IOF releases NOM and EM for Dexus Proposal

9 March 2016

Dexus refers to IOF's announcements dated 8 and 9 March 2016 and the release of IOF's NOM and EM in relation to Dexus's proposal to acquire 100% of the units in IOF.

Investa Office Fund releases Notice of Meeting and Explanatory Memorandum for Dexus Proposal Dexus (“Dexus”) refers to Investa Office Fund’s (“IOF”) announcements dated 8 and 9 March 2016 and the presentation released to the market on 9 March 2016. Dexus is pleased to note that IOF
obtained Court orders permitting IOF to dispatch the Notice of Meeting and Explanatory Memorandum (“Explanatory Materials”) in relation to Dexus’s proposal to acquire 100% of the units in IOF (“Proposal”).

This enables IOF to convene the meetings relating to the Proposal which will be held on Friday, 8 April 2016.

Dexus considers this an important milestone for the Proposal and encourages IOF unitholders to read the Explanatory Materials carefully and exercise their vote by attending the meetings in person or voting by proxy. If you wish to vote by proxy, you must lodge your proxy form with IOF’s registry by no later than 10.00am on Wednesday, 6 April 2016.

As stated in IOF’s announcement dated 8 March 2016, IOF expects to dispatch the Explanatory Materials on 14 March 2016.

The Explanatory Materials contain information regarding why IOF unitholders may vote in favour of the Proposal, why IOF unitholders may not vote in favour of the Proposal and the risks associated with the Proposal.

IOF’s Independent Directors unanimously recommend that IOF unitholders vote in favour of the Proposal, in the absence of a superior proposal.

The Explanatory Materials also contain an Independent Expert’s Report. The Independent Expert, KPMG Financial Advisory Services (Australia) Pty Ltd, has concluded that the Proposal is fair and reasonable to, and in the best interests of, IOF unitholders in the absence of a superior proposal¹.

Darren Steinberg, Dexus CEO said: “This is an attractive transaction for Dexus Security holders and a compelling proposition for IOF Unitholders, both financially and strategically. It brings together two complementary portfolios and provides the opportunity for IOF Unitholders to participate in the immediate
benefits associated with an investment in Dexus.”

“In addition to ownership of a quality Australian property portfolio, IOF Unitholders will benefit from our established third party funds management and trading businesses.”

“The merger also enables IOF to achieve an internalised management structure, benefiting from an experienced and stable team with a proven track record and established, efficient systems and processes.”

Attached is a presentation containing a summary of the rationale and certain financial metrics relating to the Proposal.

¹ A copy of the Independent Expert’s Report will be attached to the Explanatory Materials.

For further information please refer to the pdf.