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DEXUS Regulatory Filings 2021

Jun 30, 2021

64807_rns_2021-06-30_f42837d9-dedf-4843-9379-2ed2e0751441.pdf

Regulatory Filings

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Rule 1.7

Appendix 1A

Application for Admission to the ASX Official List (ASX Listing)

Name of entity[1]

Dexus Funds Management Limited (ABN 24 060 920 783) in its capacity as responsible entity of the Dexus Property Trust

ABN/ARBN
ARSN 648 526 470
Date of this form
ARSN 648 526 470 29 March 2021

We (the entity named above) apply for admission to the[+] official list of ASX Limited (ASX) as an ASX Listing and for[+] quotation of the following[+] securities (or such other number of[+] securities as we may notify to ASX prior to the commencement of[+] quotation):

Number +Class (quoted only)
Estimated maximum number
and+class of+securities to be
quoted on ASX at the
commencement of quotation on
ASX
1,075,565,246 Ordinary

By giving this form to ASX, we agree to the matters set out in Appendix 1A of the ASX Listing Rules.

Notes:

1. If the entity seeking admission is a trust, the application should be in the form “[Name of responsible entity of trust] in its capacity as responsible entity of [Name of trust]”.

2. An entity seeking admission to the official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website.

ASX Listing Rules Appendix 1A (01/12/19) + See chapter 19 of the ASX Listing Rules for defined terms.

Page 1

Information Form and Checklist

(ASX Listing)

(ASX Listing)
Name of entity
Dexus Property Trust (“DPT”)
ABN/ACN/ARBN/ARSN
Dexus Property Trust (“DPT”) ARSN 648 526 470

We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing.

Note: by giving an Appendix 1A Application for Admission to the ASX Official List (ASX Listing) to ASX, the entity is taken to have warranted that all of the information and documents it has given, or will give, to ASX in connection with its admission to the official list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1A of the ASX Listing Rules).

The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the warranty and indemnity mentioned above.

Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules.

Part 1 – Key Information

Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”.

All entities – corporate details[1]

Type of Australian registration
number given above (eg ABN, ACN,
ARSN or ARBN)
ARSN 648 526 470
Legal entity identifier, if applicable N/A
Place of incorporation or
establishment
The governing law of the trust deed is New South Wales
Date of incorporation or
establishment
The trust deed for DPT was signed on 8 March 2021 and DPT was registered as
a Managed Investment Scheme in Australia on 19 March 2021
Legislation under which incorporated
or established
Corporations Act 2001(Cth)
Address of registered office in place
of incorporation or establishment
Australia Square, Level 25, 264-278 George Street, Sydney NSW
Main business activity Together with Dexus Operations Trust (“DXO”), DPT will form a stapled group
that will continue Dexus’s (ASX: DSX) business of managing, developing and
transacting high-quality portfolio properties located in Australia.
Country where main business activity
is mostly carried on
Australia
Other exchanges on which the entity
is listed
N/A

1 If the entity applying for admission to the official list is a stapled group, please provide these details for each entity comprising the stapled group.

ASX Listing Information Form and Checklist (01/12/19)

Page 1

Street address of principal
administrative office
Australia Square, Level 25, 264-278 George St, Sydney NSW 2000
Postal address of principal
administrative office
Australia Square, Level 25, 264-278 George St, Sydney NSW 2000
Telephone number of principal
administrative office
+61 2 9017 1100
E-mail address for investor enquiries [email protected]
Website URL https://www.dexus.com/

All entities – board and senior management details[2]

Full name and title of chairperson of
directors
Wallace Richard Sheppard, Chair and Independent Non-Executive Director
Full names of all existing directors Penelope Bingham-Hall, Independent Non-Executive Director
Tonianne Dwyer, Independent Non-Executive Director
Darren Joseph Steinberg, Chief Executive Officer and Executive Director
Mark Henry Ford, Independent Non-Executive Director
Nicola Louise Roxon, Independent Non-Executive Director
Wallace Richard Sheppard, Chair and Independent Non-Executive Director
Patrick Newton James Allaway, Independent Non-Executive Director Warwick
Martin Negus, Independent Non-Executive Director
Full names of any persons proposed
to be appointed as additional or
replacement directors
N/A
Full name and title of CEO/managing
director
Darren Steinberg, Chief Executive Officer and Executive Director
Email address of CEO/managing
director
[email protected]
Full name and title of CFO Alison Harrop, Chief Financial Officer
Email address of CFO [email protected]
Full name and title of company
secretary
Brett Cameron, General Counsel and Company Secretary
Scott Mahony, Company Secretary
Email address of company secretary [email protected]
[email protected]

All entities – ASX compliance contact details[3]

Full name and title of ASX contact(s) Brett Cameron

2 If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity of the trust.

3 Under Listing Rule 1.1 Condition 13, a listed entity must appoint a person responsible for communication with ASX on Listing Rule matters. You can appoint more than one person to cater for situations where the primary nominated contact is not available.

ASX Listing Information Form and Checklist (01/12/19)

Page 2

All entities – ASX compliance contact details[3]

Full name and title of ASX contact(s) Brett Cameron
Business address of ASX contact(s) Australia Square, Level 25, 264-278 George St, Sydney NSW 2000
Business phone number of ASX
contact(s)
+61 2 9017 1173
Mobile phone number of ASX
contact(s)
+61 466 746 475
Email address of ASX contact(s) [email protected]

All entities – investor relations contact details

Full name and title of person
responsible for investor relations
David Yates, Executive General Manager, Investor Relations, Communications
& Sustainability
Business phone number of person
responsible for investor relations
+61 2 9017 1424
+61 418 861 047
Email address of person responsible
for investor relations
[email protected]

All entities – auditor details[4]

Full name of auditor PricewaterhouseCoopers

All entities – registry details[5]

All entities – registry details5
Name of securities registry Link Market Service Limited
Address of securities registry Link Market Services Limited
Level 12, 680 George Street Sydney NSW 2000
Phone number of securities registry +61 2 8280 7100
Fax number of securities registry +61 2 9287 0309
Email address of securities registry [email protected]
[email protected]
Type of subregisters the entity will
operate6
CHESS and Issuer Sponsored sub registers

3 Under Listing Rule 1.1 Condition 13, a listed entity must appoint a person responsible for communication with ASX on Listing Rule matters. You can appoint more than one person to cater for situations where the primary nominated contact is not available.

4 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market before quotation commences (see Guidance Note 1 section 2.12).

5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities.

6 Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.23).

ASX Listing Information Form and Checklist (01/12/19)

Page 3

All entities – key dates

All entities – key dates
Annual balance date 30 June
Month in which annual meeting is
usually held (or intended to be held)7
October
Months in which dividends or
distributions are usually paid (or are
intended to be paid)
February and August

Trusts – additional details

Trusts – additional details
Name of responsible entity Dexus Funds Management Limited (ABN 24 060 920 783) (“DXFM”)
Full names of the members of the
compliance committee (if any)
N/A

Entities incorporated or established outside Australia – additional details

Name and address of the entity’s
Australian agent for service of
process
N/A
Address of registered office in
Australia (if any)
N/A

Entities listed or to be listed on another exchange or exchanges

Name of the other exchange(s) where
the entity is or proposes to be listed
N/A
Is the ASX listing intended to be the
entity’s primary or secondary listing
N/A

Part 2 – Checklist Confirming Compliance with Admission Requirements

Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”.

In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 2 copies of the applicant’s Offer Document (as lodged with ASIC) referred to in item 4 and the 10 printed versions of the final Offer Document referred to in note 10) are provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format.

7 May not apply to some trusts.

ASX Listing Information Form and Checklist (01/12/19)

Page 4

Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19).

A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3.

If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document.

All entities – key supporting documents

NoItem
1. A copy of the entity’s certificate of incorporation, certificate of registration or
other evidence of status (including any change of name)
2. A copy of the entity’s constitution (Listing Rule 1.1 Condition 2)8
3. Either:
(a) confirmation that the entity’s constitution includes the provisions of
Appendix 15A or Appendix 15B (as applicable); or
(b) a completed checklist that the constitution complies with the Listing
Rules (Listing Rule 1.1 Condition 2)9
4. An electronic version and 2 hard copies of the Offer Document, as lodged
with ASIC (Listing Rule 1.1 Condition 3)10
5. Where in the Offer Document is the prominent statement that ASX takes no
responsibility for the contents of the Offer Document (Listing Rule 1.1
Condition 3)?
6. Original executed ASX Online agreement confirming that documents may be
given to ASX and authenticated electronically (Listing Rule 1.1
Condition 14)11
7. If the entity’s corporate governance statement12is included in its Offer
Document, the page reference where it is included. Otherwise, a copy of the
entity’s corporate governance statement (Listing Rule 1.1 Condition 16)
8. If the entity will be included in the S & P All Ordinaries Index on admission to
the official list,13where in its Offer Document does it state that it will have an
audit committee (Listing Rule 1.1 Condition 17)?
Location/Confirmation
Please refer to Annexure A
Please refer to Annexure B
The entity’s constitution includes the
provisions of Appendix 15A at clause
1.5 of the constitution attached at
Annexure B
A copy of the Explanatory Memorandum
dated 23 March 2021 is enclosed at
Annexure C
This is included in the “Important
information and disclaimer” section, sub-
heading “Lodgement and listing of DPT
on the ASX” of the Explanatory
Memorandum
Please refer to Annexure D
Please refer to Annexure E.
The final form of this document will be
provided shortly following approval by
the board.
This is included in Section 3.3.e
(“Corporate governance”) of the
ExplanatoryMemorandum

8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format.

9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website.

10 The applicant should also provide 10 printed copies of the final Offer Document to ASX as soon as they are available.

11 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website.

12 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation.

13 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P.

ASX Listing Information Form and Checklist (01/12/19)

Page 5

NoItem
9. If the entity will be included in the S & P / ASX 300 Index on admission to the
official list,14where in its Offer Document does it state that it will comply with
the recommendations set by the ASX Corporate Governance Council in
relation to the composition and operation of the audit committee (Listing
Rule 1.1 Condition 17)?
10. If the entity will be included in the S & P / ASX 300 Index on admission to the
official list,15where in its Offer Document does it state that it will have a
remuneration committee comprised solely of non-executive directors (Listing
Rule 1.1 Condition 18)
11. If the entity’s trading policy is included in its Offer Document, the page
reference where it is included. Otherwise, a copy of the entity’s trading policy
(Listing Rule 1.1 Condition 19)
12. For each director or proposed director, the CEO or proposed CEO, and the
CFO or proposed CFO (together, “relevant officers”) of the entity at the date
of listing,16a list of the countries in which they have resided over the past
10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)17
13. For each relevant officer, a list of any other names or alias they have used in
the past 10 years, including any maiden name or married name18(Listing
Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)
14. For each relevant officer who is or has in the past 10 years been a resident
of Australia, an original or certified true copy of a national criminal history
check obtained from the Australian Federal Police, a State or Territory police
service or a broker accredited by Australian Criminal Intelligence
Commission which is not more than 12 months old (Listing Rule 1.1
Condition 20 and Guidance Note 1 section 3.21)
15. For each relevant officer who is or has in the past 10 years been a resident
of a country other than Australia, an original or certified true copy of an
equivalent national criminal history check to that mentioned in item 14 above
for each country in which the relevant officer has resided over the past
10 years (in English or together with a certified English translation) which is
not more than 12 months old or, if such a check is not available in any such
country, a statutory declaration19from the relevant officer confirming that fact
and that he or she has not been convicted in that country of:
Location/Confirmation
This is included in Section 3.3.e
(“Corporate governance”) of the
Explanatory Memorandum
This is included in Section 3.3.e
(“Corporate governance”) of the
Explanatory Memorandum
Please refer to Annexure F
As set out in our ASX application for
waivers and confirmations dated 17
February 2021, we do not propose to
provide any additional evidence in
relation to the good fame and character
of the directors of DXFM on the basis
that board of directors of the responsible
entity of DPT is the same as for the
existing listed trusts that comprise
Dexus.
ASX confirmed that it agreed with this
approachon 23February2021.
N/A
See response to item 12 above.
See response to item 12 above.

14 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

15 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P.

16 If the entity applying for admission to the official list is a trust, references in items 12, 13, 14, 15, 16, 17 and 18 to a relevant officer mean a relevant officer of the responsible entity of the trust.

17 The information referred to in items 12, 13, 14, 15, 16, 17 and 18 is required so that ASX can be satisfied that the relevant officer is of good fame and character under Listing Rule 1 Condition 20.

18 The sample statutory declaration referred to in item 18 below addresses this requirement. Note that if the relevant officer has used another name or alias (including a maiden name or married name) in the past 10 years, the criminal record and bankruptcy checks referred to in items 14, 15, 16, 17 must cover all of the names or aliases the relevant officer has used over that period.

19 The sample statutory declaration referred to in item 18 below also addresses this requirement.

ASX Listing Information Form and Checklist (01/12/19)

Page 6

NoItem
(a) any criminal offence involving fraud, dishonesty, misrepresentation,
concealment of material facts or breach of his or her duties as a director
or officer of a company or other entity; or
(b) any other criminal offence which at the time carried a maximum term of
imprisonment of five years or more (regardless of the period, if any, for
which he or she was sentenced),
or, if that is not the case, a statement to that effect and a detailed
explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and
Guidance Note 1 section 3.21)
16. For each relevant officer who is or has in the past 10 years been a resident
of Australia, an original or certified true copy of a search of the Australian
Financial Security Authority National Personal Insolvency Index which is not
more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance
Note 1 section 3.21)
17. For each relevant officer who is or has in the past 10 years been a resident
of a country other than Australia, an original or certified true copy of an
equivalent national bankruptcy check to that mentioned in item 16 above for
each country in which the relevant officer has resided over the past 10 years
(in English or together with a certified English translation) which is not more
than 12 months old or if such a check is not available in any such country, a
statutory declaration20from the relevant officer confirming that fact and that
he or she has not been declared a bankrupt or been an insolvent under
administration in that country or, if that is not the case, a statement to that
effect and a detailed explanation of the circumstances involved (Listing
Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)
18. A statutory declaration21from each relevant officer officer specifying whether
they have used any other name or alias in the past 10 years and confirming
that:
(a) the relevant officer has not been the subject of any criminal or civil penalty
proceedings or other enforcement action by any government agency in
which he or she was found to have engaged in behaviour involving fraud,
dishonesty, misrepresentation, concealment of material facts or breach of
duty;
(b) the relevant officer has not been refused membership of, or had their
membership suspended or cancelled by, any professional body on the
ground that he or she has engaged in behaviour involving fraud,
dishonesty, misrepresentation, concealment of material facts or breach of
duty;
(c) the relevant officer has not been the subject of any disciplinary action
(including any censure, monetary penalty or banning order) by a securities
exchange or other authority responsible for regulating securities markets
for failure to comply with his or her obligations as a director or officer of a
listed entity;
(d) no listed entity of which he or she was a relevant officer (or, in the case of
a listed trust, in respect of which he or she was a relevant officer of the
responsible entity of the trust) at the time of the relevant conduct has been
the subject of any disciplinary action (including any censure, monetary
penalty, suspension of trading or termination of listing) by a securities
exchange or other authority responsible for regulating securities markets
for failure to comply with its obligations under the Listing Rules applicable
to that entity; and
(e) the relevant officer is not aware of any pending or threatened investigation
or enquiry by a government agency, professional body, securities
exchange or other authority responsible for regulating securities markets
Location/Confirmation
See response to item 12 above.
See response to item 12 above.
See response to item 12 above.

21 A sample statutory declaration is available from the ASX Compliance Downloads page on ASX’s website.

20 The sample statutory declaration referred to in item 18 below also addresses this requirement.

ASX Listing Information Form and Checklist (01/12/19)

Page 7

NoItem
that could lead to proceedings or action of the type described in (a), (b),
(c) or (d) above,
or, if the relevant officer is not able to give such confirmation, a statement to
that effect and a detailed explanation of the circumstances involved (Listing
Rule 1.1 Condition 20 and Guidance Note 1 section 3.21)
19. A specimen certificate/holding statement for each class of securities to be
quoted or a specimen holding statement for CDIs (as applicable)
20. Please either:
(a) enter “Confirmed” in the column to the right to confirm that the entity has
not previously applied for, and been refused or withdrawn its application
for, admission to the official list of another securities exchange, or
(b) attach a statement explaining the circumstances and state the location of
that statement
21. Please enter “Confirmed” in the column to the right to confirm that the entity
has paid its initial listing fee22
All entities – group structure
22. Where in the Offer Document is there a diagram showing the group structure
of the entity, identifying (where applicable) each material child entity and the
nature and location of the business activities it undertakes
23. If the entity has any material child entities, where in the Offer Document is
there a list of all such child entities stating, in each case, its name, where it is
incorporated or established, the nature of its business and the entity’s
percentage holding in it?
24. If the entity has any material investments in associated entities for which it
will apply equity accounting, where in the Offer Document is there a list of all
such associated entities stating, in each case, its name, where it is
incorporated or established, the nature of its business and the entity’s
percentage holding in it?
25. If the entity has a material interest in a joint venture, where in the Offer
Document is there a description of the joint venture agreement, including the
parties to the agreement and their respective rights and obligations under
the agreement?
26. If the entity does not hold its material assets and business operations directly
itself or indirectly through a child entity, where in the Offer Document is there
an explanation of why that structure has been employed and the risks
associated with it?
Location/Confirmation
Annexure G
Confirmed
Confirmed.
This is included in Section 2.1
(“Background to the Simplification”) and
Section 3.3.a (“DXO and DPT”) of the
ExplanatoryMemorandum.
This is included in Section 2.1
(“Background to the Simplification”) and
Section 3.3.a (“DXO and DPT”) of the
ExplanatoryMemorandum.
N/A
N/A
DPT is not party to any joint ventures.
Dexus Group’s current interests in joint
ventures have previously been
disclosed to theASX.
N/A

22 See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/prices/cost-listing.htm. Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account:

Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S

If payment is made by electronic funds transfer, please email your remittance advice to [email protected] or fax it to (612) 9227-0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid.

ASX Listing Information Form and Checklist (01/12/19)

Page 8

Location/Confirmation

N[o] Item

All entities – capital structure

27. Where in the Offer Document is there a table showing the existing and
proposed capital structure of the entity, broken down as follows:
(a) the number and class of each equity security and each debt security
currently on issue; and
(b) the number and class of each equity security and each debt security
proposed to be issued between the date of this application and the date
the entity is admitted to the official list; and
(c) the resulting total number of each class of equity security and debt
security proposed to be on issue at the date the entity is admitted to the
official list; and
(d) the number and class of each equity security proposed to be issued
following admission in accordance with material contracts or
agreements?
Note: This applies whether the securities are to be quoted on ASX or not. If the entity is
proposing to issue a minimum, maximum or oversubscription number of securities, the table
should be presented to disclose each scenario.
28. If any class of securities referred to in the table mentioned in item 27 are not
ordinary securities, where in the Offer Document does it disclose the terms
applicable to those securities?
Note: This applies whether the securities are to be quoted on ASX or not.
For equity securities (other than options to acquire unissued securities or convertible debt
securities), this should state whether they are fully paid or partly paid; if they are partly paid, the
amount paid up and the amount owing per security; voting rights; rights to dividends or
distributions; and conversion terms (if applicable).
For options to acquire unissued securities, this should state the number outstanding, exercise
prices; exercise terms and expiry dates.
For debt securities or convertible debt securities, this should state their nominal or face value;
rate of interest; dates of payment of interest; date and terms of repayment or redemption; and
conversion terms (if applicable).
29. Where in the Offer Document does it confirm that the entity’s free float at the
time of listing will be not less than 20% (Listing Rule 1.1 Condition 7)?
30. Where in the Offer Document does it confirm that the issue/sale price of all
securities for which the entity seeks quotation is at least 20 cents in cash
(Listing Rule 2.1 Condition 2)?
31. If the entity has or proposes to have any options on issue, where in the Offer
Document does it confirm that the exercise price for each underlying security
is at least 20 cents in cash (Listing Rule 1.1 Condition 12)?
This is included in Section 3.3.a (“DXO
and DPT”) and Section 7.7 (“Director
and employee incentive plans”) of the
Explanatory Memorandum.
This is included in Section 7.7 (“Director
and employee incentive plans”) of the
Explanatory Memorandum.
This is included in the last sentence of
Section 8.1 (“ASX waivers and
confirmations”)
As set out in our ASX application for
waivers and confirmations dated 17
February 2021, DPT has applied for a
waiver of Listing Rule 2.1, condition 2 so
that the requirements of this rule can be
satisfied by aggregating the price of the
securities that form the stapled Dexus
group.
ASX granted this waiver on 11 March
2021.
This is included in Section 3.3.a (“DXO
and DPT”) at footnote 11 of the
Explanatory Memorandum. DPT is
confident that the stapled securities will
tradeinexcess of$0.20
N/A

ASX Listing Information Form and Checklist (01/12/19)

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NoItem
32. If the entity has any partly paid securities and it is not a no liability company,
where in the Offer Document does it disclose the entity’s call program,
including the date and amount of each proposed call and whether it allows
for any extension for payment of a call (Listing Rule 2.1 Condition 4)?
33. Is the entity proposing to offer any securities by way of a bookbuild? If so,
please enter “Confirmed” in the column to the right to indicate that the entity
is aware of the disclosure requirements for bookbuilds in Annexure A to
Guidance Note 1 and has made appropriate arrangements with the
bookrunner to obtain this information.
All entities – business information
34. Where in the Offer Document is there a description of the history of the
entity?
35. Where in the Offer Document is there a description of the entity’s existing
and proposed activities and level of operations?
36. Where in the Offer Document is there a description of the material business
risks the entity faces?
37. Where in the Offer Document is there a table setting out the proposed use of
the proceeds of the offer?
Location/Confirmation
N/A
N/A
This is included in Section 3.2.a
(“Current corporate structure and
history”) of the Explanatory
Memorandum
This is included in Section 3.2 (“Dexus
Group”) and Section 3.3 (“The Simplified
Group – DXO and DPT”) of the
ExplanatoryMemorandum
This is included in Section 5 (“Material
risk factors”) of the Explanatory
Memorandum
N/A

All entities – related parties, promoters and advisers

  1. Has the entity undertaken a placement of securities in the last 2 years in which a related party or their associates, a promoter or their associates, or an adviser involved in the offer or their associates, have participated? If so, please attach a statement DPT has not conducted any placements (a) explaining the circumstances of the placement; of securities in the last 2 years. (b) listing the names and addresses of the participants in the placement, the number of securities they received in the placement and the consideration they provided for those securities; and

(c) identifying the participants in the placement who are a related party or associate of a related party, a promoter or associate of a promoter, or an adviser or an associate of an adviser.

  1. Does an adviser to the offer have a material interest in the success of the offer over and above normal professional fees for services rendered in connection with the offer? If so, where in the Offer Document is there a clear and concise statement N/A explaining in one location all of the interests that adviser has in the success of the offer, including (without limitation): (a) the number and type of securities in the entity in which the adviser and its associates currently have a relevant interest;

(b) details of the consideration paid or provided by the adviser or its associates for the securities referred to in (a) above;

(c) the fees or other consideration the adviser or an associate may receive for services provided in connection with the offer;

(d) the fees or other consideration the adviser or an associate may receive under any ongoing mandate they may have with the entity post the offer;

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  • N[o] Item Location/Confirmation (e) if the consideration in (c) or (d) above includes any convertible securities (including options, performance shares or performance rights), details of the number and terms of those securities, the percentage of the entity’s issued capital at listing they will convert into if they are converted, the value the entity believes the convertible securities are worth and the basis on which the entity has determined that value; and

  • (f) if the adviser or any of its associates have participated in a placement of securities by the entity in the preceding 2 years, full details of the securities they received in the placement and the consideration they paid or provided for those securities?

All entities – other information and documents

  1. Where in the Offer Document is there a description of the entity’s proposed dividend/distribution policy?

  2. Does the entity have or propose to have a dividend or distribution reinvestment plan? If so, where are the existence and material terms of the plan disclosed in the Offer Document?

A copy of the terms of the plan

This is included in Section 4.7.e (“Distributions”) of the Explanatory Memorandum N/A Dexus does not have a current DRP. N/A

  1. Does the entity have or propose to have an employee incentive scheme? If so, where are the existence and material terms of the scheme disclosed in the Offer Document?

Where in the Offer Document is there a statement as to whether directors[23] are entitled to participate in the scheme and, if they are, the extent to which they currently participate or are proposed to participate? A copy of the terms of the scheme

This is included in Section 7.7 (“Director and employee incentive plans”) of the Explanatory Memorandum This is included in Section 8.3 (“Interests and benefits”) of the Explanatory Memorandum Please refer to Annexure H

  1. Has the entity entered into any material contracts (including any underwriting agreement relating to the securities to be quoted on ASX)?[24]

  2. If so, where are the existence and main terms of those material contracts disclosed in the Offer Document?

Copies of all of the material contracts referred to in the Offer Document

This is included in Section 7 (“Material
contracts”) and Section 8.5 (“Sale
Facility”) of the Explanatory
Memorandum
1. Sale nominee deed -Please refer
to Annexure I
2. Proposed amendments to the
Dexus Diversified Trust
Constitution –Please refer to
Annexure I for the proposed
amendments and the form of
supplemental deed. The executed
supplemental deed will be provided
shortly following shareholder
approval.

23 If the entity applying for admission to the official list is a trust, references to a director mean a director of the responsible entity of the trust.

24 It will assist ASX if the material contracts are provided both in hard copy and in electronic format.

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N[o] Item

Location/Confirmation

  1. Proposed amendments to the Dexus Industrial Trust Constitution – Please refer to Annexure I for the proposed amendments and the form of supplemental deed. The executed supplemental deed will be provided shortly following shareholder approval.

  2. Proposed amendments to the Dexus Office Trust Constitution – Please refer to Annexure I for the proposed amendments and the form of supplemental deed. The executed supplemental deed will be provided shortly following shareholder approval.

  3. Proposed amendments to the Dexus Operations Trust Constitution – Please refer to Annexure I for the proposed amendments and the form of supplemental deed. The executed supplemental deed will be provided shortly following shareholder approval.

  4. Registry Agreement – please refer to Annexure I for registry agreement and deed of accession to registry agreement.

  5. Custody Agreement – please refer to Annexure I.

DPT is not currently a party to any financing arrangements. Dexus Group’s current financing arrangements have previously been disclosed to the ASX.

  1. If the entity is not an externally managed trust and the following information is included in the Offer Document, the page reference where it is included. Otherwise, either a summary of the material terms of, or a copy of, any employment, service or consultancy agreement the entity or a child entity has entered into with:

This is included in Section 3.3.c (“Board of the Responsible Entity”) and Section 3.3.d (“Dexus management team”) of the Explanatory Memorandum

  • (a) its CEO or proposed CEO;

  • (b) any of its directors or proposed directors; or

  • (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above (Listing Rule 3.16.4)

Note: this requirement does not apply to an externally managed trust. If the entity applying for admission to the official list is an internally managed trust, references to a CEO, proposed CEO, director or proposed director mean a CEO, proposed CEO, director or proposed director of the responsible entity of the trust.

  1. Please enter “Confirmed” in the column to the right to indicate that the material contracts summarised in the Offer Document include, in addition to those mentioned in item 44, any other material contract(s) the entity or a child entity has entered into with:

Confirmed

  • (a) its CEO or proposed CEO;

  • (b) any of its directors or proposed directors; or

  • (c) any other person or entity who is a related party of the persons referred to in (a) or (b) above

Note: this requirement does not apply to an externally managed trust. If the entity applying for admission to the official list is an internally managed trust, references to a CEO, proposed CEO,

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N[o] Item director or proposed director mean a CEO, proposed CEO, director or proposed director of the responsible entity of the trust.

Location/Confirmation

  1. Please enter “Confirmed” in the column to the right to indicate that all information that a reasonable person would expect to have a material effect on the price or value of the securities to be quoted is included in or provided with this Information Form and Checklist

  2. A copy of the entity’s most recent annual report

Entities that are trusts

  1. Evidence that the entity is a registered managed investment scheme or has an exemption from ASIC from that requirement (Listing Rule 1.1 Condition 5(a))

  2. If the entity is exempted from the requirement to be a registered managed investment scheme, evidence that its responsible entity is either an Australian company or registered as a foreign company carrying on business in Australia under the Corporations Act (Listing Rule 1.1 Condition 5(b))

  3. Please enter “Confirmed” in the column to the right to indicate that the responsible entity is not under an obligation to allow a security holder to withdraw from the trust (Listing Rule 1.1 Condition 5(c))

Entities applying under the profit test (Listing Rule 1.2)

  1. Evidence that the entity is a going concern or the successor of a going concern (Listing Rule 1.2.1)

  2. Evidence that the entity has been in the same main business activity for the last 3 full financial years (Listing Rule 1.2.2)

  3. Audited accounts for the last 3 full financial years, including the audit reports (Listing Rule 1.2.3(a))

  4. If the entity’s last financial year ended more than 6 months and 75 days before the date of this application, audited or reviewed accounts for the last half year (or longer period if available), including the audit report or review (Listing Rule 1.2.3(b))

Confirmed DPT has not issued an annual report. Please refer to Annexure J for a copy of Dexus’ annual report and financial statements. The managed investment scheme is registered with ARSN 648 526 470. Please refer to Annexure A. N/A Confirmed As set out in our ASX application for waivers and confirmations dated17 February 2021, DPT has applied for a waiver of Listing Rule 1.1, condition 9 so that it will not need to satisfy the profit test (ASX Listing Rule 1.2) or asset test (ASX Listing Rule 1.3), on the condition that Dexus satisfies ASX Listing Rules 12.1 and 12.2 at the time of admission of DPT to the official list. ASX granted this waiver on 11 March 2021. N/A N/A N/A

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NoItem
55. A reviewed pro forma statement of financial position, including the review
(Listing Rule 1.2.3(c))25
56. Evidence that the entity’s aggregated profit from continuing operations for
the last 3 full financial years has been at least $1 million (Listing Rule 1.2.4)
57. Evidence that the entity’s profit from continuing operations in the past
12 months to a date no more than 2 months before the date of this
application has exceeded $500,000 (Listing Rule 1.2.5)
58. Is there a statement in the Offer Document that the entity’s directors26have
made enquiries and nothing has come to their attention to suggest that the
entity is not continuing to earn profit from continuing operations up to the
date of the Offer Document
If so, where is it?
If not, please attach such a statement signed by all of the entity’s directors27
(Listing Rule 1.2.6)
Entities applying under the assets test (Listing Rule 1.3)
59. Evidence that the entity has:
(a) if it is not an investment entity, net tangible assets of at least $4 million
(after deducting the costs of fund raising) or a market capitalisation of at
least $15 million;
(b) if it is an investment entity other than pooled development fund, net
tangible assets of at least $15 million; or
(c) if it is a pooled development fund, net tangible assets of at least
$2 million (Listing Rule 1.3.1 and 1.3.4)
60. Evidence that:
(a) at least half of the entity’s total tangible assets (after raising any funds) is
not cash or in a form readily convertible to cash;28or
(b) there are commitments consistent with its stated objectives under Listing
Rule 1.3.3(a) to spend at least half of the entity’s cash and assets in a
form readily convertible to cash
And if (b) above applies, where in the Offer Document is there an
expenditure program setting out those commitments (Listing Rule 1.3.2)
61. Where in the Offer Document is there a statement setting out the objectives
the entity is seeking to achieve from its admission and the offer (Listing
Rule 1.3.3(a))?
62. Is there a statement in the Offer Document that the entity has enough
working capital at the time of its admission to carry out those stated
objectives?
If so, where is it?
Location/Confirmation
N/A
N/A
N/A
N/A
As set out in our ASX application for
waivers and confirmations dated17
February 2021, DPT has applied for a
waiver of Listing Rule 1.1, condition 9 so
that it will not need to satisfy
the profit test (ASX Listing Rule 1.2) or
asset test (ASX Listing Rule 1.3), on the
condition that Dexus satisfies ASX
Listing Rules 12.1 and 12.2 at the time
of admission of DPT to the official list.
ASX granted this waiver on 11 March
2021.
N/A
N/A
N/A

25 The review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant.

26 If the entity applying for admission to the official list is a trust, the statement should be made by the directors of the responsible entity of the trust.

27 If the entity applying for admission to the official list is a trust, the statement should be signed by all of the directors of the responsible entity of the trust.

28 In deciding if an entity’s total tangible assets are in a form readily convertible to cash, ASX would normally not treat inventories or receivables as readily convertible to cash.

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NoItem
If not, attach a statement by an independent expert confirming that the entity
has enough working capital to carry out its stated objectives (Listing
Rule 1.3.3(b))
63. Evidence that the entity’s working capital (as shown in its reviewed pro forma
statement of financial position under listing Rule 1.3.5(d)) is at least
$1.5 million (Listing Rule 1.3.3(c))
64. Audited accounts for the last 2 full financial years, including the audit reports
(Listing Rule 1.3.5(a))
65. If the entity’s last financial year ended more than 6 months and 75 days
before the date of this application, audited or reviewed accounts for the last
half year (or longer period if available), including the audit report or review
(Listing Rule 1.3.5(b))
66. If the entity has in the 12 months before the date of this application acquired,
or is proposing in connection with its application for admission to acquire,
another entity or business that is significant in the context of the entity,
audited accounts for the last 2 full financial years for that other entity or
business, including the audit reports (Listing Rule 1.3.5(c) first bullet point)
67. If the entity has in the 12 months before the date of this application acquired,
or is proposing in connection with its application for admission to acquire,
another entity or business that is significant in the context of the entity and
the last full financial year for that other entity or business ended more than
6 months and 75 days before the date of this application, audited or
reviewed accounts for the last half year (or longer period if available) from
the end of the last full financial year for that other entity or business,
including the audit report or review (Listing Rule 1.3.5(c) second bullet point)
68. A reviewed pro forma statement of financial position, including the review
(Listing Rule 1.3.5(d))29
Entities with restricted securities
69. A statement setting out a list of any person (either on their own or together
with associates) who has held a relevant interest in at least 10% of the
entity’s voting securities at any time in the 12 months before the date of this
application
70. A completed ASX Restricted Securities Table30
71. Copies of all restriction deeds (Appendix 9A) entered into in relation to
restricted securities (Listing Rule 9.1(b))31
72. A list of all security holders sent a restriction notice (Appendix 9C) in relation
to restricted securities and a sample of the restriction notice (Listing
Rule 9.1(c))32
Location/Confirmation
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

29 The review must be conducted by a registered company auditor (or if the entity is a foreign entity, an overseas equivalent of a registered company auditor) or independent accountant.

  • 30 An electronic copy of the ASX Restricted Securities Table is available from the ASX Compliance Downloads page on ASX’s website.

  • 31 ASX will advise which restricted securities are required to be escrowed via a restriction deed under Listing Rule 9.1 as part of the admission and quotation decision. If properly completed restriction deeds and related undertakings have not been provided for all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing.

32 ASX will advise which restricted securities are required to be escrowed via a restriction notice under Listing Rule 9.1 as part of the admission and quotation decision. If properly completed restriction notices have not been provided to all such securities advised by ASX, that will need to be rectified prior to admission occurring and quotation commencing.

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N[o] Item

  1. If the entity intends to use a third party to maintain its issuer sponsored subregister, a written undertaking from that third party to comply with Listing Rule 9.1(e) (Listing Rule 9.1(f))

  2. Are any of the restricted securities in a class that is not intended to be quoted on ASX?

  3. If so, a sample of the share certificate for the restricted securities with the statement required under Listing Rule 9.1(g)(iii).

Copies of the undertaking(s) from a bank or recognised trustee to hold the certificates for the restricted securities in escrow (Listing Rule 9.1(g)(iv))

If the entity intends to use a third party to maintain its certificated subregister, a written undertaking from that third party to comply with Listing Rule 9.1(g) (Listing Rule 9.1(h))

Location/Confirmation N/A N/A N/A N/A

Entities (other than mining exploration entities and oil and gas exploration entities) with classified assets[33]

  1. Within the 2 years preceding the date of the entity’s application for admission to the official list, has the entity acquired, or entered into an agreement to acquire, a classified asset from any person?
If so, where in the Offer Document does it disclose:
(a) the date of the acquisition or agreement;
(b) full details of the classified asset, including any title particulars;
(c) the name of the vendor;
(d) if the vendor was not the beneficial owner of the classified asset at the
date of the acquisition or agreement, the name of the beneficial
owner(s);
(e) details of the relationship between the vendor (or, if the vendor was not
the beneficial owner of the classified asset at the date of the acquisition
or agreement, between the beneficial owner(s)) and the entity or any
related party or promoter of, or adviser to, the entity; and
(f) details of the purchase price paid or payable and all other consideration
(whether legally enforceable or not) passing directly or indirectly to the
vendor,
and, if the vendor acquired the classified asset from a third party within that
2 year period, the equivalent details to those set out above in relation to the
arrangements between the vendor and the third party?
Is the vendor (or, if the vendor was not the beneficial owner of the classified
asset at the date of the acquisition or agreement, are any of the beneficial
owner(s)) a related party or promoter of the entity or an associate of a
related party or promoter of the entity?
If so, please enter “Confirmed” in the column to the right to indicate that the
consideration paid by the entity for the classified asset was solely restricted
securities, save to the extent it involved the reimbursement of expenditure
incurred by the vendor in developing the classified asset34or the entity was
not required to apply the restrictions in Appendix 9B under Listing Rule 9.2
(Listing Rule 1.1 Condition 11)
N/A
N/A
  • 33 A “classified asset” is defined in Listing Rule 19.12 as:

(a) an interest in a mining exploration area or oil and gas exploration area or similar tenement or interest;

(b) an interest in intangible property that is substantially speculative or unproven, or has not been profitably exploited for at least three years, and which entitles the entity to develop, manufacture, market or distribute the property;

(c) an interest in an asset which, in ASX’s opinion, cannot readily be valued; or

(d) an interest in an entity the substantial proportion of whose assets (held directly, or through a controlled entity) is property of the type referred to in paragraphs (a), (b) and (c) above.

34 ASX may require evidence to support expenditure claims.

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N[o] Item

Location/Confirmation

If cash is being paid or proposed to be paid in connection with the acquisition N/A
of a classified asset from a related party or promoter, please provide
supporting documentation to demonstrate that it was for the reimbursement
of expenditure incurred by the vendor in developing the classified asset
Please also provide a copy of the agreement(s) relating to the acquisition N/A
entered into by the entity and any expert’s report or valuation obtained by the
entity in relation to the acquisition
Mining entities
76. A completed Appendix 1A Information Form and Checklist Annexure 1 N/A
(Mining Entities)35
Oil and gas entities
77. A completed Appendix 1A Information Form and Checklist Annexure 2 (Oil N/A
and Gas Entities)36
Entities incorporated or established outside of Australia
78. A completed Appendix 1A Information Form and Checklist Annexure 3 N/A
(Foreign Entities)37
Externally managed entities
79. A completed Appendix 1A Information Form and Checklist Annexure 4 N/A
(Externally Managed Entities)38
Stapled entities
80. A completed Appendix 1A Information Form and Checklist Annexure 5 Please refer to Annexure K
(Stapled Entities)39
Further documents to be provided before admission to the official list

In addition to the information and documents mentioned above, entities will be required to provide the following before their admission to the official list and the quotation of their securities commences:

  • When available, 10 printed copies of the final Offer Document (see note 10 above);

  • A statement setting out the names of the 20 largest holders in each class of securities to be quoted, and the number and percentage of each class of securities held by those holders;

  • A distribution schedule of each class of equity securities to be quoted, setting out the number of holders in the following categories and the total percentage of the securities in that class held by the recipients in each category:

  • 1 - 1,000

  • 1,001 - 5,000

  • 5,001 - 10,000

  • 10,001 - 100,000

  • 100,001 and over

35 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

36 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

37 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

38 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

39 An electronic copy of this Appendix is available from the ASX Compliance Downloads page on ASX’s website.

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  • The number of holders of a parcel of securities (excluding restricted securities or securities subject to voluntary escrow) with a value of more than $2,000, based on the issue/sale price;

  • Any outstanding restriction deeds (Appendix 9A) and related undertakings;[40]

  • Any outstanding restriction notices (Appendix 9C);[41] and

  • • Any other information that ASX may require under Listing Rule 1.17.[42]

40 See note 31 above.

41 See note 32 above.

42 Among other things, this may include evidence to verify that an entity has met Listing Rule 1 Condition 8 and achieved minimum spread without using artificial means (see Guidance Note 1 section 3.9).

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Information Form and Checklist Annexure 5 (Stapled Entities)

Name of entity

ABN/ACN/ARBN/ARSN

Dexus Property Trust (“DPT”) ARSN 648 526 470

This Annexure forms part of the Information Form and Checklist supplied by the entity named above to support its application for admission to the official list of ASX Limited (ASX) as an ASX Listing.

NoItem
1. Where in the Offer Document does it include a diagram illustrating the way in
which the entities in the stapled structure are structured and related (eg twin
structure or parent/subsidiary structure)?
2. Where in the Offer Document does it include a clear and concise summary
explaining the ownership structure and legal and commercial relationships
between the various entities in the stapled structure (eg inter-entity holdings
of securities or debt, inter-entity agreements etc)?
3. Where in the Offer Document does it include a clear and concise summary
of the operations of each of the stapled entities (ie which entity does what)?
4. Where in the Offer Document does it include a clear and concise summary
of the management arrangements of the stapled entities (including the extent
to which the stapled entities have common management and control and
how this is maintained)?
5. A copy of the stapling agreement between the various entities in the stapled
structure
6. Where in the Offer Document does it include a clear and concise summary
of the stapling agreement?
7. Where in the Offer Document does it describe when and how the stapling
can be undone and what occurs if the stapling is undone?
8. Has any ruling or advice been obtained in relation to the taxation
consequences for investors of holding stapled securities?
If so, where is that ruling or advice summarised in the Offer Document?
9. Will each entity in the stapled structure separately comply with Listing
Rule 1.1 Condition 8 (spread)?
If not, where in the Offer Document does it disclose that a waiver has been
provided by, or is being sought from, ASX from that requirement?
Location
This is included in Section 2.1
(“Background to the Simplification”) of
theExplanatoryMemorandum
This is included in Section 2.1
(“Background to the Simplification”) and
Section 7 (“Material Contracts”) of the
ExplanatoryMemorandum
This is included in Section 3.3.a (“DXO
and DPT”) of the Explanatory
Memorandum
This is included in Sections 3.3.b
(“Overview of the management of the
Simplified Group”), 3.3.c (“Board of the
Responsible Entity”) and 3.3.d (“Dexus
management team”) of the Explanatory
Memorandum
N/A. There is no separate stapling
agreement. Please refer to the stapling
provisions in clause 19 of the DPT
constitution.
N/A. However see Section 7.2.p
(“Stapling”) of the Explanatory
Memorandum
This is included in Section 2.2.c
(“Transfer of Target Dexus Trusts and
Stapling”) and 7.2.p (“Stapling”) of the
ExplanatoryMemorandum
This is included in Section 6 (“Taxation
information for Security holders”) of the
Explanatory Memorandum
Confirmed.
The entity has also been granted an
ASX waiver in connection with Listing
Rule 1.1 Condition 8 (Please see
Section 8.1 (“ASX waivers and
confirmations”) of the Explanatory
Memorandum)

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N[o] Item

Location

10. Will each entity in the stapled structure separately comply with Listing
Rule 2.1 Condition 2 (issue price of 20 cents)?
If not, where in the Offer Document does it disclose that a waiver has been
provided by, or is being sought from, ASX from that requirement?
11. Have the entities sought any other waivers from the requirements of the ASX
Listing Rules in relation to the stapled structure?
If so, where in the Offer Document does it include a summary of these
waivers?
12. Have the entities sought any waivers or modifications from the requirements
of the Corporations Act in relation to the stapled structure?
If so, where in the Offer Document does it include a summary of these
waivers or modifications?
As set out in our ASX application for
waivers and confirmations dated17
February 2021, DPT has applied for a
waiver of Listing Rule 2.1, condition 2 so
that the requirements of this rule can be
satisfied by aggregating the price of the
securities that form the stapled Dexus
group.
ASX granted this waiver on 11 March
2021.
This is included in Section 3.3.a (“DXO
and DPT”) at footnote 11 of the
Explanatory Memorandum. DPT is
confident that the stapled securities will
tradeinexcess of$0.20.
This is included in Section 8.1 (“ASX
waivers and confirmations”) of the
Explanatory Memorandum
This is included in Section 8.2 (“ASIC
relief”) of the Explanatory Memorandum

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