Class Ruling CR 2021/48

What this ruling is about: 1. This Ruling sets out the tax consequences for the holders of Dexus stapled securities (Security holders) resulting from the disposal of their units in each of Dexus Diversified Trust (DDF), Dexus Industrial Trust (DIT) and Dexus Office Trust (DOT) (together, the Dexus Trusts) in consideration for units in Dexus Property Trust (DPT). 2. Full details of this scheme are set out in paragraphs 24 to 39 of this Ruling. 3. All legislative references in this Ruling are to the Income Tax Assessment Act 1997 unless otherwise indicated. Who this Ruling applies to 4. This Ruling applies to you if you: 5. This Ruling does not apply to anyone who is subject to the taxation of financial arrangements rules in Division 230 in relation to the scheme outlined in paragraphs 24 to 39 of this Ruling. Note: Division 230 will not apply to individuals, unless they have made an election for it to apply. When this Ruling applies 6. This Ruling applies from 1 July 2021 to 30 June 2022. CGT event A1 CGT event A1 did not happen from the de-stapling of your units in the Dexus Trusts 7. CGT event A1 did not happen when your units in the Dexus Trusts were de-stapled from the units in Dexus Operations Trust (DXO). CGT event A1 happened on the disposal of your units in the Dexus Trusts 8. CGT event A1 happened when you disposed of your units in the Dexus Trusts to Dexus Funds Management Limited (DXFM) as trustee for DPT (subsection 104-10(1)). 9. The time of CGT event A1 was 6 July 2021 (Implementation Date) (paragraph 104-10(3)(b)). 10. You will make a capital gain from CGT event A1 happening if the capital proceeds from the disposal of your units in the Dexus Trusts exceed their cost bases. You will make a capital loss from CGT event A1 happening if the capital proceeds from the disposal of your units in the Dexus Trusts are less than their reduced cost bases (subsection 104-10(4)). 11. The capital proceeds from CGT event A1 happening is equal to the market value of the DPT units received under the scheme (paragraph 116-20(1)(b)). CGT event A1 did not happen from the stapling of your units in Dexus Property Trust 12. CGT event A1 did not happen when your units in DPT were stapled to the units in DXO. Availability of scrip for scrip roll-over if you make a capital gain 13. Subject to the qualification in paragraph 14 of this Ruling, if you make a capital gain from the disposal of your units in the Dexus Trusts, you may choose to obtain scrip for scrip roll-over (section 124-781). 14. Scrip for scrip roll-over cannot be chosen if: Australian-resident Security holders Consequences if you choose scrip for scrip roll-over 15. If you choose scrip for scrip roll-over, you will be able to disregard any capital gain from CGT event A1 happening in respect of the disposal of your units in the Dexus Trusts in consideration for DPT units (subsection 124-785(1)). 16. The first element of the Cost base / reduced cost base of each replacement DPT unit received is calculated by reasonably attributing to it the Cost base / reduced cost base of the units in the Dexus Trusts for which it was exchanged (subsections 124-785(2) and (4)). 17. You calculate the first element of the Cost base / reduced cost base of each replacement DPT unit by dividing the aggregate cost bases or reduced cost bases of your units in the Dexus Trusts by the number of replacement DPT units you received. 18. The date of acquisition of the DPT units is the date you acquired your original units in the Dexus Trusts (table item 2a of subsection 115-30(1)). Consequences if you do not, or cannot, choose scrip for scrip roll-over 19. If you do not, or cannot, choose scrip for scrip roll-over, you must account for any capital gain or capital loss from CGT event A1 happening on the disposal of your units in the Dexus Trusts in working out your net capital gain or net capital loss for the income year in which CGT event A1 happens (sections 102-5 and 102-10). 20. If you make a capital gain and do not, or cannot, choose scrip for scrip roll-over, you can treat the capital gain as a 'discount capital gain' provided that the conditions in Subdivision 115-A are met. In particular, the units in the Dexus Trusts that you disposed of must have been acquired by you at least 12 months before their disposal to DXFM as trustee for DPT. 21. If you do not, or cannot, choose scrip for scrip roll-over, the first element of the Cost base / reduced cost base of each replacement DPT unit received is equal to the market value of each of the units in the Dexus Trusts given in respect of acquiring each DPT unit, worked out as at the time of their acquisition (subsections 110-25(2) and 110-55(2)). 22. If you do not, or cannot, choose scrip for scrip roll-over, the date of acquisition of the replacement DPT units is the date you were issued units in DPT (table item 3 of section 109-10). Foreign-resident Security holders 23. If, just before the Implementation Date, you are a foreign resident or the trustee of a foreign trust for CGT purposes: 24. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. Dexus 25. Dexus has been listed on the Australian Securities Exchange since 2004 as a single (quadruple) stapled security. 26. A Dexus stapled security comprised of one unit in each of DDF, DIT, DOT and DXO. 27. DXFM is the responsible entity of DDF, DIT, DOT and DXO. 28. DXFM, as the responsible entity of DDF, DIT and DOT, irrevocably elected to enter the attribution regime in Division 276 for the taxation of managed investment trusts to be an attribution managed investment trust. These elections were made for the income year ended 30 June 2017. 29. DXO is a public trading trust for the purposes of Division 6C of the Income Tax Assessment Act 1936. Simplification of the Dexus structure Commercial rationale 30. Dexus conducted a review of its business operations to achieve greater simplicity of operation, investor communications and reduced management and administrative costs. Simplification steps 31. The scheme was implemented as follows: Sale facility for Ineligible Foreign Security holders 32. A number of foreign-resident Security holders were ineligible to directly participate in the scheme due to certain foreign securities law restrictions; in particular, as a result of DXFM as trustee for DPT having determined it was unduly onerous or practical to issue DPT units to these Ineligible Foreign Security holders. Dexus stapled securities held by the Ineligible Foreign Security holders were transferred to a nominee as part of the sale facility and their holdings of Dexus stapled securities were converted into New Dexus Stapled Securities under the scheme. The New Dexus Stapled Securities held by the nominee are sold and the proceeds remitted to the Ineligible Foreign Security holders. 33. 0.00324% of Security holders were classified as Ineligible Foreign Security holders. Other matters 34. DXFM as trustee for DPT will make a choice for DPT to be an attribution managed investment trust for the income year ended 30 June 2022. 35. DXFM as trustee for DPT did not make a choice to deny the roll-over to the Security holders under subsection 124-795(4). 36. Under the scheme, the Security holders and DXFM as trustee for DPT dealt with each other at arm's length and DPT had more than 300 beneficiaries just before the implementation of the scheme (for the purposes of subsection 124-781(4)). 37. The Dexus Trusts and DPT did not have a 'significant stakeholder' or 'common stakeholder' in relation to the scheme within the meaning of those terms in section 124-783. 38. Foreign-resident Security holders who held units in the Dexus Trusts have not used their units at any time in carrying on a business through a permanent establishment in Australia. 39. No Security holder together with their associates (as defined in subsection 995-1(1)) hold at least 10% or more of the units in the Dexus Trusts. Commissioner of Taxation 21 July 2021 Availability of scrip for scrip roll-over if you make a capital gain 40. The tax consequences that arise concerning the scheme that is the subject of this Ruling are outlined in paragraphs 7 to 23 of this Ruling. 41. One tax consequence that is the subject of this Ruling is the availability of scrip for scrip roll-over under Subdivision 124-M. Scrip for scrip roll-over enables a shareholder or a unitholder to disregard a capital gain from the disposal of a share or a unit if the shareholder or unitholder receives a replacement share or unit in exchange. It also provides special rules for calculating the Cost base / reduced cost base of the replacement share or unit. 42. Subdivision 124-M contains a number of conditions for, and exceptions to, a shareholder or unitholder being able to choose scrip for scrip roll-over. The main requirements that are relevant to the scheme that is the subject of this Ruling are: 43. The scheme that is the subject of this Ruling satisfies the requirements for scrip for scrip roll-over under Subdivision 124-M. © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products). Not previously issued as a draft

Class of entities or scheme: 24. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. | Dexus: 25. Dexus has been listed on the Australian Securities Exchange since 2004 as a single (quadruple) stapled security. 26. A Dexus stapled security comprised of one unit in each of DDF, DIT, DOT and DXO. 27. DXFM is the responsible entity of DDF, DIT, DOT and DXO. 28. DXFM, as the responsible entity of DDF, DIT and DOT, irrevocably elected to enter the attribution regime in Division 276 for the taxation of managed investment trusts to be an attribution managed investment trust. These elections were made for the income year ended 30 June 2017. 29. DXO is a public trading trust for the purposes of Division 6C of the Income Tax Assessment Act 1936. | Commercial rationale: 30. Dexus conducted a review of its business operations to achieve greater simplicity of operation, investor communications and reduced management and administrative costs. | Simplification steps: 31. The scheme was implemented as follows: | Sale facility for Ineligible Foreign Security holders: 32. A number of foreign-resident Security holders were ineligible to directly participate in the scheme due to certain foreign securities law restrictions; in particular, as a result of DXFM as trustee for DPT having determined it was unduly onerous or practical to issue DPT units to these Ineligible Foreign Security holders. Dexus stapled securities held by the Ineligible Foreign Security holders were transferred to a nominee as part of the sale facility and their holdings of Dexus stapled securities were converted into New Dexus Stapled Securities under the scheme. The New Dexus Stapled Securities held by the nominee are sold and the proceeds remitted to the Ineligible Foreign Security holders. 33. 0.00324% of Security holders were classified as Ineligible Foreign Security holders. | Other matters: 34. DXFM as trustee for DPT will make a choice for DPT to be an attribution managed investment trust for the income year ended 30 June 2022. 35. DXFM as trustee for DPT did not make a choice to deny the roll-over to the Security holders under subsection 124-795(4). 36. Under the scheme, the Security holders and DXFM as trustee for DPT dealt with each other at arm's length and DPT had more than 300 beneficiaries just before the implementation of the scheme (for the purposes of subsection 124-781(4)). 37. The Dexus Trusts and DPT did not have a 'significant stakeholder' or 'common stakeholder' in relation to the scheme within the meaning of those terms in section 124-783. 38. Foreign-resident Security holders who held units in the Dexus Trusts have not used their units at any time in carrying on a business through a permanent establishment in Australia. 39. No Security holder together with their associates (as defined in subsection 995-1(1)) hold at least 10% or more of the units in the Dexus Trusts. Commissioner of Taxation 21 July 2021

Ruling: 1. This Ruling sets out the tax consequences for the holders of Dexus stapled securities (Security holders) resulting from the disposal of their units in each of Dexus Diversified Trust (DDF), Dexus Industrial Trust (DIT) and Dexus Office Trust (DOT) (together, the Dexus Trusts) in consideration for units in Dexus Property Trust (DPT). 2. Full details of this scheme are set out in paragraphs 24 to 39 of this Ruling. 3. All legislative references in this Ruling are to the Income Tax Assessment Act 1997 unless otherwise indicated. | Who this Ruling applies to: 4. This Ruling applies to you if you: 5. This Ruling does not apply to anyone who is subject to the taxation of financial arrangements rules in Division 230 in relation to the scheme outlined in paragraphs 24 to 39 of this Ruling. Note: Division 230 will not apply to individuals, unless they have made an election for it to apply. | When this Ruling applies: 6. This Ruling applies from 1 July 2021 to 30 June 2022. | CGT event A1 did not happen from the de-stapling of your units in the Dexus Trusts: 7. CGT event A1 did not happen when your units in the Dexus Trusts were de-stapled from the units in Dexus Operations Trust (DXO). | CGT event A1 happened on the disposal of your units in the Dexus Trusts: 8. CGT event A1 happened when you disposed of your units in the Dexus Trusts to Dexus Funds Management Limited (DXFM) as trustee for DPT (subsection 104-10(1)). 9. The time of CGT event A1 was 6 July 2021 (Implementation Date) (paragraph 104-10(3)(b)). 10. You will make a capital gain from CGT event A1 happening if the capital proceeds from the disposal of your units in the Dexus Trusts exceed their cost bases. You will make a capital loss from CGT event A1 happening if the capital proceeds from the disposal of your units in the Dexus Trusts are less than their reduced cost bases (subsection 104-10(4)). 11. The capital proceeds from CGT event A1 happening is equal to the market value of the DPT units received under the scheme (paragraph 116-20(1)(b)). | CGT event A1 did not happen from the stapling of your units in Dexus Property Trust: 12. CGT event A1 did not happen when your units in DPT were stapled to the units in DXO. | Availability of scrip for scrip roll-over if you make a capital gain: 13. Subject to the qualification in paragraph 14 of this Ruling, if you make a capital gain from the disposal of your units in the Dexus Trusts, you may choose to obtain scrip for scrip roll-over (section 124-781). 14. Scrip for scrip roll-over cannot be chosen if: | Consequences if you choose scrip for scrip roll-over: 15. If you choose scrip for scrip roll-over, you will be able to disregard any capital gain from CGT event A1 happening in respect of the disposal of your units in the Dexus Trusts in consideration for DPT units (subsection 124-785(1)). 16. The first element of the Cost base / reduced cost base of each replacement DPT unit received is calculated by reasonably attributing to it the Cost base / reduced cost base of the units in the Dexus Trusts for which it was exchanged (subsections 124-785(2) and (4)). 17. You calculate the first element of the Cost base / reduced cost base of each replacement DPT unit by dividing the aggregate cost bases or reduced cost bases of your units in the Dexus Trusts by the number of replacement DPT units you received. 18. The date of acquisition of the DPT units is the date you acquired your original units in the Dexus Trusts (table item 2a of subsection 115-30(1)). | Consequences if you do not, or cannot, choose scrip for scrip roll-over: 19. If you do not, or cannot, choose scrip for scrip roll-over, you must account for any capital gain or capital loss from CGT event A1 happening on the disposal of your units in the Dexus Trusts in working out your net capital gain or net capital loss for the income year in which CGT event A1 happens (sections 102-5 and 102-10). 20. If you make a capital gain and do not, or cannot, choose scrip for scrip roll-over, you can treat the capital gain as a 'discount capital gain' provided that the conditions in Subdivision 115-A are met. In particular, the units in the Dexus Trusts that you disposed of must have been acquired by you at least 12 months before their disposal to DXFM as trustee for DPT. 21. If you do not, or cannot, choose scrip for scrip roll-over, the first element of the Cost base / reduced cost base of each replacement DPT unit received is equal to the market value of each of the units in the Dexus Trusts given in respect of acquiring each DPT unit, worked out as at the time of their acquisition (subsections 110-25(2) and 110-55(2)). 22. If you do not, or cannot, choose scrip for scrip roll-over, the date of acquisition of the replacement DPT units is the date you were issued units in DPT (table item 3 of section 109-10). | Foreign-resident Security holders: 23. If, just before the Implementation Date, you are a foreign resident or the trustee of a foreign trust for CGT purposes: 24. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. | Dexus: 25. Dexus has been listed on the Australian Securities Exchange since 2004 as a single (quadruple) stapled security. 26. A Dexus stapled security comprised of one unit in each of DDF, DIT, DOT and DXO. 27. DXFM is the responsible entity of DDF, DIT, DOT and DXO. 28. DXFM, as the responsible entity of DDF, DIT and DOT, irrevocably elected to enter the attribution regime in Division 276 for the taxation of managed investment trusts to be an attribution managed investment trust. These elections were made for the income year ended 30 June 2017. 29. DXO is a public trading trust for the purposes of Division 6C of the Income Tax Assessment Act 1936. | Commercial rationale: 30. Dexus conducted a review of its business operations to achieve greater simplicity of operation, investor communications and reduced management and administrative costs. | Simplification steps: 31. The scheme was implemented as follows: | Sale facility for Ineligible Foreign Security holders: 32. A number of foreign-resident Security holders were ineligible to directly participate in the scheme due to certain foreign securities law restrictions; in particular, as a result of DXFM as trustee for DPT having determined it was unduly onerous or practical to issue DPT units to these Ineligible Foreign Security holders. Dexus stapled securities held by the Ineligible Foreign Security holders were transferred to a nominee as part of the sale facility and their holdings of Dexus stapled securities were converted into New Dexus Stapled Securities under the scheme. The New Dexus Stapled Securities held by the nominee are sold and the proceeds remitted to the Ineligible Foreign Security holders. 33. 0.00324% of Security holders were classified as Ineligible Foreign Security holders. | Other matters: 34. DXFM as trustee for DPT will make a choice for DPT to be an attribution managed investment trust for the income year ended 30 June 2022. 35. DXFM as trustee for DPT did not make a choice to deny the roll-over to the Security holders under subsection 124-795(4). 36. Under the scheme, the Security holders and DXFM as trustee for DPT dealt with each other at arm's length and DPT had more than 300 beneficiaries just before the implementation of the scheme (for the purposes of subsection 124-781(4)). 37. The Dexus Trusts and DPT did not have a 'significant stakeholder' or 'common stakeholder' in relation to the scheme within the meaning of those terms in section 124-783. 38. Foreign-resident Security holders who held units in the Dexus Trusts have not used their units at any time in carrying on a business through a permanent establishment in Australia. 39. No Security holder together with their associates (as defined in subsection 995-1(1)) hold at least 10% or more of the units in the Dexus Trusts. Commissioner of Taxation 21 July 2021 | Availability of scrip for scrip roll-over if you make a capital gain: 40. The tax consequences that arise concerning the scheme that is the subject of this Ruling are outlined in paragraphs 7 to 23 of this Ruling. 41. One tax consequence that is the subject of this Ruling is the availability of scrip for scrip roll-over under Subdivision 124-M. Scrip for scrip roll-over enables a shareholder or a unitholder to disregard a capital gain from the disposal of a share or a unit if the shareholder or unitholder receives a replacement share or unit in exchange. It also provides special rules for calculating the Cost base / reduced cost base of the replacement share or unit. 42. Subdivision 124-M contains a number of conditions for, and exceptions to, a shareholder or unitholder being able to choose scrip for scrip roll-over. The main requirements that are relevant to the scheme that is the subject of this Ruling are: 43. The scheme that is the subject of this Ruling satisfies the requirements for scrip for scrip roll-over under Subdivision 124-M. © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products). Not previously issued as a draft


Appendix: Availability of scrip for scrip roll-over if you make a capital gain: 40. The tax consequences that arise concerning the scheme that is the subject of this Ruling are outlined in paragraphs 7 to 23 of this Ruling. 41. One tax consequence that is the subject of this Ruling is the availability of scrip for scrip roll-over under Subdivision 124-M. Scrip for scrip roll-over enables a shareholder or a unitholder to disregard a capital gain from the disposal of a share or a unit if the shareholder or unitholder receives a replacement share or unit in exchange. It also provides special rules for calculating the Cost base / reduced cost base of the replacement share or unit. 42. Subdivision 124-M contains a number of conditions for, and exceptions to, a shareholder or unitholder being able to choose scrip for scrip roll-over. The main requirements that are relevant to the scheme that is the subject of this Ruling are: 43. The scheme that is the subject of this Ruling satisfies the requirements for scrip for scrip roll-over under Subdivision 124-M. © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products). Not previously issued as a draft


What this Ruling is about | If this Ruling applies to you, and you correctly rely on it, we will apply the law to you in the way set out in this Ruling. That is, you will not pay any more tax or penalties or interest in respect of the matters covered by this Ruling.


Legislative references: ITAA 1936 Div 6C ITAA 1997 102-5 ITAA 1997 102-10 ITAA 1997 104-10(1) ITAA 1997 104-10(3)(b) ITAA 1997 104-10(4) ITAA 1997 104-165(3) ITAA 1997 109-10 ITAA 1997 110-25(2) ITAA 1997 110-55(2) ITAA 1997 Subdiv 115-A ITAA 1997 115-30(1) ITAA 1997 116-20(1)(b) ITAA 1997 Subdiv 124-M ITAA 1997 124-781 ITAA 1997 124-781(2) ITAA 1997 124-781(2A) ITAA 1997 124-781(4) ITAA 1997 124-783 ITAA 1997 124-785(1) ITAA 1997 124-785(2) ITAA 1997 124-785(4) ITAA 1997 124-795(1) ITAA 1997 124-795(2)(a) ITAA 1997 124-795(4) ITAA 1997 Div 230 ITAA 1997 Div 276 ITAA 1997 855-10 ITAA 1997 855-15 ITAA 1997 977-50 ITAA 1997 995-1(1)