Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Dexus Funds Management Limited

ABN/ARBN 24 060 920 783	Financial year ended:
24 060 920 783	30 June 2021

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our https://www.dexus.com/discover-dexus/about-us/corporate- ☒ website: governance

The Corporate Governance Statement is accurate and up to date as at 17 August 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 17 August 2021 Name of authorised officer Brett Cameron, Company Secretary authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	`☒` and we have disclosed a copy of our board charter at: Dexus Board Terms of Referenceat https://www.dexus.com/discover-dexus/about-us/corporate- governance	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	`☒`	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	`☒`	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	`☒`	`☐` set out in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	`☒` and we have disclosed a copy of our diversity policy at: Inclusion and Diversity Policyathttps://www.dexus.com/discover- dexus/about-us/corporate-governance and we have disclosed the information referred to in paragraph (c) at: Diversity Targetat https://www.dexus.com/discover-dexus/about- us/corporate-governance and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	`☒` and we have disclosed the evaluation process referred to in paragraph (a) at: Board Performance Evaluation Policyat https://www.dexus.com/discover-dexus/about-us/corporate- governance and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: our Corporate Governance Statement	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	`☒` and we have disclosed the evaluation process referred to in paragraph (a) at: Remuneration Report in pages 78-105 of our Annual Report and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: Remuneration Report in pages 78-105 of our Annual Report	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	`☒` [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Board Nomination Committee Terms of Referenceat https://www.dexus.com/discover-dexus/about-us/corporate- governance and the information referred to in paragraphs (4) and (5) at: our Corporate Governance Statement and page 3 of our Financial Statements [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively at: …………………………………………………………………………….. [insert location]	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	`☒` and we have disclosed our board skills matrix at: our Corporate Governance Statement	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	`☒` and we have disclosed the names of the directors considered by the board to be independent directors at: our Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) at: our Corporate Governance Statement and the length of service of each director at: our Corporate Governance Statement	`☐` set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independent directors.	`☒`	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	`☒`	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	`☒`	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	`☒` and we have disclosed our values at: Pages 12-13 of our Annual Report	`☐` set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	`☒` and we have disclosed our code of conduct at: Directors Code of Conductat https://www.dexus.com/discover- dexus/about-us/corporate-governance	`☐` set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	`☒` and we have disclosed our whistleblower policy at: Whistleblower Policyat https://www.dexus.com/discover- dexus/about-us/corporate-governance	`☐` set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	`☒` and we have disclosed our anti-bribery and corruption policy at: Fraud, Corruption and Bribery Policyat https://www.dexus.com/discover-dexus/about-us/corporate- governance	`☐` set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	`☒` [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Board Audit Committee Terms of Referenceat https://www.dexus.com/discover-dexus/about-us/corporate- governance and the information referred to in paragraphs (4) and (5) at: our Corporate Governance Statement and page 3 of our Financial Statements [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: …………………………………………………………………………….. [insert location]	`☐` set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	`☒`	`☐` set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	`☒`	`☐` set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	`☒` and we have disclosed our continuous disclosure compliance policy at: Continuous Disclosure Policyathttps://www.dexus.com/discover- dexus/about-us/corporate-governance	`☐` set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	`☒`	`☐` set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	`☒`	`☐` set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	`☒` and we have disclosed information about us and our governance on our website at: https://www.dexus.com/	`☐` set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	`☒`	`☐` set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	`☒` and we have disclosed how we facilitate and encourage participation at meetings of security holders at: Investor Communications Policyat https://www.dexus.com/discover-dexus/about-us/corporate- governance	`☐` set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	`☒`	`☐` set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	`☒`	`☐` set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	`☒` [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Board Risk Committee Terms of Referenceat https://www.dexus.com/discover-dexus/about-us/corporate- governance and the information referred to in paragraphs (4) and (5) at: our Corporate Governance Statement and page 3 of our Financial Statements [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: …………………………………………………………………………….. [insert location]	`☐` set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	`☒` and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: our Corporate Governance Statement	`☐` set out in our Corporate Governance Statement

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	`☒` [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: our Corporate Governance Statement [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: …………………………………………………………………………….. [insert location]	`☐` set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	`☒` and we have disclosed whether we have any material exposure to environmental and social risks at: our Corporate Governance Statement and, if we do, how we manage or intend to manage those risks at: our Corporate Governance Statement	`☐` set out in our Corporate Governance Statement

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	`☒` [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Board People and Remuneration Committee Terms of Referenceat https://www.dexus.com/discover-dexus/about- us/corporate-governance and the information referred to in paragraphs (4) and (5) at: our Corporate Governance Statement and page 3 of our Financial Statements [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: …………………………………………………………………………….. [insert location]	`☐` set out in our Corporate Governance StatementOR `☐` we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	`☒` and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: Remuneration Report in pages 78-105 of our Annual Report	`☐` set out in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	`☒` and we have disclosed our policy on this issue or a summary of it at: Remuneration Report in pages 78-105 of our Annual Report	`☐` set out in our Corporate Governance StatementOR `☐` we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR `☐` we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	`☐` and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	`☐` set out in our Corporate Governance Statement OR `☐` we do not have a director in this position and this recommendation is therefore not applicable OR `☐` we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	`☐`	`☐` set out in our Corporate Governance StatementOR `☐` we are established in Australia and this recommendation is therefore not applicable OR `☐` we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	`☐`	`☐` set out in our Corporate Governance StatementOR `☐` we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable `☐` we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	`☐` and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location]	`☐` set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	`☐` and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	`☐` set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Corporate Governance Statement 2021

ASX Corporate Governance Governance for Funds Council Principles and Management Recommendations 4th edition

Dexus uses its expertise, scale and knowledge of the Australian real estate market to create and manage property investments for our third-party capital partners and investors in our Funds Management business.

This Corporate Governance Statement was approved by the Board on 16 August 2021

The Board has implemented a corporate governance framework that applies to all Dexus Funds Management Limited (DXFM) funds comprising the ASX-listed entity DXS, the Dexus Wholesale Property Fund (DWPF), the Dexus Healthcare Property Fund (DHPF) and all third party capital partners.

A high standard of corporate governance is vital for attracting, retaining and reinforcing the confidence of these third party capital partners and investors.

Demonstrating this importance, Dexus’s unlisted pooled funds have in place a best practice corporate governance model that was established in consultation with their respective investor base.

The Board believes that good corporate governance supports:

A culture of ethical behaviour resulting in an organisation that acts with integrity

These Funds have Responsible Entity Boards that are comprised wholly or predominantly of non-executive directors and independent of the Dexus Board. In addition, these Funds each have Advisory Committees in place comprising Unitholder appointed representatives. Related party transactions require the approval of the relevant Advisory Committee before agreements are executed. The Responsible Entity Boards are responsible for reviewing and approving recommendations in respect of each of the Fund’s major decisions, including acquisitions, divestments, developments, major capital expenditure and the approval of the annual Investment Plan.

Improved decision-making processes
Better controls and risk management
Improved relationships with stakeholders
Accountability and transparency

The framework adopted by Dexus meets the requirements of the ASX Corporate Governance Principles and Recommendations – Fourth Edition (ASX Principles) and addresses additional aspects of governance which the Board considers important.

To assist stakeholders in accessing key documents outlining our approach to corporate governance, Dexus maintains a Corporate Governance section on its website www.dexus.com/ corporategovernance. The website is updated throughout the year, as policies and procedures are reviewed.

Dexus also acknowledges the importance of effective corporate governance practices in relation to its third-party capital partners. Firm policies are in place to manage conflicts of interest and related party transactions are addressed by the co-owners.

Examples of conflicts of interest and related party transactions that relate to Dexus and its Funds Management business include:

Leasing conflicts
Allocation of property transactions transfer of assets between entities within the group
Third party capital partner conflicts related party transactions

In managing conflicts of interest, Dexus has established a structure whereby the responsibility for the investment vehicle is separated from the other Funds or investment vehicles involved for which Dexus provides services.

The fund manager for each fund or investment vehicle will, at all times, act in the best interests of the fund or investment vehicle.

Where an actual conflict arises, the relevant Dexus entity liaises with the compliance team to implement appropriate information barriers or confidentiality protocols between parties to ensure confidentiality is maintained and that the interests of the investors or third party capital partners of the fund or investment vehicle are appropriately represented.

Following the acquisition of APN Property Group, Dexus will manage two additional listed funds and will apply many of the same governance arrangements. These funds will also benefit from leveraging Dexus’s funds and property management expertise to drive growth and performance.

Governance dashboard

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Board management, oversight and structure

Outlines the Board structure and responsibilities which supports leadership, accountability and effectiveness including:

Board and Board Nomination Committee responsibilities
Director appointment process
Group Management Committee responsibilities
Inclusion and diversity
Board evaluation and performance
Structure of the Board Committees

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Act lawfully, ethically and responsibly and make timely and balanced disclosure

Provides details of how the Board and Management maintain integrity and meet continuous disclosure obligations including:

Role and responsibility of the Board Environmental, Social & Governance Committee
Codes of conduct
Dealing with conflicts of interest

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Safeguard integrity in corporate reports

Outlines the role of the Board and the Board Audit Committee in maintaining the integrity of financial reporting and effective systems of internal controls including:

Role and responsibility of the Board Audit Committee
External and internal audit function

Refer to Principle 4 and 7

Continuous disclosure
Independence of Directors
Board skills matrix

Refer to Principles 1 and 2

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Respect the rights of Security holders

Describes how an open dialogue with Security holders is maintained including:

Annual General Meeting
Stakeholder communication

Refer to Principle 6

Securities trading

Refer to Principles 3 and 5

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Recognise and manage risk

Details how the Board oversees risk management for the group including:

Role and responsibility of the Board Risk Committee
Risk management including the Risk Management Framework and the Risk Appetite Statement
Internal audit function

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Remunerate fairly

and responsibly

Describes the remuneration arrangements for Directors and senior management and how these have been implemented including:

Role and responsibility of the Board People & Remuneration Committee
Remuneration report

Refer to Principle 8

Refer to Principle 7

Dexus 2021 Corporate Governance Statement 1

Principle 1 Lay solid foundations for management and oversight

1.1 Board responsibilities

The framework adopted by Dexus ensures accountability and a balance of authority by defining the respective roles and responsibilities of the Board and executive management, including delegated authority (as outlined in the Terms of Reference for the Board and the Group Management Committee). This enables the Board to maintain a focus on strategic guidance while exercising effective oversight.

Terms of Reference for the Board and its delegated Committees are available at www.dexus.com/corporategovernance.

The Board’s responsibilities include (but are not limited to):

Approving (in consultation with Management) Dexus’s strategy, purpose and values
Approving significant acquisitions, divestments and developments
Approving the Compliance Management Framework and Risk Management Framework (including Risk Appetite Statement)
Overseeing compliance with regulatory requirements and Dexus’s Code of Conduct including management’s approach to address conduct that is materially inconsistent with Dexus’s values and Code of Conduct
Overseeing processes to ensure continued satisfaction of third party capital partners, customers and other key stakeholders (including customer complaints data)
Appointing the Chair of the Board
Appointing and replacing the Chief Executive Officer (CEO)
Approving the appointment of Group Management Committee members and the Company Secretaries
Oversee management’s approach to the identification and management of risks associated with Dexus’s people and culture

The Board also works closely with management in developing and implementing strategies to respond to the pandemic.

Approving the annual Investment Plan and operating budgets
Providing leadership to, and challenging Management while overseeing the implementation of Dexus’s strategy
Approving periodic market guidance and ensuring Dexus makes timely and balanced disclosures to the market of all material information
Approving the financial statements and ensuring appropriate financial controls are in place to support the integrity of accounting and reporting systems

2 Dexus 2021 Corporate Governance Statement

1.2 The Role of the Chair and appointment processes for directors

The role and responsibility of the Chair includes leading the Board, facilitating the effective contribution of all directors, and promoting constructive and respectful relations between directors, and between the Board and management. The Chair is also responsible for promoting the interests of the group to Dexus investors and regulators. The Chair agrees the agenda of all Board meetings including the time allocated to each agenda item.

The Board currently comprises seven independent Non-Executive Directors and one Executive Director.

While directors of the Responsible Entity are not technically subject to the approval of Dexus investors, the Board has determined that all directors, other than the Chief Executive Officer, will stand for election by Dexus investors. If a nominated director fails to receive a majority vote, that director will cease to be appointed to the Board of DXFM. Dexus investors are provided all material information relevant to a decision on whether to elect or re-elect a director. The director seeking re-election will, at the AGM, speak to their intentions and provide further background information and confirmation that they have maintained independence and will continue to devote the appropriate time to fulfil their responsibilities.

DXFM directors, other than the Chief Executive Officer, will hold office for three years following his or her first appointment (or, if appointed by the Board between Dexus Annual General Meetings, from the date of the Annual General Meeting after the initial appointment). Where the director seeks to extend his/her appointment past the initial three-year period, and the Board is in agreement, re-election will be sought at the next AGM.

At the time of appointment, each NonExecutive Director is required to sign a letter of appointment which sets out the terms and conditions of appointment. The letter outlines the term of office, requirements for independence, role and responsibilities.

Executive Directors, senior executives and other members of the Group Management Committee are also required to enter into an employment agreement setting out their terms of employment.

Background checks of newly appointed Non-Executive Directors are conducted and include:

National Police Check
ASIC Banned and Disqualified Register check
ASIC Authorised Representative search
ASIC Enforceable Undertaking Register search
APRA Disqualified Register check
Directorships check
AML/CTF Global Official Lists check (sanctions list)
Public record check
Academic Qualification check
Employment History check
Bankruptcy Record check

The process for selecting and appointing new directors to the Board can be found at www.dexus.com/ corporategovernance.

1.3 Company Secretaries

Company Secretaries play an important role in supporting the effectiveness of the Board and Board Committees. Company Secretaries are appointed by the Board and are responsible for ensuring the smooth running of the Board and Board Committees and that governance matters are appropriately addressed. They are accountable to the Board, through the Chair, the CEO and the Chairs of the Board Committees on all matters relating to the proper functioning of the Board and its Committees. A Company Secretary attends all meetings of the Board and its Committees. All directors have direct access to the Company Secretaries for guidance and assistance.

In addition to being a Company Secretary, the Head of Governance is also responsible for the development and oversight of governance and company secretarial arrangements across the Dexus platform, ensuring that Dexus continues to meet legislative requirements, industry best practice and the Board’s governance expectations.

1.4 Group Management Committee responsibilities

The Board has appointed a Group Management Committee responsible for setting Dexus’s purpose, values and strategy and achieving Dexus’s goals and objectives, including the prudent financial and risk management of the group. The Group Management Committee generally meets monthly.

The members of the Group Management Committee are:

Chief Executive Officer & Executive Director (Chair)
Chief Financial Officer
Chief Investment Officer
Chief Operating Officer
Executive General Manager, Funds Management
Executive General Manager, Group Strategy
Executive General Manager, Investor Relations, Communications and Sustainability
Executive General Manager, Office
Executive General Manager, Retail, Industrial and Healthcare
General Counsel & Company Secretary

Dexus 2021 Corporate Governance Statement 3

Principle 1 Lay solid foundations for management and oversight

1.5 Diversity

Dexus supports a diverse and inclusive workplace and has created a culture that is flexible and adaptive to the changing needs of its industry. Dexus is committed to diversity and inclusion principles and promotes a work environment conducive to the merit-based appointment of qualified employees, senior management and directors. Where professional intermediaries are used to identify or assess candidates, they are made aware of Dexus’s commitment to diversity and inclusion.

Dexus is committed to building a culturally inclusive workplace and continues to track the diversity of its workforce across a range of factors including cultural background, country of origin, sexual orientation, gender identity and age.

Diversity targets are approved by the Board. Progress against targets is reported to the Group Management Committee and Board People & Remuneration Committee.

Dexus publishes annual statistics on the diversity profile of its Board and senior management, including a breakdown of the type and seniority of roles undertaken by women. This information is available at www.dexus.com/ corporategovernance.

Dexus acknowledges and fulfils its obligations under relevant employment legislation including the Workplace Gender Equality Act 2012 (WGEA).

Dexus will lodge its 2021 WGEA report containing Dexus’s most recent Gender Equality Indicators as required and a copy will be available on Dexus’s website at www.dexus.com.

Dexus has set a gender diversity target that at least 33% of non-executive directorships are to be held by women and a 40:40:20 target (40% male, 40% female, 20% any gender) for senior and executive management by 30 June 2021. As at the date of this statement, women represented 43% of NonExecutive Directors and 35% of senior and executive management roles, with women comprising 55% of Dexus’s overall workforce.

Dexus is mindful that this percentage has not met the target, and continues to put in place initiatives to increase female representation at these levels of the organisation. Dexus remains committed to advancing gender equality and intends to achieve the 40:40:20 target at senior and executive management levels by the end of FY23. Dexus’s definition of ‘Senior Management’ is disclosed in its Diversity Target which is available at www.dexus.com/corporategovernance.

Diversity and flexibility is also a key focus of the Champions of Change Property Coalition (previously Property Male Champions of Change). Dexus’s Chief Executive Officer, Darren Steinberg is an active member of the Champions of Change Property Coalition. The Coalition’s focus on driving gender equality in the property industry has resulted in members implementing initiatives relating to flexibility to improve the number of women in the property industry and in leadership roles.

Dexus’s Future Leaders in Property program provides young women with exposure to the property industry, including the chance to experience a live build and see how it impacts the community. The program provides students with a unique opportunity to gain industry knowledge, while also empowering women to make study and career decisions confidently.

Flexibility at Dexus provides every employee with the opportunity to have a say in when, how, or where their work is performed. Dexus supports and encourages flexible work practices to increase personal wellbeing and employee engagement, improve team performance and motivation, maximise productivity, retain talent, and encourage an organisational culture of diversity and inclusion.

Dexus’s Inclusion and Diversity Policy is available at www.dexus.com/ corporategovernance.

1.6 Performance of the Board

The Board Nomination Committee oversees the Board performance evaluation program. The evaluation process looks at the performance of the Board and its committees. Individual director performance is also evaluated. Where feedback is sought on the performance of the Chair of the Board, results will be provided to the Chair of the People & Remuneration Committee. When appropriate, an independent expert is retained to conduct the evaluation. Any areas for improvement identified in the performance evaluation process are agreed by the Board Nomination Committee which oversees the implementation of process enhancements.

In 2021, the Board appointed an independent expert to undertake a Board, Committee and Non-Executive Director performance evaluation. Individual feedback was sought on the performance of the Board and Committees and Non-Executive Directors. Results of the review were formally presented by the independent expert to the Chair of the Board and the Non-Executive Directors. While the review did not identify any significant areas of concern, several enhancements have been identified for consideration by the Board. The review identified the importance of continued focus on succession planning for the Chair, CEO and Non-Executive Directors. Acknowledging the importance of continuous improvement, the review also identified the benefit of improved connection between the Board and its committees. Progress against any improvement plans will be reported to the Board.

The process for Board performance evaluation can be found at www.dexus. com/corporategovernance.

Dexus also has a process for evaluating the performance of the Chief Executive Officer and its other senior executives which will be disclosed in its Remuneration Report. For a description of the performance evaluation process, please refer to the Remuneration Report which is contained in the 2021 Dexus Annual Report which is available at www.dexus.com/investor-centre.

4 Dexus 2021 Corporate Governance Statement

Principle 2 Structure the Board to be effective and add value

2.1 Dexus corporate governance structure

The Board Nomination Committee oversees all aspects of:

Board renewal

2.1 Dexus corporate governance structure (continued)

The Board and Board Committees are supported by Group Management Committee as set below.

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Richard Sheppard (Chair)
Lead and guide the Board
The Board
• 1 Non-Executive Chair
• 6 Non-Executive Directors
• 1 Executive Director
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Ensure the fiduciary and statutory obligations to its Investors are met. Meets at least eight times a year.

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Board Audit Committee Board Nomination Board People and Board Risk Committee Board Environmental,
M Ford (Chair) Committee Remuneration Committee T Dwyer (Chair) Social and Governance
R Sheppard (Chair) P Bingham-Hall (Chair) Committee
N Roxon (Chair)
• 4 Non-Executive Directors • 7 Non-Executive Directors • 3 Non-Executive Directors • 3 Non-Executive Directors • 3 Non-Executive Directors
Assist the Board in fulfilling its Assist the Board in fulfilling its Assist the Board in fulfilling its Assist the Board, Dexus Assist the Board in fulfilling
responsibilities by reviewing responsibilities by overseeing responsibilities by overseeing Wholesale Funds Limited and its responsibilities by
the integrity and quality of all aspects of Board all aspects of Director, Group Dexus’s third party clients and considering the material
the Group’s (including Dexus’s nomination, performance Management Committee capital partners in fulfilling ESG issues relevant to the
capital partners) financial evaluation and succession and Key Management their responsibilities as they group’s business activities
statements and disclosures planning. Meets at least Personnel remuneration relate to risk management and support the group in
including internal and twice a year. and also oversees aspects (including WH&S and risk maintaining its position
external auditing, accounting of human resources culture) and compliance as a global leader in ESG
and financial reporting management and corporate management practices and performance. Meets at least
processes. Meets at least four culture. Meets at least three procedures. Meets at least four times a year.
times a year. times a year. four times a year.
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Group Management Committee D Steinberg (Chair)

CEO & Executive Director
Chief Financial Officer
Chief Investment Officer
Chief Operating Officer
Executive General Managers (5)
General Counsel & Company Secretary

Ensure that the financial and human resources of DXFM are efficiently and effectively employed in the achievement of its operational and strategic objectives. Meets monthly, or as required.

6 Dexus 2021 Corporate Governance Statement

2.2 Board matrix

The Board Nomination Committee is responsible for reviewing the size, composition, diversity, skill and desired competencies of the Board and Board Committees (and recommending approval by the Board).

The Board Nomination Committee has identified the skills and expertise deemed necessary for the Board to fulfil its obligations. The following table outlines the required skills and expertise that the Board should possess.

The Board has also determined that, along with individual director performance, director diversity is integral to a well-functioning board.

In determining skills and experience of individual directors, reference has been made to their employment history, directorship history and educational qualifications. These are assessed against the above criteria and directors are asked to review the assessment. The assessment is also subject to a review by an independent party. The Board has reviewed the skills of the current directors against the skill categories in the table below and determined that the current composition of the Board meets or exceeds the minimum requirements in each category.

Areas of skills and expertise

Leadership	Governance	Strategy and innovation
– Directorship experience with ASX listed	– Experience in governing large and	– Ability to consider multiple scenarios to
companies	complex organisations	achieve the strategic direction
– CEO or Senior Executive experience	– Experience in overseeing the successful	– Experience in identifying innovative
	execution of strategy	ways of achieving an organisation’s
	– Ability to assess, and commitment	vision, purpose and strategy
	to ensure, the efectiveness of	– Experience in complex merger and
	governance structures	acquisition activities
		– Deep understanding of fnancial
		drivers and alternative business
		models
	Large scale property experience
Capital and funds management	(including developments)	Talent, remuneration and culture
– Senior investment banking experience	– Deep experience and industry	– Experience in attracting, engaging
(including capital raising)	knowledge in the development and	and retaining a highly talented and
– Experience in the management of third	management of property	dynamic workforce
party funds (including strategy and	– Property sector expertise in Ofce,	– Experience with remuneration
growth)	Industrial and Healthcare assets	structures and incentives in large ASX
	– Understanding of industry trends	listed companies
	(demographic and societal changes	– Experience in the management
	and stakeholder needs)	of people and the infuence of
		organisational culture
Sustainability	Finance and accounting	Risk management
– Experience in identifying and	– Expertise in analysing and challenging	– Experience in the oversight and
embedding innovative sustainability	accounting concepts and judgements	management of material risks in large
policies and practices – Deep understanding of environmental and social issues relevant to the property sector	– Deep understanding of Australian Accounting Principles and their application in fnancial statements	organisations including technology risks (cyber attacks, loss of customer, proprietary and other sensitive information)
		– Extensive knowledge of risk and
		compliance frameworks governing
		workplace health & safety,
		environmental & community and social
		responsibility issues

Dexus 2021 Corporate Governance Statement 7

Principle 2 Structure the Board to be effective and add value

2.3 Board composition

Dexus has determined that the size of the Board should be small enough to be able to act quickly, however large enough to ensure a diverse range of views is provided on any issue.

The Board comprises a majority of Independent Directors and as at the date of this statement, the Board comprised eight members including seven independent Non-Executive Directors and the Chief Executive Officer (Executive Director). The DXFM Board allows for the appointment of up to 10 directors, and that a majority, or greater than 50% of the Board should be independent directors, with the Chair to be non-executive and independent.

Details of directors as at the date of this statement are:

Name	Independent	Qualifcations	Date appointed	Years served
W Richard Sheppard (Chair)	Yes	BEc Hons, FAICD	1 January 2012 (Chair since 28 October 2015)	9 years 8 months
Patrick Allaway	Yes	BA/LLB	1 February 2020	1 year 7 months
Penny Bingham-Hall	Yes	BA (Industrial Design), FAICD, SF (Fin)	10 June 2014	7 years 2 months
Tonianne Dwyer	Yes	BJuris (Hons), LLB (Hons)	24 August 2011	10 years
Mark Ford	Yes	Dip Tech (Comm), CA, FAICD	1 November 2016	4 years 10 months
Warwick Negus	Yes	BBus (UTS), MCom (UNSW), SF Fin	1 February 2021	7 months
The Hon. Nicola Roxon	Yes	BA/LLB (Hons), GAICD	1 September 2017	4 years
Darren Steinberg	No	BEc, FAICD, FRICS, FAPI	1 March 2012	9 years 6 months

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QualificationsProfessional Tenure Gender [1]
Economics 20% 0-3 years 25% Men 57%
Commerce/Accounting 30% 3-6 years 25% Women 43%
MBA 10% 6-9 years 12%
Law 30% 9+ years 38%
Other 10%
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1 Non-Executive Directors only.

8 Dexus 2021 Corporate Governance Statement

2.4 Board independence

Non-Executive Directors must be free of any business or other relationship that could interfere materially with the exercise of their unfettered and independent judgement.

The Board has determined that each Non-Executive Director is independent as each Non-Executive Director:

Is not a substantial Security holder of Dexus, nor otherwise associated with a substantial Security holder of Dexus
Is not employed, nor within the last three years has been employed, in an executive capacity by Dexus
Has not been within the last three years, a principal or an employee of a material professional adviser or a material consultant to Dexus
Has not been a material supplier or customer of Dexus, or otherwise associated with a material supplier or customer
Has no material contractual relationship with Dexus (other than as a Non-Executive Director of Dexus)
Has not served on the Board for a period which could, or could reasonably be perceived to, interfere materially with the director’s ability to act in the best interests of Dexus
Is free from any interest and any business or other relationship which could, or could reasonably be perceived to, interfere with the director’s ability to act in the best interests of Dexus
Is free from family ties or crossdirectorships that may compromise director independence
Does not receive performance-based remuneration from Dexus nor does he/ she participate in a Dexus employee incentive scheme

The Board regularly assesses the independence of its directors in light of interests disclosed to it and has determined that each Non-Executive Director has maintained independence throughout the year.

2.5 Induction programs for new 2.6 Election and re-election of Directors Non-Executive Directors

The Induction Program for newly appointed directors is comprehensive and includes familiarisation with specific structures, policies and legal documents and accounting matters including (but not limited to):

To enable Dexus investors to make an informed decision in relation to the re-election of a Non-Executive Director, the following information will be made available to Dexus investors either on the Dexus website corporate governance page, provided in the Notice of Meeting, or presented by the Non-Executive Director at the AGM.

Outline of the Corporate and Committee structure
Organisational charts providing details of business units
Biography of professional qualification and experience
Terms of Reference for the Board and Board Committees
The skills the Non-Executive Director brings to the Dexus Board
Minutes of the previous Board and Board Committee meetings
Details of other directorships
Length of service on the Dexus Board
A copy of the Constitution
Confirmation that the Board considers the candidate is determined to be an Independent Director
A copy of the Business Plan
Dexus Compliance Management Framework
Confirmation from the Board that it supports the re-election and the reason
Dexus Risk Management Framework
Dexus Risk Appetite Statement
Key Dexus policies including:
Directors’ Code of Conduct
Securities Trading (including inside information) Policy
Continuous Disclosure Policy
Inclusion and Diversity Policy

The Induction Program is reviewed periodically.

A newly appointed Non-Executive Director will meet with key members of management who will provide an overview of their areas of responsibility. Newly appointed Non-Executive Directors are encouraged to attend each of the Board Committee meetings to assist in understanding the Dexus business model and approach to corporate governance. Newly appointed Non-Executive Directors are also encouraged to conduct site visits of Dexus’s key operations.

Non-Executive Directors attest annually that they remain independent. The Chair is independent and not the same person as the Chief Executive Officer.

Dexus 2021 Corporate Governance Statement 9

Principle 2 Structure the Board to be effective and add value

2.7 Meetings

The Board generally meets monthly between February and November, with additional meetings held throughout the year as required. A Board calendar is developed and agreed at least 12 months ahead of the new calendar year. The calendar provides dates of Board and Board Committee meetings.

Board meetings are normally held at the registered office of Dexus, although some meetings may be held ‘offsite’ allowing directors to visit Dexus owned and managed properties. To maximise participation, video conferencing facilities are utilised as required.

Each standard Board meeting includes a Non-Executive Director only session, led by the Chair, followed by a session in which the Executive Director and the Company Secretary join the meeting. The Chief Financial Officer and Chief Investment Officer then join the meeting.

Remaining members of the Group Management Committee and senior management are also available to provide clarification or answer questions directors may have either prior to the Board meeting or may be invited to attend and present at Board meetings.

Board and Board Committee papers are provided to directors electronically at least five business days prior to the meeting.

2.8 Access to training and 2.9 Membership on other information Boards

Directors receive regular presentations by management and external advisers regarding sector, fund, and industry specific trends. Non- Executive Directors are encouraged to seek additional information from management as necessary.

The Board acknowledges that membership of other boards is beneficial and accordingly supports and encourages its members to hold directorships on other boards including charitable, community and not-for-profit boards.

Non-Executive Directors are actively involved in inspections of Dexus properties both collectively and individually and are encouraged to pursue professional development opportunities to maintain the skills and knowledge needed to perform their role as directors effectively at the group’s expense.

The Board also acknowledges that concurrent service on multiple boards by Dexus directors may impact their overall performance and ability to devote adequate time to each board/position. The Board recognises that the time required to fulfil each directorship role varies and, as a result, has determined that it is not appropriate to set a limit on the total number of directorships held.

Should a Non-Executive Director wish to seek independent professional advice that they believe is necessary to discharge their responsibility as a director, the matter is initially referred to the Chair. Where the Chair determines it is appropriate that advice be sought by the Non-Executive Director, Dexus will pay for such advice. To ensure all directors are equally appraised, the advice will be provided to all members of the Board (or Board Committee).

Directors will consider the number of directorships they hold to ensure they have sufficient time to attend to the affairs of Dexus. Should a director wish to accept directorships in addition to those already held, the matter is referred to the Chair for approval.

Where the Chair wishes to accept directorships or other commitments, the matter is referred to the Chair of the People & Remuneration Committee for consideration.

Any action items identified by the directors are recorded in the minutes. The Company Secretary ensures that the action items are appropriately addressed, and progress is reported to the Board and Board Committees.

Agenda items for Board meetings are set by the Chair in conjunction with the Chief Executive Officer and Company Secretary and include (but are not limited to):

Chief Executive Officer’s report
Company Secretary’s corporate governance update
Minutes of Board Committee meetings
Reports on asset acquisitions, divestments and developments
Management presentations
Other business where directors can raise any topical matters

Directors are expected to attend 100% of scheduled meetings unless prior approval is provided by the Chair.

10 Dexus 2021 Corporate Governance Statement

Principle 3 Instil a culture of acting lawfully, ethically and responsibly

3.1 Statement of values

Dexus articulates and discloses its statement of values which include:

Openness and trust
Empowerment
Integrity

The statement of values is available at - - www.dexus.com/discover dexus/our purpose.

3.2 Codes of Conduct

To meet statutory and fiduciary obligations (including those relating to the management of third party capital partners) and to maintain confidence in its integrity, the Board implements a series of clearly articulated policies to which all employees must adhere. These policies are reviewed and approved at least annually. In particular:

The Board considers it important that all employees meet the highest ethical and professional standards and has established an Employee Code of Conduct and a Directors’ Code of Conduct. Any alleged breach of the Codes of Conduct is investigated. A significant breach may result in termination of employment
The group requires the identification and disclosure of the accepting and granting of any gifts and benefits under its Code of Conduct
The group does not donate to political parties
The group strongly supports the identification and disclosure of corrupt conduct, illegality or substantial waste of company assets under its Whistleblower Policy. Employees who make such disclosures are protected from any detrimental action or reprisal, and an independent external disclosure management service provider has been appointed to ensure, when requested, anonymity for those reporting incidents
The group upholds human rights in its operations and supply chain and has in place a Human Rights Policy and issues a Modern Slavery Statement annually

All employees are required to confirm on an annual basis, compliance with key Dexus policies . Employees are asked to confirm ongoing compliance with policies addressing:

Code of Conduct
Compliance Incidents
WH&S
Conflicts of Interest (Personal and Business)
Securities Trading (including inside information), and

Material breaches of any Dexus policy (including the Codes of Conduct and Fraud, Corruption and Bribery policies) are reported to the Board Risk Committee along with remediation action taken to address the breach.

Material incidents reported under Dexus’s Whistleblower Policy are reported to the Board Risk Committee.

Dexus’s Board and Corporate Policies (including its Whistleblower and Fraud, Corruption and Bribery policies) are available at www.dexus.com/ corporategovernance.

3.3 Trading in Dexus securities

The group’s Securities Trading (including inside information) Policy applies to directors and employees who wish to invest in Dexus securities for themselves or on behalf of an associate.

The policy requires any Director who wishes to trade in Dexus securities to obtain approval from the Chair and General Counsel. Should the Chair wish to trade in Dexus securities, approval is required from a Non-Executive Director and the General Counsel.

Employees wishing to trade in Dexus securities must obtain written approval from their Group Management Committee member and Head of Governance before entering into a transaction.

Directors and employees are permitted to trade Dexus securities only in defined trading windows, provided approval has been granted and only if they are not in possession of inside information.

In the event that the Chair, Chief Executive Officer, Group Management Committee member or the General Counsel considers that there is the potential that inside information may be held or that a significant conflict of interest may arise, trading will not be permitted, even during defined trading windows.

The Securities Trading (including inside information) Policy is available at www.dexus.com/corporategovernance.

Modern Slavery

Dexus provides regular training to employees on their obligations under these policies.

Dexus 2021 Corporate Governance Statement 11

Principle 3 Instil a culture of acting lawfully, ethically and responsibly

3.4 Conflicts of interest and related party dealings

The group’s Conflicts of Interest policies address the management of conflicts of interest and related party transactions which may arise including:

When allocating property transactions; where a new property acquisition opportunity meets the mandate of more than one Dexus client (including Dexus)
When negotiating leases; where a prospective tenant is interested in more than one property owned by different Dexus clients (including Dexus)
When executing transactions between Dexus clients (including Dexus)
When the personal interests of an employee or director conflict with those of Dexus or its clients

Where a conflict of interest is identified, the Compliance team liaises with the business representatives to ensure effective and timely management of the conflict.

The General Counsel reports to the Board on related party transactions on a monthly basis and the Head of Compliance reports leasing conflicts of interest to the Board Risk Committee each quarter.

Where there is an actual, potential or perceived conflict of interest between the personal interests of a director and the duties the director owes to Dexus, the director is required to disclose the circumstances to the Chair for determination as to the most appropriate method by which to manage the conflict.

A director with an actual, potential or perceived conflict in relation to a matter before the Board will be excluded from attending that part of the Board meeting. Papers and minutes in relation to the matter will not be provided to the director.

3.5 Sustainability and responsible investment

The Board Environmental, Social & Governance Committee oversees the implementation and management of initiatives to maintain the group’s position as a leader in sustainability practices.

The members of the Board Environmental, Social & Governance Committee are:

Nicola Roxon, Chair, Non-Executive Director
Penny Bingham-Hall, Non-Executive Director
Mark Ford, Non-Executive Director

The Board Environmental, Social & Governance Committee meets at least quarterly.

The Board Environmental, Social & Governance Committee Terms of Reference can be found at www.dexus. com/corporategovernance.

Dexus is a signatory to the United Nations Principles of Responsible Investment (UNPRI) and integrates the UNPRI’s six principles within its Sustainability Approach and governance frameworks.

Dexus’s Sustainability Approach is linked with the group’s strategy and vision with the overarching goal of creating sustained value for Dexus’s investors, people, customers, communities, cities and the environment.

Dexus manages environmental, social and governance issues across the property life-cycle for its direct portfolio and across its third party capital partners, by systematically translating strategy and vision into actions and clear targets and integrating these into day-to-day operations.

Dexus complies with the Australian legislated Modern Slavery Act (MSA). Internally, Dexus has established a crossfunctional working group (called the Modern Slavery Working Group) to review and update policies and procedures, and to document an effective compliance and monitoring framework.

Further to this and in conjunction with the Property Council of Australia (PCA), Dexus and other PCA members have collaborated to adopt an industry-wide supplier due diligence tool. The tool is an online assessment questionnaire deployed to engage with suppliers on modern slavery practices using common survey questions. Dexus has also applied MSA requirements to high priority areas such as cleaning and security and undertakes internal audits to gain assurance of the work practices of these organisations.

Dexus is a signatory of the United Nations (UN) Global Compact, the world’s largest global corporate sustainability initiative. Dexus commits to uphold the UN Global Compact’s ten principles on human rights, labour relations, environment and anticorruption. Dexus’s Sustainability Approach aligns with the global framework, which encourages businesses to integrate their activities in line with broader global goals including the UN Sustainable Development Goals. Alignment with the UN Global Compact also reinforces Dexus’s commitment to address human rights and eradicate modern slavery across its operations and supply chain, as part of its response to Australia’s MSA.

The Executive General Manager, Investor Relations, Communications and Sustainability is responsible for implementing the group’s Sustainability Approach and sustainability reporting. This role is a member of the Group Management Committee, which has overall operational responsibility for addressing economic, environmental and social topics, including property resilience and climate change impacts, human rights and community investment.

Dexus’s Sustainability Approach is available at www.dexus.com/ sustainability.

12 Dexus 2021 Corporate Governance Statement

Principle 4 Safeguard the integrity of corporate reports

4.1 Board Audit Committee

To ensure the accurate presentation of each Trust’s financial position, DXFM has in place a structure of review and authorisation, where the Board Audit Committee reviews (among other matters):

Financial Statements of each entity
Independence and competence of the external auditor
Semi-annual management representations to the Committee, affirming the veracity of each entity’s Financial Statements
Treasury and Tax related matters such as funding strategies, distribution pay-out ratio, periodic market guidance and tax risk policy
Internal audit function

The Board Audit Committee’s Terms of Reference require that all members are Non-Executive Directors with financial expertise and an understanding of the industry in which Dexus operates. The Board Audit Committee:

The members of the Board Audit Committee are:

Mark Ford, Chair, Non-Executive Director
Patrick Allaway, Non-Executive Director
Tonianne Dwyer, Non-Executive Director
Warwick Negus, Non-Executive Director

The qualifications and experience of each of the Board Audit Committee members can be found at www.dexus. com/board. All of these directors are independent, including the Chair. The Chair of the Board Audit Committee provides updates to the Board on key deliberations of the Board Audit Committee.

Representations from the Chief Executive Officer and the Chief Financial Officer on the veracity, maintenance and compliance with relevant standards for Financial Statements and effectiveness of the financial risk management systems are provided to the Board Audit Committee on a semi-annual basis

Has access to management
Has unrestricted access to, and receives regular feedback from, the external auditors without management present
Has the opportunity to seek explanations and additional information as it sees fit
May also obtain independent professional advice in the satisfaction of its duties at the cost of the group, and independent of management

The Board Audit Committee meets as frequently as required to undertake its role effectively, but not less than four times a year, and the external auditor (PwC) is invited to attend all meetings. The Board also requests that the external auditor of DXFM, and its related trusts and entities, attends the Annual General Meeting of the group and is available to answer questions relating to the audit of the group’s Financial Statements, preparation and content of the auditor’s report, the accounting policies adopted by the group and auditor independence.

The Board Audit Committee Terms of Reference is available at www.dexus. com/corporategovernance.

To ensure the independence of the statutory auditor, the Committee has responsibility for approving the engagement of the auditor for any nonaudit service greater than $100,000.

Dexus’s policy on the selection and appointment of the external auditor is outlined in the Auditor Independence Policy available at www.dexus.com/ corporategovernance.

The Board Audit Committee has appointed PwC as its external auditor. PwC is responsible for conducting an external audit of the half year and full year financial reports. PwC is expected to carry out its responsibilities in accordance with Australian law and audit firm policy. To the extent that DXFM as Responsible Entity for any fund issues interim accounts, these are issued with a review opinion from PwC.

Dexus 2021 Corporate Governance Statement 13

Principle 5 Make timely and balanced disclosure

5.1 Continuous disclosure

To ensure continuous disclosure obligations are met, Dexus has the following procedures in place:

Ongoing education of managers and directors ensuring all parties clearly understand the ASX Listing Rule obligations and the consequences of a breach
Efficient reporting channels capturing information that potentially requires disclosure and bringing it to the immediate attention of the Chief Executive Officer or the General Counsel
An effective monitoring system which helps ensure ongoing compliance
A clear and concise policy outlining obligations and expectations of Dexus employees in the identification and management of matters that may require disclosure to the market

Dexus has established a Continuous Disclosure Committee to assist in the identification and reporting of material matters to the market in the spirit of legislation and regulations.

The Continuous Disclosure Committee members comprise:

General Counsel & Company Secretary (Chair)
Chief Executive Officer
Chief Financial Officer
Chief Investment Officer
Executive General Manager, Investor Relations, Communications and Sustainability

The Continuous Disclosure Committee meets on a regular basis to consider whether any disclosure obligation is likely to arise as a result of the activities being undertaken by the group. The Continuous Disclosure Committee is comprised of executives based at Dexus’s corporate head office allowing meetings to be held at short notice.

The effective operation of the Continuous Disclosure Committee ensures:

Investors continue to have equal and timely access to material information, including the financial status, performance, ownership and governance of the Trusts
Announcements are factual and presented in a clear and balanced way

Management is required to provide a quarterly attestation to the Compliance team that issues within their area of responsibility that would be subject to continuous disclosure requirements have been dealt with in accordance with the Continuous Disclosure Policy.

The Chief Executive Officer and/or the General Counsel will immediately notify the Chair of the Board should any material concern arise regarding continuous disclosure. The Chair will then decide whether the issue should be further referred to the full Board or a nominated Board Committee or SubCommittee prior to any market release being made, if considered appropriate.

The Board has a standing agenda item for it to assess if there are any matters that should be disclosed to the market.

All directors are promptly provided with copies of ASX announcements and media releases after they have been released.

Presentations provided at investor or analyst briefings are uploaded to the ASX Market Announcement Platform ahead of the presentation.

5.2 Verification of ASX announcements

To ensure information provided to the market is accurate, complete and relevant, all releases to the ASX are subject to verification. All ASX announcements are uploaded on the Material Approvals Database for review and approval by relevant Managers. A release is only issued to the ASX where all relevant approvals have been provided. Any exceptions require the approval of the General Counsel or Executive General Manager - Investor Relations, Communications & Sustainability.

Key disclosures such as Annual and Half Yearly reports are uploaded on the Material Approvals Database for review and approval. Verification software assists in the collection of documentation that verifies statements made in the report.

The veracity of verification is subject to review by the Compliance team. Relevant Managers ensure that where Compliance has requested additional information, that information is provided to the satisfaction of the Compliance team prior to finalisation of the document.

The Continuous Disclosure Committee or the Board may request Compliance undertake a review of verification on any document prior to release to the ASX.

The Continuous Disclosure Policy is available at www.dexus.com/ corporategovernance.

All ASX announcements include a statement that the announcement is authorised by the Board or the General Counsel/Company Secretary.

14 Dexus 2021 Corporate Governance Statement

Principle 6 Respect the rights of security holders

6.1 Annual General Meeting

The Board conducts an AGM increasing the opportunity for interaction with Dexus investors.

Each AGM is designed to:

Facilitate investor discussion on the annual remuneration report
Supplement effective communication with Dexus investors
Provide Dexus investors with access to balanced and readily understandable information
Increase the opportunities for participation
Facilitate Dexus investors’ rights to appoint Non-Executive Directors to the Board of DXFM

Dexus recognises the importance of Dexus investor participation at the AGM and supports and encourages that participation.

The group’s policy is that all directors attend the AGM.

The external auditor of the Trusts attends each AGM and is available to answer questions regarding the conduct of the audits of the Trusts’ financial records and their Compliance Plans, as well as the preparation and content of the Auditor’s Report.

Dexus engages an independent service provider, Link Market Services, to conduct any Dexus investor voting required at the AGM. To facilitate participation, the AGM is webcast live and archived for viewing on Dexus’s website for those Dexus investors unable to attend the meeting. The results of voting on the items for the formal business of the meeting are released to the ASX and published on the Dexus website after the AGM.

Resolutions are decided by a poll, not a show of hands.

6.2 Stakeholder communication

In addition to conducting an AGM, the group maintains an investor relations and communications approach that promotes an informed market and encourages participation with investors.

This approach involves providing an open and ongoing two-way dialogue with the investment community and other key stakeholders that integrates the communication of financial and operational performance and regulatory reporting requirements.

Dexus also participates in retail adviser roundtables and ASX investor series presentations.

Annual and half-year financial results presentation briefings with institutional investors and analysts are webcast and made available to all investors on Dexus’s website.

Dexus also provides a comprehensive Annual Reporting Suite comprising an Annual Report, Financial Statements, Sustainability Report, results presentation and property synopsis. Dexus’s website provides access to ASX announcements, media releases, annual and half year reports, presentations and analyst support material. Investors can subscribe to alerts from the website to receive communications from Dexus immediately after release. The website also provides historical distribution and tax information and includes an “investor login” section to enable Dexus investors to update their details directly and download statements from Link Market Services.

Dexus actively posts on its LinkedIn and Facebook corporate profiles which enables it to ‘push’ news stories and ASX announcements onto these social media platforms to reach a large network of followers.

Enquiries received from Dexus investors are addressed in a timely manner in accordance with Dexus’s policy on the handling of enquiries and complaints. Dexus investors are given the option to receive communications from, and send communications to, Dexus and Link Market Services electronically (where permitted by law).

The Executive General Manager – Investor Relations, Communications and Sustainability is responsible for all stakeholder communications and activities, and reviews and approves communications in accordance with Dexus’s material approval process.

The Investor Communications Policy is available at www.dexus.com/ corporategovernance.

Dexus 2021 Corporate Governance Statement 15

Principle 7 Recognise and manage risk

7.1 Board Risk Committee

The Board Risk Committee oversees risk management at Dexus. The Committee oversees the group’s enterprise risk management practices, as well as work, health & safety, environmental risk management and compliance practices. It also oversees the effectiveness and annual review of the group’s Risk Management Framework, Compliance Management Framework and Risk Appetite Statement. The group operates with due regard to the risk appetite set by the Board and reports to the Board Risk Committee on a quarterly basis.

Dexus’s Risk Management Policy and the Committee’s Terms of Reference are available at www.dexus.com/ corporategovernance.

The members of the Board Risk Committee are:

Tonianne Dwyer, Chair, Non-Executive Director
Patrick Allaway, Non-Executive Director
Warwick Negus, Non-Executive Director

All members of the Board Risk Committee are independent including the Chair. The Board Risk Committee will meet not less than four times a year. The Chair of the Board Risk Committee provides updates to the Board on key deliberations of the Board Risk Committee.

While most risks are identified, managed and monitored internally, Dexus appoints independent experts to undertake monitoring of WH&S, environmental risks and other risks where expert knowledge is essential to ensure Dexus has in place best practice processes and procedures.

The Board Risk Committee is empowered to engage consultants, advisers or other experts independent of management.

7.2 Risk management

The management of risk is an important aspect of Dexus’s activities, and the group has a dedicated risk function led by the Head of Risk who has direct access to the Chief Executive Officer and Non-Executive Directors.

The Board has established the Board Risk Committee to oversee risk management at Dexus and this is supported by the senior executives.

The ongoing effectiveness of the Risk Management Framework is reported on a quarterly basis to the Corporate Executive Committee and Board Risk Committee.

The Board Risk Committee reviews (and endorses to the Board) Dexus’s Risk Management and Compliance Management frameworks at least annually, in accordance with its Terms of Reference.

The Board Risk Committee assesses the soundness of Dexus’s risk management framework, considers contemporary and emerging risks and operates with due regard for Dexus’s Risk Appetite Statement.

7.3 Internal audit

Dexus has appointed KPMG to perform the internal audit function which is overseen by the Head of Governance. The Head of Governance and a KPMG partner attends each Board Audit Committee to present findings of internal audits undertaken during the quarter and the progress on remediation plans. Internal audit reports prepared by KPMG are provided to Board Risk Committee for information purposes.

The Internal Audit Plan has a three-year cycle, the results of which are reported quarterly to the Corporate Executive Committee and to the Board Audit Committee.

7.4 Material exposures

Dexus is committed to managing risks on an ongoing basis as part of the Risk Management Framework. Please refer to the materiality assessment on pages 6-7 of the 2021 Sustainability Report and the key risks section on pages 22-27 of the Dexus 2021 Annual Report for further information.

Dexus reports on its approach to addressing climate-related issues in accordance with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), on pages 66-69 of the 2021 Annual Report and pages 64-65 of the 2021 Sustainability Report.

16 Dexus 2021 Corporate Governance Statement

Principle 8 Remunerate fairly and responsibly

8.1 Board People & Remuneration Committee

The Board People & Remuneration Committee oversees all aspects of:

– Director and Executive remuneration

Director, Chief Executive Officer and management succession planning

The members of the Board People & Remuneration Committee are:

Penny Bingham-Hall, Chair, Non-Executive Director

Details of the group’s remuneration framework for Executives, Non-Executive Directors and employees are set out in the Remuneration Report that forms part of the Directors’ Report contained in the Dexus 2021 Annual Report starting on page 78. There are no schemes for retirement benefits (other than compulsory contributions to superannuation) for Non-Executive Directors.

Nicola Roxon, Non-Executive Director
Richard Sheppard, Non-Executive Director

All members of the Committee are independent including the Chair. The Board People & Remuneration Committee will meet at least three times per year. The Board People & Remuneration Committee Terms of Reference are available at www.dexus. com/corporategovernance.

The Chief Executive Officer, Chief Operating Officer and Head of People & Culture attend the Board People & Remuneration Committee meetings by invitation.

It is the practice of the Board People & Remuneration Committee to meet without executives for part of each meeting. Management are not in attendance when their own performance or remuneration is discussed.

Acknowledging the impact of culture on both financial and non-financial risk management, the Board Risk Committee and Board People & Remuneration Committee meet concurrently, twice a year, to discuss Dexus’s approach to the identification and management of organizational culture.

Dexus 2021 Corporate Governance Statement 17

ASX Corporate Governance Principles & Recommendations (4th edition) Checklist

ASX	Principles	Principles	Reference	Comply
Principle 1 – Lay solid foundations for management and oversight
1.1	A listed entity should have and disclose a board charter setting out:		1.1	
	(a)	the respective roles and responsibilities of its board and management, and	1.4
	(b)	those matters expressly reserved to the board and those delegated to management
1.2	A listed entity should:		1.2	
	(a)	undertake appropriate checks before appointing a director or senior executive, or putting someone forward for election as a director and	2.6 and Notice
	(b)	provide security holders with all material information in its possession relevant to a decision	of Meeting
		on whether or not to elect or re-elect a director
1.3	A listed entity should have a written agreement with each director and senior executive		1.2	
	setting out the terms of their appointment.
1.4	The company secretary of a listed entity should be accountable directly to the board,		1.3	
	through the chair, on all matters to do with the proper functioning of the board.
1.5	A listed entity should:		1.5	
	(a)	have and disclose a diversity policy;
	(b)	through its board or a committee of the board set measurable objectives for achieving
		gender diversity in the composition of its board senior executives and workforce generally;
		and
	(c)	disclose in relation to each reporting period:
		i. the measurable objectives set for the period to achieve gender diversity;
		ii. the entity’s progress towards achieving those objectives, and either:
	•	the respective proportions of men and women on the board, in senior executive positions
		and across the whole workforce (including how the entity has defned “senior executive” for
		these purposes), or
	•	if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s
		most recent “Gender Equality Indicators”, as defned in and published under that Act
1.6	A listed entity should:		1.6	
	(a)	have and disclose a process for periodically evaluating the performance of the board, its
		committees and individual directors, and
	(b)	disclose for each reporting period, whether a performance evaluation has been undertaken in
		accordance with that process during or in respect of that period
1.7	A listed entity should:		Remuneration Report in the	
	(a)	have and disclose a process for evaluating the performance of its senior executives at least	2021 Annual
		once every reporting period, and	Report
	(b)	disclose for each reporting period, whether a performance evaluation has been undertaken in
		accordance with that process during or in respect of that period

18 Dexus 2021 Corporate Governance Statement

ASX	Principles	Reference	Comply
Principle 2 – Structure of the board to add value 2.1 The board of a listed entity should: (a) have a nomination committee which: i. has at least three members, a majority of whom are independent directors, and ii. is chaired by an independent director, and disclose iii. the charter of the committee iv. the members of the committee, and v. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings, or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities efectively		2.1	
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	2.2	
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors (b) if a director has an interest, position or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion, and (c) the length of service of each director	2.3	
2.4	A majority of the board of a listed entity should be independent directors.	2.3 and 2.4	
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	2.3 and 2.4	
2.6A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors efectively. Principle 3 – Act ethically and responsibly		2.5 and 2.8	
3.1	A listed entity should articulate and disclose its values.	3.1	
3.2	A listed entity should:	3.2	
	(a) have and disclose a code of conduct for its directors, senior executives and employees; and
	(b) ensure that the board or a committee of the board is informed of any material breaches of the
	code
3.3	A listed entity should:	3.2	
	(a) have and disclose a whistleblower policy; and
	(b) ensure that the board or a committee of the board is informed of any material incidents reported
	under that policy
3.4	A listed entity should:	3.2	
	(a) have and disclose an anti-bribery and corruption policy; and
	(b) ensure that the board or a committee of the board is informed of any material breaches of that
	policy

Dexus 2021 Corporate Governance Statement 19

ASX Corporate Governance Principles & Recommendations (4th edition) Checklist

ASX	Principles	Reference	Comply
Principle 4 – Safeguard integrity in corporate reporting 4.1 The board of a listed entity should: (a) have an audit committee which: i. has at least three members, all of whom are non-executive directors and a majority of whom are independent directors, and ii. is chaired by an independent director, who is not the chair of the board, and disclose: iii. the charter of the committee iv. the relevant qualifcations and experience of the members of the committee, and v. in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings, or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner		4.1	
4.2	The board of a listed entity should, before it approves the entity’s fnancial statements for a fnancial period, receive from its CEO and CFO a declaration that, in their opinion, the fnancial records of the entity have been properly maintained and that the fnancial statements comply with the appropriate accounting standards and give a true and fair view of the fnancial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating efectively.	4.1	
4.3A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by any external auditor. Principle 5 – Make timely and balanced disclosure 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.		4.1 and 5.2 5.1	 
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	5.1	
5.3A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. Principle 6 – Respect the rights of security holders		5.1	
6.1	A listed entity should provide information about itself and its governance to investors via its	dexus.com	
	website.
6.2	A listed entity should have an investor relations program that facilitates efective two-way	6.2	
	communication with investors.
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of	6.2	
	security holders.
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are	6.1	
	decided by a poll rather than by a show of hands.
6.5	A listed entity should give security holders the option to receive communications from, and send	6.2	
	communications to, the entity and its security registry electronically.

20 Dexus 2021 Corporate Governance Statement

ASX	Principles	Reference	Comply
Principle 7 – Recognise and manage risk
7.1	The board of a listed entity should:	7.1	
	(a) have a committee or committees to oversee risk, each of which:
	i. has at least three members, a majority of whom are independent directors, and
	ii. is chaired by an independent director, and disclose:
	iii. the charter of the committee
	iv. the members of the committee, and
	v. as at the end of each reporting period, the number of times the committee met throughout
	the period and the individual attendances of the members at those meetings, or
	(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact
	and the processes it employs for overseeing the entity’s risk management framework
7.2	The board or a committee of the board should:	7.1 and 7.2	
	(a) review the entity’s risk management framework at least annually to satisfy itself that it
	continues to be sound and that the entity is operating with due regard to the risk appetite set
	by the board, and
	(b) disclose, in relation to each reporting period, whether such a review has taken place
7.3	A listed entity should disclose:	7.3	
	(a) if it has an internal audit function, how the function is structured and what role it performs, or
	(b) if it does not have an internal audit function, that fact and the processes it employs for
	evaluating and continually improving the efectiveness of its governance, risk management
	and internal control processes
7.4	A listed entity should disclose whether it has any material exposure to environmental or	7.4	
	social risks and, if it does, how it manages or intends to manage those risks.
Principle 8 – Remunerate fairly and responsibly
8.1	The board of a listed entity should:	8.1	
	(a) have a remuneration committee which:
	i. has at least three members, a majority of whom are independent directors, and
	ii. is chaired by an independent director, and disclose:
	iii. the charter of the committee
	iv. the members of the committee, and
	v. as at the end of each reporting period, the number of times the committee met
	throughout the period and the individual attendances of the members at those meetings,
	or
	(b) if it does not have a remuneration committee, disclose that fact and the processes it
	employs for setting the level and composition of remuneration for directors and senior
	executives and ensuring that such remuneration is appropriate and not excessive
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	Remuneration Report in the 2021 Annual Report	
8.3	A listed entity which has an equity-based remuneration scheme should:	Remuneration Report in the	
	(a) have a policy on whether participants are permitted to enter into transactions (whether	2021 Annual
	through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and	Report
	(b) disclose that policy or a summary of it

Dexus 2021 Corporate Governance Statement 21

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DEXUS — Regulatory Filings 2021

64807_rns_2021-08-16_1c802821-aa1f-4ac4-ac6b-1231b9ae39a9.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Statement 2021

ASX Corporate Governance Governance for Funds Council Principles and Management Recommendations 4th edition

This Corporate Governance Statement was approved by the Board on 16 August 2021

Governance dashboard

Board management, oversight and structure

Act lawfully, ethically and responsibly and make timely and balanced disclosure

Safeguard integrity in corporate reports

Refer to Principle 4 and 7

Refer to Principles 1 and 2

Respect the rights of Security holders

Refer to Principle 6

Refer to Principles 3 and 5

Recognise and manage risk

Remunerate fairly

and responsibly

Refer to Principle 8

Refer to Principle 7

Principle 1 Lay solid foundations for management and oversight

Related key governance documents:

1.1 Board responsibilities

1.2 The Role of the Chair and appointment processes for directors

1.3 Company Secretaries

1.4 Group Management Committee responsibilities

1.5 Diversity

1.6 Performance of the Board

Principle 2 Structure the Board to be effective and add value

2.1 Dexus corporate governance structure

Related key governance documents:

2.1 Dexus corporate governance structure (continued)

Group Management Committee D Steinberg (Chair)

2.2 Board matrix

Areas of skills and expertise

2.3 Board composition

2.4 Board independence

2.5 Induction programs for new 2.6 Election and re-election of Directors Non-Executive Directors

2.7 Meetings

2.8 Access to training and 2.9 Membership on other information Boards

Principle 3 Instil a culture of acting lawfully, ethically and responsibly

Related key governance documents:

3.1 Statement of values

3.2 Codes of Conduct

3.3 Trading in Dexus securities

3.4 Conflicts of interest and related party dealings

3.5 Sustainability and responsible investment

Principle 4 Safeguard the integrity of corporate reports

Related key governance documents:

4.1 Board Audit Committee

Principle 5 Make timely and balanced disclosure

Related key governance documents:

5.1 Continuous disclosure

5.2 Verification of ASX announcements

Principle 6 Respect the rights of security holders

Related key governance documents:

6.1 Annual General Meeting

6.2 Stakeholder communication

Principle 7 Recognise and manage risk

Related key governance documents:

7.1 Board Risk Committee

7.2 Risk management

7.3 Internal audit

7.4 Material exposures

Principle 8 Remunerate fairly and responsibly

Related key governance documents:

8.1 Board People & Remuneration Committee

ASX Corporate Governance Principles & Recommendations (4th edition) Checklist

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