DEXUS Property : Securities Trading policy

ASX release

31 July 2015

DEXUS Property Group (DEXUS) provides a copy of its Securities Trading policy. The policy is available at www.dexus.com/corporategovernance
For further information please contact:

David Yates T: +61 2 9017 1424
M: +61 418 861 047
E: david.yates@dexus.com
Louise Murray T: +61 2 9017 1446
M:+61 403 260 754
E: louise.murray@dexus.com

DEXUS Property Group is one of Australia's leading real estate groups, investing directly in high quality Australian

office and industrial properties. With $18.5 billion of assets under management, the Group also actively manages office, industrial and retail properties located in key Australian markets on behalf of third party capital partners.

The Group manages an office portfolio of 1.6 million square metres located predominantly across Sydney, Melbourne, Brisbane and Perth and is the largest owner 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 32,000 investors from 19 countries. With 30 years of expertise in property investment, development and asset management, the Group has a proven track record in capital and risk management, providing service excellence to tenants and delivering superior risk-adjusted returns for its 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)

Board Policies

Securities Trading (including Inside Information)

1. Purpose

The purpose of this Policy is to provide guidance to Directors and Employees (including Key Management Personnel) for on-going compliance with legal obligations relating to trading or investing in financial products managed by DEXUS.
The principle objectives are:
• the avoidance of insider trading including influencing others to trade in securities resulting from inside information
• the avoidance of actual, perceived or potential conflicts of interest with DEXUS or its clients
• to impose limitations on short term trading
• compliance with ASX Listing Rules, ASX Principles of Good Corporate Governance and the Corporations
Act
DEXUS is committed to maintaining its strong reputation. Adherence to our policies and procedures assists us in achieving this. While compliance with legislation and regulatory guidelines is mandatory, we expect our Employees (especially in relation to securities trading) to support and promote the spirit of the legislation and guidelines.
Directors and employees should also be aware of the possible reputational damage resulting from trading in DEXUS securities in periods where the market may perceive that Directors or employees are in possession of price sensitive information.
As a guiding principle, Directors and employees should ask themselves:
If the market was aware of all the current circumstances, could the proposed dealing be perceived by the market as the employee taking advantage of his or her position in an inappropriate way? How would it look if the transaction was reported in social media or on the front page of a newspaper? (The Media Test)
If the Director or employee is unsure, he or she should consult the Company Secretary.
Where any approval is required for a dealing under this Policy, approval will not be granted where the dealing would not satisfy the Media Test.

2. Applicability of the Securities Trading Policy

This Policy applies to:
• Directors of DEXUS entities
• All Employees of DEXUS (including Key Management Personnel)
• Contractors & temporary employees of DEXUS, and
• Associates of the above. An Associate would include immediate family members, people or entities
(including SMSFs) over which the Employee may exert influence in investment decisions.

All referred to collectively as "Employee/s".

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Board Policies

Securities Trading (including Inside Information)

3. What happens if this Policy is breached?

A breach of this Policy may constitute a breach of the law, leading to disciplinary action, including dismissal in serious cases. Insider trading is a criminal offence and can result in criminal and civil penalties.

4. What is Inside Information?

Employees cannot trade in financial products managed by DEXUS whilst they are in possession of Inside
Information.
"Inside Information" is information not generally available to investors which could, if it were made generally available, have an effect on the market price of particular financial products or be likely to influence investors in deciding whether to deal in those financial products. In brief, this is non-public price sensitive information.
The following types of information would generally be price sensitive (and therefore regarded as Inside
Information):
• any leaked information from a listed entity of the type that would normally be announced to the ASX
• any leaked news about the credit standing of an issuer of securities
• a proposed securities issue
• a significant merger or acquisition proposal
• a purchase or sale of substantial assets
• a significant expansion or curtailment of operations
• significant new products
• significant increases or decreases in dividends or distributions
• significant earnings information or estimates
• changes in earnings information or estimates previously announced
• extraordinary borrowing, significant liquidity problems
• extraordinary management developments
• major litigation
• significant revaluation of assets
It does not matter how or why the information was acquired. The prohibitions apply even if the information is acquired inadvertently.
Examples of situations where Employees may acquire Inside Information include:
• during the management of listed trusts (for example, a property transaction that may have a material price impact on DXS or a potential merger or acquisition with another fund or trust)
• related party transactions within DEXUS Property Group
• significant change from market guidance regarding the amount of earnings or distribution payments

Market rumours may constitute Inside Information. When determining whether this is the case, consideration should be given to generally available public information and whether the rumour is a logical conclusion to draw.

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Board Policies

Securities Trading (including Inside Information)

Employees must not provide or communicate Inside Information to another party. Care must also be taken when providing information to DEXUS work colleagues. Information should only be provided on a "need to know" basis.

5. Prohibition on Insider Trading

When an Employee is in possession of Inside Information, it is illegal to:
• Deal in (i.e. apply for, acquire, dispose of or enter into an agreement to do so) the relevant financial product whether personally, for an Associate, DEXUS or a client
• Procure (i.e. incite, induce or encourage an act or omission) another person to deal in the relevant financial product
• In the case of a financial product able to be traded on a financial market, directly or indirectly communicate or pass on the Inside Information to another person, unless certain arrangements are in place whereby DEXUS can be satisfied that the person will not act on the basis of the information. Compliance, Risk & Governance should be consulted in these circumstances
The prohibitions on insider trading apply until:
• The information has been released to the market and a reasonable period has elapsed to allow the market to absorb the information
• The information has ceased to be price sensitive (for example, a proposal for a corporate transaction has been abandoned)

6. Periods When Trading is Permitted

Provided approval is first sought and obtained in accordance with section 10 of this Policy, trading in DEXUS securities by any Employee is permitted during the following periods (and only if the Employee is not in possession of Inside Information):
• 30 days commencing the day after half yearly and yearly results are announced to the market
• 14 days commencing the day after the AGM Trading outside these periods is prohibited.
Additional trading windows may be identified by the CEO in consultation with the Chair and will be
reported to all Employees.
Trading windows can be cancelled at any time, as notified by the CEO. Such closure will become effective immediately on notification.
Notification of trading windows will be communicated to all Employees.

7. Employee Trading

Employees must not undertake the following types of personal trading activity:
• trading in any financial product whilst in possession of Inside Information
• trading that may cause a conflict (or appearance of conflict) of interest with DEXUS or its clients. Any such actual or potential conflict should be reported to Compliance, Risk & Governance

• trading that distracts them from their responsibilities to DEXUS and its clients

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Board Policies

Securities Trading (including Inside Information)

• trading in DEXUS securities for short term gain (defined as a purchase and sale within 30 days)
• trading in DEXUS securities as part of margin lending activities
• entering into a transaction or arrangement for the purpose of hedging exposure to movements in the price of un-vested securities
From time to time restrictions may be placed on trading in other financial products (e.g. if DEXUS is involved in a significant transaction with a listed entity). These restrictions will be notified to Employees. Employees must abide by these restrictions.

8. Dealings excluded from this Policy

This Policy does not apply to:
• participation in an employee, executive or director equity plan operated by DEXUS (subject to insider trading provisions in the Corporation Act). However, where securities granted under an employee, executive or director equity plan cease to be held under the terms of that plan, any dealings in those securities must only occur in accordance with this Policy;
• the following categories of trades:

- acquisition of DEXUS securities through a distribution reinvestment plan;

- acquisition of DEXUS securities through a security purchase plan available to all retail securityholders;

- acquisition of DEXUS securities through a rights issue; and

- the disposal of DEXUS securities through the acceptance of a takeover offer, scheme of arrangement or equal access buy-back; and

• dealings that result in no effective change to the beneficial interest in the securities (for example, transfers of DEXUS securities already held into a superannuation fund or trust of which the Employee is a beneficiary).
All dealings listed above remain subject to the insider trading provisions in the Corporations Act.

9. Exemption

Trading in financial products outside the trading windows may be granted in situations of severe financial hardship provided the Employee is not in possession of Inside Information.
The request will need to be referred to the GM, Compliance, Risk & Governance and approval sought from the CEO and/or Company Secretary prior to placing the order to sell.
Approval will only be granted if the Employee's application is accompanied by sufficient evidence (in the opinion of the CEO and/or Company Secretary) that the dealing of the relevant securities is the most reasonable course of action available in the circumstances.

If approval is granted, the Employee will be notified in writing and in each circumstance the trade must be exercised within 5 business days.

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Board Policies

Securities Trading (including Inside Information)

10. Trading in Products Managed by DEXUS

All trades by Employees in listed and unlisted financial products managed by DEXUS require prior approval in accordance with the Business Approval Table set out below.
There may be circumstances when this approval is not granted. Reasons for this may be withheld. Where approval is withheld, the Employee is to keep that fact confidential and not disclose it to anyone. Loss of confidentiality regarding a refusal could lead to conjecture. Should an Employee wish to trade in DEXUS securities during a trading window, notification can be made by email to the Compliance, Risk & Governance team (either scott.mahony@dexus.comor compliance@dexus.com) who will obtain the necessary approvals. The following information must be included in the email notification:
• Name in which trade will be executed
• Name of Product
• Buy/Sell
• Number of Securities
A request to trade in DEXUS securities assumes the Employee is in compliance with this Policy at the time the trade is executed.
Once approvals have been obtained, email notification will be provided to the Employee and the trade may be executed. Where approval is granted, the trade must be executed within 5 business days. If the trade is not executed within this timeframe, approval will need to be re-sought. A clearance to trade may be withdrawn if circumstances change. The Employee will be contacted directly in this situation and must keep this fact confidential.

11. Business Approval Table

12. Record Keeping

Compliance, Risk & Governance and the Company Secretary must be provided with a copy of contract notes or transaction advices of approved trades once they have been executed.

A register is maintained of all requests to trade in DEXUS securities including approvals (or otherwise).

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Board Policies

Securities Trading (including Inside Information)

13. Reporting

The Company Secretary is responsible for ensuring that, where applicable, Appendices 3X and 3Y are lodged with ASX in accordance with the ASX Listing Rules.

14. Monitoring

Compliance with this Policy is monitored on an on-going basis. Monitoring includes, but is not limited to, a review of the DXS share register for trading by Employees. Any exceptions or breaches identified will be reported to the CEO, General Counsel/Company Secretary and the Board Risk Committee.

15. Additional Information

This Policy is reviewed at least annually and requires approval of the board of DEXUS Funds Management
Limited.
This Policy was endorsed by the Board People & Remuneration Committee on 25 June 2015 and approved by the Board of DEXUS Funds Management Limited on 29 July 2015.
The Policy is available to and accessible by all Employees.
Compliance, Risk & Governance facilitates training on this Policy. All training facilitated by the
Compliance, Risk & Governance team is compulsory.
Any questions arising from this Policy should be referred to the General Counsel/Company Secretary or the

GM, Compliance, Risk & Governance.

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