Dexus (ASX: DXS)‌ ASX release

16 August 2017

Appendix 4G and 2017 Corporate Governance Statement

Dexus provides the Appendix 4G and its 2017 Corporate Governance Statement. The 2017 Corporate Governance statement is also available at www.dexus.com

For further information please contact:

Investor Relations Melanie Bourke

+61 2 9017 1168

+61 405 130 824

melanie.bourke@dexus.com

Media Relations Louise Murray

+61 2 9017 1446

+61 403 260 754

louise.murray@dexus.com

About Dexus

Dexus is one of Australia's leading real estate groups, proudly managing a high quality Australian property portfolio valued at $24.9 billion. We believe that the strength and quality of our relationships will always be central to our success, and are deeply committed to working with our customers to provide spaces that engage and inspire. We invest only in Australia, and directly own $12.2 billion of office and industrial properties. We manage a further $12.7 billion of office, retail, industrial and healthcare properties for third party clients. The group's $4.3 billion development pipeline provides the opportunity to grow both portfolios and enhance future returns. With 1.8 million square metres of office workspace across 54 properties, we are Australia's preferred office partner. Dexus is a Top 50 entity by market capitalisation listed on the Australian Securities Exchange (trading code: DXS) and is supported by 28,000 investors from 20 countries. With more than 30 years of expertise in property investment, development and asset management, we have a proven track record in capital and risk management, providing service excellence to tenants and delivering superior risk-adjusted returns for investors. www.dexus.com

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

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

Rules 4.7.3 and 4.10.31

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

Introduced 01/07/14 Amended 02/11/15

Name of entity

Dexus Funds Management Limited

ABN / ARBN

Financial year ended:

24 060 920 783

30 June 2017

Our corporate governance statement2for the above period above can be found at:3

These pages of our annual report:

This URL on our website:

http://www.dexus.com/who-we-are/our-business/corporate- governance/corporate-governance-statement

The Corporate Governance Statement is accurate and up to date as at 16 August 2017 and has been approved by the Board.

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

Date:

16 August 2017

Name of Director or Secretary authorising lodgement:

Brett Cameron, Company Secretary

  1. Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

    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 rule 4.10.3.

  2. "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.

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

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 chapter 19 for defined terms

2 November 2015 Page 1

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

  1. the respective roles and responsibilities of its board and management; and

  2. those matters expressly reserved to the board and those delegated to management.

… the fact that we follow this recommendation:

in our Corporate Governance Statement OR

  • at [insert location]

… and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management):

at Board Terms of Reference and CorporateGovernance Statement

  • an explanation why that is so in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

1.2

A listed entity should:

  1. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

  2. 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.

… the fact that we follow this recommendation:

in our Corporate Governance Statement OR

  • at [insert location]

  • an explanation why that is so in our Corporate Governance Statement OR

  • 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.

… the fact that we follow this recommendation:

in our Corporate Governance Statement OR

  • at [insert location]

  • an explanation why that is so in our Corporate Governance Statement OR

  • 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.

… the fact that we follow this recommendation:

in our Corporate Governance Statement OR

  • at [insert location]

  • an explanation why that is so in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

4 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.

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the period above. We have disclosed …

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4

1.5

A listed entity should:

  1. have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them;

  2. disclose that policy or a summary of it; and

  3. disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them and either:

  4. the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or

  5. 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.

… the fact that we have a diversity policy that complies with paragraph (a):

in our Corporate Governance Statement OR

  • at [insert location]

  • in our Corporate Governance Statement OR

  • at [insert location]

… and a copy of our diversity policy or a summary of it:

at Diversity and Inclusion Principles

… and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them:

at Diversity Target

… and the information referred to in paragraphs (c)(1) or (2):

in our Corporate Governance Statement OR

  • an explanation why that is so in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

1.6

A listed entity should:

  1. have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

  2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

… the evaluation process referred to in paragraph (a):

in our Corporate Governance Statement OR

  • at [insert location]

  • at [insert location]

… and the information referred to in paragraph (b):

in our Corporate Governance Statement OR

  • an explanation why that is so in our Corporate Governance Statement OR

  • we are an externally managed entity and this recommendation is therefore not applicable

DEXUS Property Group published this content on 16 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 August 2017 01:06:00 UTC.

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