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DEXUS Major Shareholding Notification 2013

Nov 25, 2013

64807_rns_2013-11-25_28f69c79-e4dd-4217-a1dd-8e6fc5585d56.pdf

Major Shareholding Notification

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FACSIMILE TRANSMITTAL SHEET

FROM:
Nicholas Darrow
DATE:
11/25/2013
TOTAL NO. OF PAGES INCLUDING
COVER:

Attached are two shareholder notifications regarding Dexus Property Group.

  • Form 604 is for The Bank of New York Mellon Corporation at 6.30%. $\bullet$
  • Form 603 is for our subsidiary, Newton Investment Management Limited, which has ٠ crossed above 5% in its own regard, and has holdings of 5.09%

Please let me know if you have any questions.

Regard

/Nicholas Darrow

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 6718

Notice of change of interests of substantial holder

To Company Name/Scheme Dexus Property Group
AOV ARSN 129 477 112
1. Details of substantial holder(1) The Bank of New York Mellon Corporation (See Annexure A)
Name
ACN/AFSN (if applicable)
There was a change in the interests of the
substantial holder on
The previous notice was given to the company on -25 November 2013
previous notice was dated -
22 November 2013
25 November 2013

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:

$Q$ ass of securities $(4)$ Revious notice Resert nation
REIT Feren's votes
Voting power (5)
$[237,706,433]$ 5.14%
-----
Resursivates
Voting power (5)
291,739,647 6.30%

3. Changes in relevant interests

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

Person whose
relevant interest
changed
Nature of
change (6)
Otreideration
given in relation
to change (7)
Class and
number of
securities
affected
Ferent's votes
affected
The Bank of New York
Mellon Corporation (See
Annexure a)
Share acquisition AUD 1.07 REIT
291,739.647
291,739,647

4. Present relevant interests

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

Holder af
Registered
relevant
halder af
interest
securities
Person entitled
to be registered
eshdder(6)
Nature of
relevant
interest (6)
Class and
number of
securities
Ferants votes
The Bank of New The Bank of New York
York Mellon
Mellon Corporation (See
Corporation (See Annexure A)
Annexure A)
The Bank of New York
Mellon Corporation
(See Annexure A)
Indirect REIT
291,739,647
291.739.647
-----

5. Changes in association

The pasons who have become associates (2) of, ceased to be associates of, or have changed the neture of their association (9) with, the substantial holder in retation to voting

Name and ACN/ARSN (if applicable) Naure of association
(See Annexure $\overline{A}$ )

6. Addresses

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

Name Address
The Bank of New York Mellon
Corporation
One Wall Street, New York, N.Y. 10286 USA

Signature

print name Nicholas R capadiy Senior Vice President
sign here um Da te 11/25/13

u

DIRECTIONS

  • If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an $(1)$ equity that is the removal of the product in an arrestre to the form. If the relevant interests of a group of pasons are essentially similar, they may be referred to throughout the formas a specifically narred group if the membership of each group, with the narres and addresses of members is dearly set out in paragraph 6 of the form
  • $\boldsymbol{\mathcal{Q}}$ See the definition of "associate" in section 9 of the Oxporations Act 2001.
  • ඏ See the definition of "relevent interest" in sections 608 and 6718(7) of the Corporations Act 2001.
  • $(4)$ The voting shares of a company constitute one class unless civided into separate classes.
  • The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. Θ
  • 6 Indudedetails of:
  • any relevant agreement or other chromatances because of which the change in relevant interest coourred. If subsection 6718(4) applies, a copy of any 间 any records systems to one who has because to must be conserved in the passing with and acurate details of any contract, scheme or anargement, must accompany this form together with a written statement certifying this contract, scheme or anargement; and
  • $\sim$ any qualification of the power of a person to exercise, control the exercise of , and his exercise of , the voting powers or disposed of the securities to which the relevant interest relates (indicating dearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  • Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was applied has, or may, becomie $\sigma$ entitled to receive in relation to that acquisition. Datails must be included even if the banefit is conditional on the happening or not of a contingency. Datails must be induded of any benefit paid on behalf of the substantial holder or its associate in relation for the sequisitions, even if they are not paid dredtly to the person from whom the relevent interest was acquired.
  • if the substantial holder is unable to determine the idontity of the person (eg. if the relevant interest artses because of an option) write "unknown". $\circledR$
  • Ø Give distrits if appropriate, of the present resposition and any change in that research or eince the last substantial holding notice.

This is Annexure A of 2 pages referred to in Form 604 of Change of Interests be of Substantial Holder

Relevant interest in Dexus Property Group ("DXS") held by members of Bank of New York Mellon Corporation

ng Amerikaanse tysk eksterne opgeveerde een ge raad van de verdeel en de verdeelijke die verdeel en de verdeel and the second control of the second control of the second control of the second control of the second control and a series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series
DXS. Dexus Property
Group
13,882,375 0.3000%
DXS Dexus Property
Group
9,718,953 0.2100 The Bank of New York Mellon
CenterSquare Investment
DXS Dexus Property
Group
16,598,066 0.3586% Management Inc.
The Dreyfus Corporation
DXS Dexus Property
Group
7.652,248 0.1653% Mellon Capital Management
Corporation
DXS Dexus Property
Group
4,044.624 0.0874% MBSC Securities Corporation
DXS Dexus Property
Group
1.584.033 0.0342% Newton Capital Management
Limited
DXS Dexus Property
Group
235,708,848 5.0929% Newton Investment Management
Limited
DXS Dexus Property
Group
2.550,500 0.0551% The Boston Company Asset
Management LLC
Total: 291,739,647 6.30%

The list of Bank of New York Mellon Corporation entities and their holdings are as follows:

The Bank of New York Mellon Corporation is comprised of a large number of operating and holding companies. The entities identified herein are subsidiaries of The Bank of New York Mellon Corporation [as ultimate parent] that have shareholdings in the issuer. All group companies have a relevant interest by virtue of the fact that they are related group companies, however, other than those listed herein, they have no actual shareholding in the issuer, nor do they participate in investment or voting decisions.

print name Nicholas R, Dam capacity Senior Vice President sign here 25 November 2013 date

603 page 1/2

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Dexus Property Group
ACN/ARSN 129 477 112
1. Details of substantial holder (1)
Name
ACN/ARSN (if applicable)
The Bank of New York Mellon Corporation on behalf of Newton Investment Management Limited (See Annexure A)
The holder became a substantial holder on 22 November 2013
2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)
REIT
Number of securities Person's votes (5) Voting power (6)
235,708,848 235.708.848 5.09%
----

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows: T

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
The Bank of New York Mellon
Corporation on behalf of Newton
Investment Management Limited (See
Annexure A)
Share Acquisition REIT 235,708,848

4. Details of prosent registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant Registered holder of Person entitled to be Class and number
Interest securities registered as holder (8) of securities
The Bank of New York Mellon
Corporation on behalf of
Newton Investment
Management Limited (See
Annexure A)
The Bank of New York Mellon
(See Annexure A)
The Bank of New York Mellon
Corporation on behalf of Newton Corporation on behalf of Newton
[Investment Management Limited Investment Management Limited]
(See Annexure A)
REIT
235,708,848

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant
interest
Date of acquisition Consideration (9) Class and number
of securities
The Bank of New York Mellon
Corporation on behalf of
Newton Investment
Management Limited (Sec.
Annexure A)
Last four months Cesh
1.05 AUD
per share
Non-cash REIT
235.708.848

603 page 2/2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association
(See Annexure A)

7. Addresses

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

Name Address
Newton Investment Management
Limited
The Bank of New York Mellon Financial Centre,
[160 Queen Victoria Street, London EC4V 4LA England

Signature

print name Nicholas R. D capacity Senior Vice President
sign here date 25 November 2013
$\overline{\phantom{a}}$

DIRECTIONS

  • If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity $(1)$ in the visits and interest of accountant to the service of the form. If the relevant interests of a group of persons are ready somether with a manager and the two visits of an equal trust), the names could be included in a
  • $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
  • $(3)$ See the definition of "relevant interest" in sections 608 and 8718(7) of the Corporations Act 2001.
  • $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
  • $(5)$ The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
  • $(8)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100, (7)

Include details of:

  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out $(a)$ the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to $(b)$ which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" In section 9 of the Corporations Act 2001,

  • If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". $(8)$
  • Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled (9) to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

11/25/2013_16:29 14122366715

BNYMELLON INSURANCE

PAGE 07/07

This is Annexure A of 2 pages referred to in Form 603 Notice of initial substantial holder

Relevant interest in Dexus Property Group ("DXS") held by members of Bank of New York Mellon Corporation

The list of Bank of New York Mellon Corporation entities and their holdings are as follows:

Service Service
and a fille and
$\cdots$ $\cdots$

.
DXS Dexus Property Group 235,708,848 5.09% Newton Investment Management the company of the company of the company of
Total: 235,708,848 5.09% Limited

The Bank of New York Mellon Corporation is comprised of a large number of operating and holding companies. The entities identified herein are subsidiaries of The Bank of New York Mellon Corporation [as ultimate parent] that have shareholdings in the issuer. All group companies have a relevant interest by virtue of the fact that they are related group companies, however, other than those listed herein, they have no actual shareholding in the issuer, nor do they participate in investment or voting decisions.

print name Nicholas R. Darrow capacity Senior Vice President sign here 25 November 2013 date