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DEXUS Major Shareholding Notification 2014

Jan 14, 2014

64807_rns_2014-01-14_d6a0f885-1a6b-4c48-bd1f-82c6bcdf376f.pdf

Major Shareholding Notification

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ASX release

15 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
DEXUS
Media queries
David Yates T: +61 2 9017 1424
M: +61 418 861 047
E: [email protected]
Peter Brookes,
Citadel
T: +61 2 9290 3033
M: +61 407 911 389
E: [email protected]
CPPIB
Media queries
CPPIB
Media queries
Canada T: +1 416 868 8695 Australia T: +61 2 8284 9990
Linda Sims E: [email protected] Nigel Kassulke,
Cannings
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 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

To Company Name/Scheme ("CPA")
Commonwealth Propertv Office Fund
ACN/ARSN ARSN 086 029 736
1. Details of substantial holder (1 )
Name bodies corporate. This notice is given by DEXUS Funds Management Limited ("DXFM"), as trustee of DEXUS Office Trust Austtalia 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 comprise the DEXUS Ptoperty Gtoup
This notice is also given by Canada Pension Plan lnvestment Board ("CPP B"), on behalf of itself and each of its ¡elated
ACN/ARSN (if applicable) ACN 060 920 783 for DXFM. N/A for CPPIB.
There was a change in the interests of the
substantial holder on
14t1t2014
The previous notice was given to the company on 14t1t2014
The previous notice was dated 14t1t2014

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 securlties (4) Previous notice Present notice
Person's votes Voting power (5) Person's votes Votinq power (5)
Fully paid units 594,929,8ô6 Units
Note, CPPIB only has
votes of 354,109,580
Units.
25.350/o
Note, CPPIB only has
voting power of
15.09%.
597,340,541 Units
This includes the
350,000,000 ordinary units
in CPA ('Units") arising
25,45o/o
Note, CPPIB only has voting
power of 15.19% because it is
not an associate of CBA.
under the arrangement set
out in Annexure A to the
Substantial Holder Notice
lodged by DXFM on 25 July
2013 ("Arangement').
It also includes the
6,520,255 votes attaching
to Units in which DXFM has
a relevant interest as a
result of acceptances of
DXFM's takeover bid
('DEXUS offet").
The remainder of DXFM's
votes arise as a result of its
association with
Commonwealth Bank of
Australia ("CBA") (see
Substantial Holder Notice
lodged by DXFM on 16
December 201 3).
Note, CPPIB only has
votes of 356,520,255 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 lhe 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
14t1t2014 DXFM and CPPIB Change arising as a
result of acceptances of
the DEXUS Offer.
\$0.7745 cash and
0.45'16 DEXUS Stapled
Securities
0r
\$0.8496 cash and
0.3801 DEXUS Stapled
Securities
2,410,675 Units 0.'10%

4. Present relevant interests

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 (8)
Nature of
relevant
interest (6)
Class and
number of
securities
Person's votes
DXFM and
CPPIB
ln respectofthe 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 of the
Anangement (up to an
interest of 350,000,000).
Refer to the substantial
holder notice lodged by
DBA and appearing on
ASX on 4 December
2013 forfurther
information about the
registered holder of
Units in which DBA has
a relevant interest.
ln respectofthe Units
under the Anangement,
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
Arrangement. Delivery
of Units under that
Anangement has been
postponed until 24
January 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
ansen.
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 201 3.
To the extent that
section 608(B)
confen 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
and CPPIB had a
relevant interest
in 350,000,000
Units,
To the extent that
section 608(8)
confen 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 and CPPIB
had a relevant
interest in Units
with voting power of
14,9o/o,
DXFM ln respect of Units
arising under
acceptances of the
DEXUS Offer, the
holders of Units who
have accepted the
DEXUS Offer.
DXFM Acquisitions arising
from aæeptances of the
DEXUS Offer.
6,520,255 Units 0,28%
CPPIB ln respect of Units
arising under
acceptances of the
DEXUS Offer, the
holders of Units who
have accepted the
DEXUS Offer,
DXFM lnterest arising under
the Joint Bid Agreement
attached to the
Substantial Holder
Notice lodged with ASX
by DXFM on 20
December 201 3.
6,520,255 Units 0.28%

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:

f applicable)
Name and ACN/ARSN (if a
___
Nature of association
N/A

6. Addresses

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

Name Address
DXFM Level 25, Australia Square, 264-278 George Street, Sydney NSW 2000
CPPIB One Queen Street East, Suite 2500, Toronto, Ontario, M5C 2W5, Canada

Bedlander

Signature

David Friedlander print name

Attorney capacity

15/1/2014

date

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