DEXUS Property Group : DEXUS and CPPIB Change of Substantial Holding for CPA

DEXUS Property Group (ASX: DXS)

ASX release

10 January 2014

DEXUS and CPPIB change in substantial holding for CPA

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

For further information please contact:

DEXUS Investor queries

David Yates T: [phone]

M: [phone]

E: [e-mail]

DEXUS Media queries Peter Brookes, Citadel

T: [phone]

M: [phone]

E: [e-mail]

CPPIB Media queries

Canada

Linda Sims

About DEXUS

T: [phone]

E: [e-mail]

CPPIB Media queries

Australia

Nigel Kassulke, Cannings

T: [phone]

M: [phone]

E: [e-mail]

DEXUS Property Group (DEXUS) is one of Australia's leading real estate groups, investing directly in high quality Australian office and industrial properties. With over $13 billion of assets under management, DEXUS also actively manages office, industrial and retail properties located in key Australian markets on behalf of third party capital partners. DEXUS manages an office portfolio of over 900,000 square metres across Sydney, Melbourne, Brisbane and Perth and is one of the largest institutional owners of office buildings in the Sydney CBD, Australia's largest office market. DEXUS is a Top 50 entity by market capitalisation listed on the Australian Securities Exchange under the stock market trading code 'DXS' and is supported by more than 19,000 investors from 19 countries. With over 25 years of experience in commercial property investment, development and asset management, DEXUS has a proven track record in capital and risk management, providing service excellence to tenants and delivering superior risk-adjusted returns to investors. www.dexus.com

Download the DEXUS IR app to your preferred mobile device to gain instant access to the latest stock price, ASX Announcements, presentations, reports, webcasts and more.

DEXUS Funds Management Ltd ABN 24 060 920 783, AFSL 238163, as Responsible Entity for DEXUS Property Group (ASX: DXS)

About Canada Pension Plan Investment Board

Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits on behalf of 18 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, CPPIB is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At September 30, 2013, the CPP Fund totalled C$192.8 billion of which C$22.0 billion represents real estate investments. For more information about CPPIB, please visit www.cppib.com

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Commonwealth Property Office Fund ("CPA")

ACN/ARSN ARSN 086 029 736

1. Details of substantial holder (1)

604 15 July 2001
Name This notice is given by DEXUS Funds Management Limited ("DXFM"), as trustee of DEXUS Office Trust Australia and responsible entity of each of the trusts that comprise the DEXUS Property Group. The notice is given by DXFM on

behalf of itself and on behalf of each of its related bodles corporale ("DEXUS Subsldiaries") that are held by DXFM as an asset of the trusts that comprise the DEXUS Property Group

This notice ls also given by Canada Pension Pian lnvestment Board ("CPPIB"), on behalf of itself and each of its related

bodles corporale.

ACN/ARSN (if applicable) ACN 060 920 783 for DXFM. N/A for CPPIB.

There was a change in the interests of the
substantial holder on _8::..:/:...:1:..:./-=20=-1 4-=- -9/:.._1:..:./-=20=-14__ The previous notice was given to the company on 20/12/2013 by DXFM and 18/11/2013 by CPPIB The previous notice was dated 20/12/2013 by DXFM and 15/11/2013 by CPPIB

2. Prevlous and present voting power

The total number of votes attached to ali the voUng shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when las!required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Present notice
Class of securities (4)	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid units	591,738,638 Units Note, CPPIB only has votes of 350,000,000 Units.	25.2%1 Note, CPPIB only has voting power of 14.9%.	591,121,612 Units This includes the 350,000,000 ordinary units in CPA ('Units") arising under the arrangement set out in Annexure A to the Substantial Holder Notice lodged by DXFM on 25 July 2013 ('Arrangement'). lt also includes the 301,326 votes attaching to Units in which DXFM has a relevant interest as a result of acceptances of DXFM's takeover bid ('DEXUS Offer''). The remainder of DXFM's votes arise as a result of its association with Commonwealth Bank of Australia ("CBA') (see Substantial Holder Notice lodged by DXFM on 16 December 2013). Note, CPPIB only has votes of 350,301,326 Units because it is not an associate of CBA.	25.19% Note, CPPIB only has voting power of 14.93% because it is not an associate of CBA.

1 Note lhe previous substantial holder notice for DXFM should have recorded votes of 590,620,266 and voting power of 25.17% lo reflect the relevant interest disclosed in CBA's las!substantial holder notice Jodged on 16 December 2013.

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3. Changes in relevant interests

604 15 July 2001

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

Dateof change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and numberof securities affected	Person's votes affected
8/1/2014. 9/1/2014	DXFM and CPPIB	Change arising as a result of acceptances of the DEXUS Offer.	$0.7745 cash and 0.4516 DEXUS Stapled Securities	301,326 Units	0.01%

4. Present relevant interests

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

Holder of relevant interest	Registered holderof securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and numberof securities	Person's votes
DXFM and CPPIB	In respect of the Units under the Arrangement, unknown. However, as far as DXFM and CPPIB are aware, DBA currently holds a relevant interest in 382,180,004 Units and DXFM may be taken to have a relevant interest in those Units by reason of the Arrangement (up to an interest of 350,000,000). Referto the substantial holder notice lodged by DBA and appearing on ASX on 4 December 2013 for further information about the registered holder of Units in which DBA has a relevant interest.	In respect of the Units under the Arrangement, unknown. Referto the substantial holder notice lodged by DBA and appearing on ASX on 4 December 2013 for further information about the person entitled to be registered as holder of Units in which DBA has a relevant interest. Note, DXFM has given a notice requiring delivery of Units under the Arrangement. Delivery of Units under that Arrangement has been postponed until 24 January 2014 (subject to further postponement). Accordingly, the obligation for DXFM to take, and the obligation for DBA to make, delivery of Units under the Arrangement has arisen.	Neither DXFM nor CPPIB are the owner of Units. However, under section 608(8): - DXFM may be taken to have a relevant interest in Units by reason oftlhe Arrangement; and -ilDXFM had a relevant interest in those Units then CPPIB would also have a relevant interest in those Units by reason of the Joint Bid Agreement attached to the Substantial Holder Notice lodged with ASX by DXFM on 20 December 2013.	To the extent that section 608(8) confers the same relevant interest on DXFM as held by DBA as at 29 November 2013 (upto a maximumof 350,000,000 Units), DXFM and CPPIB had a relevant interest in 350,000,000 Units.	To the extent that section 608(8) confers the same relevant interest on DXFM as held by DBA as at29 November 2013 (up to a maximum of 350,000,000 Units), DXFM and CPPIB had a relevant interest in Units with voting power of 14.9%.
DXFM	In respect of Units arising under acceptances of the DEXUS Offer, the holders of Units who have accepted the DEXUS Offer.	DXFM	Acquisitions arising from acceptances of the DEXUS Offer.	301,326 Units	0.01%
DXFM	In respect of Units arising under acceptances of the DEXUS Offer, the holders of Units who have accepted the DEXUS Offer.	DXFM	Acquisitions arising from acceptances of the DEXUS Offer.	301,326 Units	0.01%
CPPIB	In respect of Units arising under acceptances of the DEXUS Offer, the holders of Units who have accepted the DEXUS Offer.	DXFM	lnterest arising under the Joint Bid Agreement attached to the SubstantialHolder Notice lodged with ASX by DXFM on 20 December 2013.	301,326 Units	0.01%
CPPIB	In respect of Units arising under acceptances of the DEXUS Offer, the holders of Units who have accepted the DEXUS Offer.	DXFM	lnterest arising under the Joint Bid Agreement attached to the SubstantialHolder Notice lodged with ASX by DXFM on 20 December 2013.	301,326 Units	0.01%

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5. Changes in association

604 15 July 2001

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (ilapplicable) Nature of association

N/A

6. Addresses

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

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

Signature

print name Susan Hllllard capacity Attorney

sign here - - ............._...... ..__·_.;;..;;...Jo_,· d;.;a;,;;te,...;9.;.;/1...;/2 0-14,___

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