DEXUS — Major Shareholding Notification 2014

Jan 27, 2014

ASX release

28 January 2014

DEXUS and CPPIB change in substantial holding for CPA

DEXUS Funds Management Limited and Canada Pension Plan Investment Board today lodged a change of interests of substantial holder notice in relation to their holding in Commonwealth Property Office Fund (CPA).

For further information please contact:

DEXUS Investor queries David Yates	T: +61 2 9017 1424 M: +61 418 861 047 E: david.yates@dexus.com	DEXUS Media queries Peter Brookes, Citadel	T: +61 2 9290 3033 M: +61 407 911 389 E: pbrookes@citadelpr.com.au
CPPIB Media queries Canada Linda Sims	T: +1 416 868 8695 E: lsims@cppib.com	CPPIB Media queries Australia Nigel Kassulke, Cannings	T: +61 2 8284 9990 M: +61 407 904874 E: nkassulke@cannings.net.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 19 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

Form 604

Corporations Act 2001 Section 6718

Notice of change of interests of substantial holder

þCompany Name/Scheme	Commonwealth Propefi 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 trustee of DEXUS Ofiice T¡ust Australia and responsible entig of each of the trusts that comprise the DEXUS Property Group, 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 trusts that comptise the DEXUS Property Group. This notice is also given by Canada Pension Plan lnvestment Board ("CPP B"), on behalf of itself and each of its related bodies corporate.
ACN/ARSN (if applicable)	ACN 060 920 783 fo¡ DXFM. N/A for CPPIB.
There was a change in the interests of the substantial holder on	24t1t2014
The previous notice was given to the company on	24t1t2014
The previous notice was dated	24t112014

2, Previous and present voting power

The total number of votes attached to all lhe 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
				Votinq power (5)
Fully paid units	Person's votes 628,486,668 Units Note, CPPIB only has votes of 397,974,726 Units.	Voting power (5) 26.780/o Note, CPPIB only has voting power of 16.96%.	Penon's votes 637,214,335 Units This includes the 350,000,000 ordinary units in CPA ("Units") arising under the arrangement set out in Annexure A to the Substantial Holder Notice lodged by DXFM on 25 July 2013 ("Anangement"). It also includes the 56,702,393 votes attaching to Units in which DXFM has a relevant interest as a result of acæptances of DXFM's takeover bid ('DEXUS Offe/). The remainder of DXFM's	27.15Vo Note, CPPIB only has voting power of 17.33% because it is not an associate of CBA.
			votes arise as a result of its association with Commonwealth Bank of Aushalia ("CBA") (see Substantial Holder Notice lodged by DXFM on 1 6 December 201 3),
			Note, CPPIB only has votes of 406,702,393 Units because it is not an associate of CBA.

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	Penon 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
241112014	DXFM and CPPIB	Change arising as a result of acceptances of the DEXUS Offer.	\$0.7745 cash and 0.4516 DEXUS Stapled Securities 0r \$0.8496 cash and 0.3801 DEXUS Stapled Securities	8,727,667 Units	0.37o/o

4. Present relevant inte¡ests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (B)	Nature of relevant interest (6)	Class and number of securities	Person's votes
DXFM and CPPIB	ln respect of the Units under the Anangement, unknown. However, as far as DXFM and CPPIB are aware, DBA cunently holds a relevant interest in 382,180,004 Units and DXFM may be taken to have a relevant interest in those Units by reason ofthe Arrangement (up to an interest of 350,000,000). Refer to the substantial holder notice lodged by DBA and appearing on ASX on 4 December 201 3 for further information about the registered holder of Units in which DBA has a relevant interest.	ln respectofthe Units under the Arrangement, unknown. Refer to the substantial holder notice lodged by DBA and appearing on ASX on 4 December 201 3 for further information about the person entitled to be registered as holder of Units in which DBA has a relevant interest. Note, DXFM has given a notice requiring delivery of Units under the Anangement. Delivery of Units under that Anangement has been postponed until 7 February 2014 (subject to further postponement). Accordingly, the obligation for DXFM to take, and the obligation for DBA to make, delivery of Units under the Anangement has arisen.	Neither DXFM nor CPPIB are the owner of Units. However, under section 608(8): - DXFM may be taken to have a relevant interest in Units by reason of the Anangement; and - if DXFM had a relevant interest in those Units then CPPIB would also have a relevant interest in those Units by reason of the Joint Bid Agreement attached to the Substantial Holder Notice lodged with ASX by DXFM on 20 December 2013.	To the extent that section 608(8) confen the same relevant interest on DXFM as held by DBA as at 29 November 201 3 (up to a maximum of 350,000,000 Units), DXFM and CPPIB had a relevant interest in 350,000,000 Units.	To the extent that section 608(8) confens the same relevant interest on DXFM as held by DBA as at 29 November 201 3 (up to a maximum of 350,000,000 Units), DXFM and CPPIB had a relevant interest in Units with voting power of 14.9Vo.
DXFM	ln respect of Units arising under acceptances of lhe DEXUS Offer, the holders of Units who have accepted the DEXUS Offer.	DXFM	Acquisitions arising from acceptances of the DEXUS Offer.	56,702,393 Units	2,42%
CPPIB	ln respect of Units arising under acceptances of the DEXUS Offer, the holders of Units who have accepted the DEXIJS Offer.	DXFM	lnterest arising under the Joint Bid Agreement attached to the Substantial Holder Notice lodged with ASX by DXFM on 20 December 2013.	56,702,393 Units	2.42Y0

5. Changes in association

The penons 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 æmpany or scheme are as follows:

Name and ACN/ARSN (if appliæble)	Nature of associalion
NiA

6. Addresses

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

Name	Address
DXFM	Sydney NSW 2000 Australia 264-278 Level
CPPIB	One i )ueen Street East. Suite 2500. Toronto. Ontario. M5C 2W5. Canada

Signature

	print name David Friedlande¡	capacity Attorney
sign here		date 281ffi014