of or a default under any provision of its constitution or any writ, order or injunction, judgment, law, rule or regulation to which it is party or subiect or by which it is bound,

8.2 Warranties by a Relevant Trustee

To lhe extent a party of a trust ("Relevant Trusl"), the Relêvant to each other pafty' in relation to the Releva ments of the Relevant Trust, aS at the date of this agreement and on each day until the end of the Offer Period (each ínclusive) that:

(a) (trust power) it is empowered by the constituent documents of the Relevant Trust to enter into and perform its obligations under this agreement;
(b) (trust authorisations) all necessary resolutions have been duly passed and all consents, approvafs and olhor procedural matters have been obtained or attended to as required by the constituent documents of the Relevant Trust for it lo enter into and pedorm this agreement;
(c) onslble entity) it is the s ble Trust (as the cass may b no to remove it as a trustee
(d) (no termination) the Relevant Trust has not been terminated, nor has any event for the vesting of the assets of the Relevant Trust occurred;
(right of indemnity) it has a right to be indemnified out of the assets of the Relevant Trust in accordance with the law of trusts and the indemnity set out in the trust deed ol the Relevant Trust. lts right of indemnity out of, and lien over, the assets of the Relevant Trust for any liability incurred (e)

by it in properly performing or exercising any of its powers or duties in relation to the Relevant Trust are not under any express limitation. except for any limitation imposed by law; and

(no breach) it is not in breach of the terms of the trust deed of the $(f)$ Relevant Trust and the execution, delivery and performance of, and assumption of any liability under, this agreement will not cause it to be in breach of or default under the terms of that trust deed.

Reliance on representations and warranties 8.3

Each party acknowledges that no party (nor any person acting on its $(a)$ behalf) has made any representation, warranty or other inducement to it to enter into this agreement, except for representations, warranties or inducements expressly set out in this agreement.
Each party acknowledges and confirms that it does not enter into this $(b)$ agreement in reliance on any representation, warranty or other inducement by or on behalf of any other party, except for any representation, warranty or inducement expressly set out in this agreement.

Notification 8.4

Each party will promptly advise the other parties in writing if it becomes aware of any fact, matter or circumstance that constitutes or may constitute a breach of any of the representations and warranties given by it under this agreement.

Independent warranties 8.5

Each of the representations and warranties in this agreement is to be construed independently of the others and is not limited by reference to any other representation or warranty.

$9$ Confidentiality

Each party acknowledges and agrees that it continues to be bound by $(a)$ the Confidentiality Agreement in respect of all information received by it from the other party before or after the date of this agreement.
The rights and obligations of the parties under the Confidentiality $(b)$ Agreement survive termination of this agreement.

DEXUS limitation of liability 10

Limitation of DEXUS RE liability $10.1$

DEXUS RE enters into this agreement only in its capacity as responsible entity of DDF, DIT, DOT and DXO and in no other capacity. References to DEXUS RE in this agreement are references to DEXUS RE its responsible entity capacity only. Subject to clause 10.2, and to the extent permitted by law:

a liability to any person arising under or in connection with this $(a)$ agreement is limited to and can be enforced against DEXUS RE only to the extent to which it can be satisfied out of the property of DDF, DIT, DOT and DXO, out of which DEXUS RE is actually indemnified for the liability; and

(b) DEXUS RE is not liable in its personal capacity in contract' tort or olherwise for any loss suflered in any way relating lo DDF, DlT, DOT or DXO except 1o the extent that the corporations Act or the const¡tutions of DDF, DlT, DOT or DXO impose a liability of that nature.

10.2 Except¡ons to DEXUS RE llmltatlon of llablllty

clause 10.1 does not apply to any obligation or liability of DEXUS RE to the extent thal it is not satisfied because, under the DDF, DlT, DOT and DXO constitutions or by operation of law, there is a reduction in the extent, or elimination, of DEXÚS RE's indemnification out of the assets DDF, DlT, DOT and DXO as a resull of DEXUS RE's fraud' negligence or breach of trust.

¹¹ Bidder limitation of liabilitY

Limitation of Bidder liabilitY 11.1

Bidder enters into this agreement only in its capacity as trustee of the Bid Trust and in no other capacity. References to B¡dder in this agreemênt are refsrences to Bidder ¡n its trustee capacily only. Subject to clause 1'1.2, and to the extent permitted by [aw:

(a) a liability to any person arising under or in connection with this agreemânt is timited to and can be enforced against Bidder only to the eitent to which it can be satisfíed out of the property of lhe Bid Trust, out of which Bidder is actually indemnified for the liabìtity; and
(b) Bidder is not liable in its personal capacity in co¡tract, tort or otherwise for any loss suffered in any way relating to the Bid Trust except to the extent that the corporations Act or the constitutions of the Bid Trust impose a liability of that nature.

11.2 Except¡ons to Bidder llmitation of llabllity

Clause 11.1 does not apply to any obligation or liability of Bidder to the extent that it ¡s not satisfied because, under the Bid Trust's const¡tution or by operalion of law, there is a reduction in the extent, or elimination, of Bidder's indemnification out of the assets of the Bid Trust as a result of Bidder's fraud, negligence or breach of trust.

Duties, costs and expenses 12

Dulies 12.1

Bidder must pay all Duty in respect of the execution, delivery and performance of this agreement, unless otherwise provided for ín this agreement'

12.2 Costs

(a) DEXUS RE and CPPIB agree to appoint the following to act as theír ioint advisers (each an "Advisor"):
(i) King & Wood Mallesons, as legal advisor;
(i¡) Deloitte and KPMG, as tax advisor; and
(iiD PwC, as accounling advisor.
DEXUS and CPPIB have each separately appointed their own financial $(b)$ advisors (each a "Financial Advisor").
It is acknowledged that the parties will incur or have incurred costs and $(c)$ expenses in relation to the Offer including, but not limited to, legal, tax, property, registry and accounting due diligence costs ("Transaction Costs"). For the avoidance of doubt, Transaction Costs will not include:
any costs or expenses incurred for services, including from any $(i)$ Advisor, which are not provided for the benefit of the Consortium but for the benefit of one of the members of the Consortium (including, without limitation, in relation to the transfer of management rights in respect of CPA);
costs or expenses in respect of the issuance of DEXUS $(ii)$ Securities (which costs or expenses will be borne by DEXUS RE); and
Financial Advisor fees (which will be borne by the party that $(iii)$ appointed the relevant Financial Advisor).
All Transaction Costs will be borne equally between the parties, will be $(d)$ funded in accordance with clause 3.2(d)(iii) and, subject to any agreement of the parties otherwise, must be agreed by each party prior to the cost or expense being incurred.

GST 13

Definitions $13.1$

Words used in this clause 13 that have a defined meaning in the GST Law have the same meaning as in the GST Law unless the context indicates otherwise.

$13.2$ GST

Unless expressly included, the consideration for any supply under or in $(a)$ connection with this agreement does not include GST.
To the extent that any supply made under or in connection with this $(b)$ agreement is a taxable supply (other than any supply made under another agreement that contains a specific provision dealing with GST), the recipient must pay, in addition to the consideration provided under this agreement for that supply (unless it expressly includes GST) an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply. The recipient must pay the additional amount at the same time as the consideration to which it is referable.
If an adjustment event arises in respect of a taxable supply made by a $(c)$ supplier under or in connection with this agreement, the amount payable by the recipient under sub-clause (b) will be recalculated to reflect the adjustment event and a payment will be made by the recipient to the supplier or by the supplier to the recipient as the case requires.

Tax invoices $13.3$

The supplier must deliver a tax invoice or an adjustment note to the recipient before the supplier is entitled to payment of an amount under clause 13.2 The recipient can withhold payment of the amount until the supplier provides a tax invoice or an adjustment note, as appropriate..

13.4 Reimbursements

Where a party is required under this agreement to pay or reimburse an expense or outgoing of another party, the amount lo be paid or reimbursed by the first party will be the sum of :

(a) the or outgoing less any input tax credits in res utgoing to which the other party, or to which the for a GST group of which the other party is ^a member, is entitled; and
(b) if the payment or reimbursement is subject to GST, an amounì equal to that GST.

13.5 No merger

This cfause 13 wÍtf not merge on the completion of this agreement'

14 Notices and other communications

14.1 Form - all communical¡ons

Unless expressly stated otherwise in this agreement, all notices, certificates, consents, approvafs, waivers and other communications in connection with thÌs agreement must be:

(a) in writing;
signed by the sender (if an individual) or an Authorised Officer of the sender; and (b)
marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified. (c)

14.2 Form - communications sent by email

(a) Communications sent by email need not be marked for attention in the way stated in clause 14,1. However, the email:
(i) must state the first and last name of ths sender; and
(ii) must be in plain text format or, il attached to an email, must be an Adobe Portable Document Format (pdf) file.
(b) Communications sent by email are taken to be signed by the named sender.

14.3 Delivery

Communications must be:

(a) left at the address set out or referred to in the Details; or
(b) sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in the Details; or
(c) sent by fax to the fax number set out or referred to in the Details; or
(d) sent by email to the address set oul or referred to in the Details; or

given in any other way permitted by law. $(e)$

However, if the intended recipient has notified a changed address, fax number or email address, then communications must be to that address, fax number or email address.

When effective 14.4

Communications take effect from the time they are received or taken to be received under clause 14.5 (whichever happens first) unless a later time is specified.

When taken to be received 14.5

Communications are taken to be received:

if sent by post, 3 days after posting (or 7 days after posting if sent from $(a)$ one country to another); or
if sent by fax, at the time shown in the transmission report as the time $(b)$ that the whole fax was sent; or
if sent by email; $(c)$
when the sender receives an automated message confirming $(i)$ delivery; or
the time of hand delivery or deemed delivery under clause $(ii)$ 14.5(a) or 14.5(b) above as relevant, whichever happens first,

whichever happens first.

Receipt outside business hours 14.6

Despite clauses 14.4 and 14.5, if communications are received or taken to be received under clause 14.5 after 5.00pm in the place of receipt or on a non-Business Day, they are taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified.

15 General

Discretion in exercising rights $15.1$

A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this agreement expressly states otherwise.

Failure to exercise rights $15.2$

Except as otherwise set out in this agreement, any partial exercise, failure to exercise, or delay in exercising, a right or remedy provided under this agreement or by law does not operate as a waiver or prevent or restrict any further or other exercise of that or any other right or remedy in accordance with this agreement.

No liability for loss 15.3

Except as otherwise set out in this agreement, a party is not liable for loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy that is available to it under this agreement.

15.4 Approvals and consenls

By giving its approval or consent a party does not make or give any warranty or representation as to any círcumstance relating to the subiect matter of the consent or approval.

Gonfllct of Interest 15.5

The parties' rights and remedies under this agreement may be exercised even it this involves aconflict of duty or a party has a personal interest in their exercise.

15.6 Remedles cumulatlve

The rights and remedies provided in lhis agreement are in addition to other rights and remedies given by law independently of this agreement.

15.7 Rlghts and obllgations arê unaffected

Rights given to the parties under this agreêment and the parties' liabilities under it are not affected by anything which míght olherwise affect them by law.

15.8 Varlallon and walver

A provísion of this agreement or a r¡ght crêated under it, may not be waíved or varied except in writing, signed by the party or parties lo be bound.

15.9 No merger

The warranties, undertakings and indemnities in this agreement do not merge on completion of the lransaction contemplated by the agreement.

15.10 Indemnities

The indemnities in this agreement are continuing obligations, independent from the other obligations of the parties under this agreement and continue after this agreement ends. lt is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this agreement.

1s.l1 Further steps

Each party agrees, at íts own expense, to do anything the other party asks (such as obtaining consents, signing and producing documents and getting documents completed and signed):

(a) to bind the party and any other person intended to be bound under this agreement; and
(b) to show whether the party is complying with this agreement.

15.12 Promptperformance

lf thís agreemenl specifies when the party agrees to perform an obligation, the party agrees to perform it by the time specified. Each parly agrees to perform all other obligations promptlY.

15.13 Certificates

One pady may give another parly a certificate about an amount payable or other matter in connection with this agreement. The certificate is sufficient evidence of the amount or matter, unless it ís proved to be incorrect.

15.14 Construction

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this agreement or any part of it.

15.15 Costs

The parties agree to pay their own legal and other costs and expenses in connection with the preparation, execution and completion of this agreement and other related documentation except for stamp duty.

15.16 Assignment

A party may not assign or otherwise deal with its rights under this agreement or allow any interest in them to arise or be varied in each case, without the consent of the other party.

Entire agreement $15.17$

This agreement constitutes the entire agreement of the parties about its $(a)$ subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.
Specifically, the parties agree and acknowledge that this agreement $(b)$ supersedes and terminates the Co-operation Letter on and from the time of entry into this agreement.
This agreement does not supersede the Confidentiality Agreement which $(c)$ continues to apply. However, to extent of any inconsistency between this agreement and the Confidentiality Agreement, this agreement prevails and applies.

Inconsistent law $15.18$

To the extent permitted by law, this agreement prevails to the extent it is inconsistent with any law.

15.19 Counterparts

This agreement may be executed in counterparts. All counterparts when taken together are to be taken to constitute one instrument.

Governing law 15.20

This agreement is governed by the law in force in the place specified in the Details. Each party submits to the non-exclusive jurisdiction of the courts of that place.

EXECUTED as an agreement.

Joint Bid Agreement

Schedule 1 - Agreed Announcement

[Announcement follows]

Joint Bid Agreement

Signing page

DATED: 11 December 2013

EXECUTED by DEXUS FUNDS MANAGEMENT LIMITED in its capacity as responsible entity of the trusts that comprise the DEXUS PROPERTY GROUP in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:

Signature of director

DARREN STEINBERG . . . . . . . . . . . . . . . . . . . . .......... Name of director (block letters)

. . . . . . . . . . . . . . . . . Signature of director/company

secretary JOHN CAMPBELL EASY

....................................... . . . . . . . . . .

Name of director/company secretary (block letters)

EXECUTED by CANANDA PENSION PLAN INVESTMENT BOARD

Witness

CSILE WILLIAN Name of witness (block letters)

. . . . . . . . . . . . . . . . . . . .

Signature of authorised representative

WSTIN ڊسسيل $\cdots$

Name of authorised representative

$\alpha$

EXECUTED by DEXUS FUNDS
MANAGEMENT LIMITED in its capacity as trustee of DEXUS
OFFICE TRUST AUSTRALIA in accordance with section 127(1) of the Corporations Act 2001 (Cwlth) by authority of its directors:

. . . . . . . . . . . . . . . . . . . . Signature of director

DARREN STEINBERG

....................................... Name of director (block letters)

. . . . . . . . . . . . . . . . . . . . Signature of director/company secretary

JOHN CAMPBELL EASY ............ . . . . . . . . . . Name of director/company secretary

(block letters)

$\lambda$

Joint Bid Agreement
11 December 2013

$\tau)$

$30$

AI assistant

DEXUS — M&A Activity 2013

64807_rns_2013-12-10_266408d6-8892-44ae-b6e8-2a5981ada789.pdf

ASX ANNOUNCEMENT

DEXUS and CPPIB off-market takeover offer to acquire all units in CPA

No action is required by CPA unitholders in relation to either offer at this time.

11 December 2013

Offer to acquire Commonwealth Property Office Fund (CPA) valued at \$1.27 per CPA unit

Summary of the DEXUS Offer

Rationale for DEXUS Offer

Key highlights of the DEXUS Offer

DEXUS Property Group (ASX: DXS)

DEXUS relevant interest in CPA

Facilitation payment

Offer to GPT Wholesale Office Fund (GWOF)

Joint Bid Agreement

Attachments

About DEXUS

About Canada Pension Plan Investment Board

Annexure A: Key conditions of the DEXUS Offer

Foreign Investment Approval – DEXUS Property Group and CPPIB

No Regulatory Action

No Material Acquisitions or Disposals

DEXUS Property Group (ASX: DXS)

CPA Convertible Notes

No Prescribed Occurrences

DEXUS Property Group (ASX: DXS)

ASX release

Annexure B: Facilitation services

KING&W@D MALLESONS

Joint Bid A,greement

King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 1 13 SydneY www.kwm.com Rel: DLF:DN:AXC 02-5507-0069

Joint Bid Agreement Contents

Joint Bid Agreement

Details

Joint Bid Agreement

General terms

Definitions, interpretation and agreement 1 components

Agreement components $1.1$

Definitions $1.2$

1.3 lnterprelation

Incluslve expresslons 1.4

2 The Takeover Bid

3 Takeover Bid funding arrangements

3.1 lnltlal subscrlptlon by DEXUS RE and CPPIB

Further subscriptions and debt contributions by DEXUS RE and $3.2$ CPPIB

(each a "Post-Equalisation Obligation").

Characterisation of contributions $3.3$

3.4 Rlghts and ranklng

4 Conduct of the Otfer

4.1 Substantlalholdernotifications

4.2 Conduct of the offer

4.3 Reserved decisions in respect of the Offer

4.4 Public announcements

4.5 Dealings w¡th Governmental Agencies

(a) (Consents and approvals) Each party:

Compulsory acquisition 4.6

$4.7$ Other information

Bidder's Statement 5

$5.1$ Preparation

$5.2$ Compliance

DEXUS RE Information $5.3$

5.4 CPPIB lnformation

Statements in the Bidder's Statemenl 5.5

Updating information 5.6

5.7 Standstill

5.8 DEXUS deallngs ln CPA Securltles

6 Exclusivity arrangements

6.1 Excluslvlty

6.2 Representation

7 Termination

7.1 Termination

7.2 Effect of termination

I Warranties

8.1 Mutual warranties

8.2 Warranties by a Relevant Trustee

Reliance on representations and warranties 8.3

Notification 8.4

Independent warranties 8.5

$9$ Confidentiality

DEXUS M&A Activity 2013

¹¹ Bidder limitation of liabilitY