DEXUS — Major Shareholding Notification 2013

Dec 10, 2013

ASX release

11 December 2013

Notice of change of interests of Substantial holder - CPA

DEXUS Property Group today lodged a change of interests of substantial holder in relation to its holding in Commonwealth Property Office Fund (CPA).

For further information please contact: Investor relations Media relations

David Yates T: +61 2 9017 1424 M: +61 418 861 047 E: david.yates@dexus.com

Martin Debelle	T: +61 2 9290 3033
Citadel	M: +61 409 911 189
	E: mdebelle@citadelpr.com.au

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)

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Commonwealth Property Office Fund ("CPA")
ACN/ARSN		ARSN 086 029 736
1. Details of substantial holder (1)
Name	This notice is given by DEXUS Funds Management Limited ("DXFM"), as responsible entity of DEXUS Office Trust. The notice is given by DXFM on behalf of itself and on behalf of each of its related bodies corporate ("DEXUS Subsidiaries") that are held by DXFM as an asset of the DEXUS Office Trust
ACN/ARSN (if applicable)	ACN 060 920 783
There was a change in the interests of the substantial holder on		11/12/13
The previous notice was given to the company on		3/12/13
The previous notice was dated		3/12/13

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid units	612,461,085 CPA units ("Units")	26.1%	350,000,000	14.9%
		This includes the	This arises under
	This includes the	14.9% arising under	the
	350,000,000 Units arising under the	the Arrangement.	Arrangement.
	arrangement set	The remainder of	Note, DXFM has
	out in Annexure A	DXFM's voting power	now given a
	to the Substantial	arises as a result of	notice requiring
	Holder Notice	its possible	delivery of Units
	lodged by DXFM on	association with CBA.	under the
	25 July 2013		Arrangement.
	("Arrangement").
			Accordingly, the
	The remainder of		obligation for
	DEXUS's votes arise as a result of its		DXFM to take, and the
	possible association		obligation for
	with		DBA to make,
	Commonwealth		delivery of Units
	Bank of Australia		under the
	Limited ("CBA")		Arrangement has
	(refer to the		now arisen.
	substantial holder
	Notice lodged by		DXFM has also
	DXFM on 12		amended the
	November 2013).		terms of the Arrangement.
			Refer to the
			document
			attached in
			Annexure A

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
11/12/13	DXFM	DXFM gave notice requiring delivery of Units under the Arrangement. As a consequence the obligation for DXFM to take, and the obligation for DBA to make, delivery of Units under Arrangement has now arisen.	Under the Arrangement, when DXFM takes delivery of Units, DXFM will be obliged to make a payment of \$1.1334 per Unit delivered (subject to reductions in accordance with the terms of the Arrangement).	350,000,000	350,000,000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of	Registered	Person entitled	Nature of	Class and	Person's votes
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities
DXFM	Unknown. However, as far as DXFM is aware, DBA currently holds a relevant interest in 382,180,004 Units and DXFM may be taken to have a relevant interest in those Units by reason of the Arrangement (up to an interest of 350,000,000). Refer to the substantial holder notice lodged by DBA and appearing on ASX on 3 December 2013 for further information about the registered holder of Units in which DBA has a relevant interest.	Unknown. Refer to the substantial holder notice lodged by DBA and appearing on ASX on 3 December 2013 for further information about the person entitled to be registered as holder of Units in which DBA has a relevant interest. Note, DXFM has now given a notice requiring delivery of Units under the Arrangement. Accordingly, the obligation for DXFM to take, and the obligation for DBA to make, delivery of Units under Arrangement has now arisen.	DXFM is not the owner of units. However, under section 608(8), it may be taken to have a relevant interest in Units by reason of the Arrangement.	To the extent that section 608(8) confers the same relevant interest on DXFM as held by DBA as at 29 November 2013 (up to a maximum of 350,000,000 Units), DXFM had a relevant interest in 350,000,000 Units.	To the extent that section 608(8) confers the same relevant interest on DXFM as held by DBA as at 29 November 2013 (up to a maximum of 350,000,000 Units), DXFM had a relevant interest in Units with voting power of 14.9%.

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
CBA	On 8 November 2013, DXFM entered into a confidentiality and exclusivity agreement with the CBA (refer to substantial holder notice lodged by DXFM on 12 November 2013).
	Under that agreement, CBA agreed to provide due diligence to DXFM on an exclusive basis in relation to a potential ancillary proposal under which CBA would facilitate the transition of CBA management to DXFM.
	DXFM has now concluded its due diligence investigations and the confidentiality and exclusivity agreement with CBA has terminated.

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
DXFM	Level 25, Australia Square, 264 – 278 George St, Sydney, 2000

Signature

print name	John Easy	capacity Company Secretary
sign here		date 11/12/13

Annexure A

This is Annexure A of 4 pages referred to in form 604 Notice of change of interests of substantial holder by DEXUS Funds Management Limited (ACN 086 029 736).

………………………………………………………………………………….. Name: John Easy Capacity: Company Secretary Date: 11 December 2013

Deutsche Bank

Deutsche Bank AG Australia & New Zealand ABN 13 064 165 162 Deutsche Bank Place Level 16 Cnr of Hunter & Phillip Streets Sydney NSW 2000 Australia GPO Box 7033 Sydney NSW 2001

Tel +61 2 8258 1234

DEXUS Funds Management Limited (ABN 24 060 920 783) (in its capacity as responsible entity of DEXUS Office Trust (ARSN 090 768 531)) Level 25, Australia Square 264-278 George Street Sydney NSW 2000

Attention: Craig Mitchell

11 December 2013

Dear Sir

Share Forward Transaction: side letter - Settlement Date

The purpose of this letter agreement is to set forth certain agreements between the parties in relation to the terms and conditions of the above mentioned Transaction entered into between Deutsche Bank AG, Sydney branch (ABN 13 064 165 162) ("Party A") and DEXUS Funds Management Limited (ABN 24 060 920 783) (in its capacity as responsible entity of DEXUS Office Trust (ARSN 090 768 531)) ("Party B") on 25 July 2013, as amended from time to time (the "Transaction").

Capitalised terms used but not defined in this letter agreement have the meaning given to them in the Confirmation for the Transaction (the "Confirmation"). In the event of any inconsistency between the terms of this letter agreement and the Confirmation, this letter agreement will prevail.

$\mathbf{1}$ Settlement Date

• $(a)$ The parties agree that on and after the date that a New Valuation Date is effectively designated under paragraph (b) in the definition of "Valuation Date" in the Confirmation, the Transaction shall for all purposes be considered to be a Physicallysettled Transaction and Party B may, by notice to Party A, designate a date that is earlier or later than that Settlement Date to be the Settlement Date for the purposes of the Transaction (the "New Settlement Date"), provided that:
• at the time the notice is given, no Event of Default in respect of Party B and $(i)$ no Termination Event in respect of which Party B is the sole Affected Party is subsisting:
• $(ii)$ the notice is given not less than 5 Exchange Business Days prior to the then current Settlement Date; and
• $(iii)$ the date designated by the notice is:
  • $(A)$ both an Exchange Business Day and a Currency Business Day;

Chairman of the Supervisory Board: Paul Achleitner Management Board: Jürgen Fitschen (Co-Chaiman), Anshuman Jain (Co-Chaiman), Stefan Krause, Stephan Leithner, Stuart Lewis, Rainer Neske, Henry Ritchotte
Deutsche Bank Aktiengesellschaft domiciled in Frankfurt am Main; HRB

• $(B)$ later than the New Valuation Date;
• $(C)$ no less than 5 Exchange Business Days after the date the notice is given; and
• $(D)$ no later than one Settlement Cycle after 25 January 2015.

Any such notice is irrevocable.

• $(b)$ If a New Settlement Date is effectively designated under paragraph (a) above:
• $(i)$ that date will be deemed to be the Settlement Date for the purposes of the Transaction, unless and until Party B makes another effective designation in accordance with paragraph (a) above (which Party B may do from time to time subject to the provisions of paragraph (a));
• $(ii)$ references in the ISDA Definitions to the "Valuation Date" shall for the purposes of the Transaction (to the extent applicable) be deemed to be references to the date which is 3 Exchange Business Days before the then current Settlement Date, provided that this shall not affect the designation or timing of the New Valuation Date (or, accordingly, the Valuation Date), the designation or timing of the New Settlement Date (or, accordingly, the Settlement Date) or the definition or interpretation of any of those terms themselves as provided for in the Confirmation and this letter agreement; and
• $(iii)$ the definition of Break Costs will be replaced with the following:

"The amount (if any) by which:

the Floating Amount which Party A would have received for $(A)$ the period from (and including) the final Payment Date (as adjusted pursuant to the designation of the New Valuation Date and the final New Settlement Date) to (but excluding) the last day of the Calculation Period in which the final New Settlement Date occurs:

exceeds:

the Calculation Agent's determination of the amount of $(B)$ interest which Party A would have received by placing an amount equal to the Notional Amount on deposit with a leading bank in the Australian interbank market or acquiring a bill of exchange accepted by a leading bank for a period starting on (and including) the final Payment Date (as adjusted pursuant to the designation of the New Valuation Date and the final New Settlement Date) (or, if the final Payment Date is not a Currency Business Day, the next succeeding Currency Business Day) to (but excluding) the last day of the Calculation Period in which the final New Settlement Date occurs.".

and the definition of "Valuation Date" insofar as it relates to Break Costs will also be taken to have been amended to the extent necessary to reflect this revised definition.

$\overline{2}$ . Counterparts

This letter agreement may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.

3. Governing law

This letter agreement shall be governed by and is to be construed in accordance with the laws of New South Wales.

$\overline{4}$ . Acceptance

By executing this letter agreement, the parties acknowledge and agree that the agreements set out in section 1 above shall take effect as agreements between the parties in respect of the Transaction as if they were set out in full in the Confirmation and the Confirmation had been amended to reflect them, and that for all purposes (including without limitation Sections 5 and 6 of the ISDA Agreement and the Deutsche Guarantee) the obligations in this letter agreement shall be taken to form part of the Transaction.

Please confirm your acceptance of the provisions contained in this letter agreement by signing and returning the attached copy of this letter agreement.

Signed for and on behalf of Deutsche Bank AG, Sydney Branch by:

Signature	Signature
$\sqrt{601}$ A0x Name	N THOMSEN Name
ATTOONLY Title	ATJ6KNI Title

Agreed and acknowledged by: DEXUS Funds Management Limited (in its capacity as responsible entity of DEXUS Office Trust)

Craig Douglas Mitchell Attorney

DEVAN BALA

WITNESS

$11/12/13$ Date:

Macheles
Attorney ZACHEL CARALLS

Confidential