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Peter is currently a Director of First Quantum Minerals Limited
(listed on the London and Toronto Stock Exchanges) and Boart
Longyear Limited.

The Board unanimously recommends that Security holders
ratify the initial appointment of Peter St George as a Director
of DEXUS Funds Management Limited.

Resolution 4 – Ratification of placement

On 21 April 2009, DEXUS Property Group announced an equity
raising that comprised an Institutional Placement and a 2 for 7
Non-renounceable Entitlement Offer raising approximately
$749 million. The funds raised from this equity raising were
used to repay debt and further strengthen DEXUS Property
Group’s balance sheet.

Under the institutional placement, completed on 21 April 2009,
138,500,000 Securities were issued to certain sophisticated
and institutional investors at $0.65 per Security raising
approximately $90 million. These investors included new and
existing wholesale institutional investors in DEXUS Property
Group. The new Securities were issued upon the same terms
as the existing Securities on issue.

Under ASX Listing Rule 7.1, DEXUS Property Group is not
permitted to issue more than 15% of the issued capital of
DEXUS Property Group in any 12 month period unless the
issue is approved by Security holders or an exemption applies
to the issue. DEXUS advises that an exemption applies for the
2 for 7 Non••renounceable Entitlement Offer, however, the
institutional placement is excluded under that exemption.

Under ASX Listing Rule 7.4 issues of units made without Security
holder approval may be treated as having been made with
Security holder approval if the issue did not breach the listing
rules and is subsequently approved by Security holders. An
issue so approved is then not counted towards the calculation
of the use of the 15% limit under ASX Listing Rule 7.1.

The Institutional Placement undertaken on 21 April 2009
reduced DEXUS Property Group’s capacity to issue Securities
without Security holder approval or an exemption from ASX
Listing Rule 7.1 applying. Accordingly, Security holders are
being requested to ratify the issue of Securities as described
above under ASX Listing Rules 7.1 and 7.4. This will ensure that
the DEXUS Property Group has the maximum flexibility to raise
capital going forward. DEXUS Property Group has no current
plans to raise capital other than by way of the existing
Distribution Reinvestment Plan.

The approval of Security holders is not being sought for the
purposes of ASIC class order 05/26 in relation to the issue of
Securities described above as that issue was offered at a fixed
price and was not conducted in reliance on the relief provided
by that class order.

Resolution 4 will be decided by a poll. As an ordinary
resolution, the resolution will be passed if at least 50% of the
votes cast in person or by proxy at the Meeting by members
who are entitled to vote on the resolution are voted in favour
of the resolution.

Resolution 5 – Adoption of Remuneration Report

The purpose of Resolution 5 is to adopt the Remuneration
Report, for the financial year ended 30 June 2009. The
Remuneration Report is contained in section three of the
Directors’ Report for the year ended 30 June 2009 commencing
on page 12 of DEXUS Property Group’s 2009 Annual Report.

Under section 250R of the Corporations Act 2001 (Cth) a listed
company is required at its Annual General Meeting to put a vote
to its members to approve the Remuneration Report. Consistent
with its corporate government framework, the Board of DEXUS
Funds Management Limited has determined that DEXUS
Property Group will be subject to this obligation even though
it is a listed real estate investment trust.

During the meeting there will be an opportunity for Security
holders to comment upon and ask questions about the
Remuneration Report. The Board unanimously recommends
that Security holders adopt the 2009 Remuneration Report.
The vote on Resolution 5 is advisory only and does not bind
the Directors or DEXUS Funds Management Limited.

By Order of the Board

 

John Easy
Company Secretary
DEXUS Funds Management Limited

 

 

 

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