CHARTER HALL GROUP — AGM Information 2010

Oct 7, 2010

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8 October 2010

Luxmy Wigneswaran Advisor, Issuers (Sydney) ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Level 11, 333 George Street Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001 Tel +61 2 8908 4000 Fax +61 2 8908 4040 www.charterhall.com.au Charter Hall Limited ABN 57 113 531 150 Charter Hall Funds Management Limited ABN 31 082 991 786

Dear Ms Wigneswaran

NOTICE OF MEETINGS

We enclose Charter Hall Group’s Notice of Meetings and Proxy Form for its Annual General Meetings to be held on Wednesday, 10 November 2010 at 2.30pm (Sydney time) at the Four Seasons Hotel, Winten Teale Buchanan Room, 199 George Street, Sydney NSW 2000.

We confirm that the attached documents are being dispatched to securityholders today.

Please do not hesitate to contact the undersigned if you require further information.

Yours faithfully

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Nathan Francis Company Secretary

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Charter Hall Limited (ACN 113 531 150)

Charter Hall Property Trust (ARSN 113 339 147)

Notice of Meetings and Explanatory Memorandum

For a meeting to be held on Wednesday, 10 November 2010 at the Four Seasons Hotel, Winten Teale Buchanan Room, 199 George Street, Sydney at 2.30pm

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Contents

Letter to Securityholders from the Chairman	1
Meetings and how to vote	2
Notice of Meetings (setting out the proposed resolutions)	3
Explanatory Memorandum (explaining the resolutions)	7
Glossary	17
Corporate directory	18
Questions for the external auditor	19

Charter Hall is one of the largest specialist real estate fund managers and developers in Australia, with funds under management in excess of $10 billion across listed, wholesale and unlisted retail equity sources.

This is an important document. Please read it carefully.

If you are unable to attend the AGM please complete the form of proxy and return it in accordance with the instructions.

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8 October 2010

Level 11, 333 George Street Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001

Tel +612 8908 4000 Fax +612 8908 4040 www.charterhall.com.au

Charter Hall Limited ACN 113 531 150 Charter Hall Funds Management Limited ACN 082 991 786

Dear Securityholder,

Annual General Meetings: Charter Hall Limited and Charter Hall Property Trust (Charter Hall Group)

It is with pleasure that I invite you to the 2010 Annual General Meetings (the Meeting) of the Charter Hall Group.

The Meeting will be held on Wednesday, 10 November 2010 at 2.30pm (Sydney time) at:

Four Seasons Hotel

Winten Teale Buchanan Room 199 George Street Sydney NSW 2000.

Please fi nd enclosed the Notice of Meetings, Explanatory Memorandum, proxy form and business reply envelope.

If you are attending the Meeting, please bring the attached proxy form with you as the barcode will assist in the registration process. If you are unable to attend, please complete and return your proxy form to Link Market Services Limited at Level 12, 680 George Street, Sydney NSW 2000, or the Charter Hall Group at the address shown above or by facsimile to +612 9287 0309 or online at linkmarketservices.com.au to be received no later than 2.30pm (Sydney time) on Monday, 8 November 2010.

The last page of the Notice of Meetings provides Securityholders with the opportunity to address questions to our auditor, PricewaterhouseCoopers (PwC), prior to the Meeting. The auditor will be present at the Meeting to respond to the questions received and to any additional questions. Please note that written questions for PwC must be sent to Link Market Services or Charter Hall Group and received no later than 5.00pm on Tuesday, 2 November 2010.

If you require further information or have questions, please contact the Charter Hall Group security registry on 1300 664 498 (within Australia) or +612 8280 7787 (outside Australia).

I look forward to your support for the proposals enclosed and to seeing you at the Meeting.

Yours sincerely,

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Kerry Roxburgh CHAIRMAN

Charter Hall Group 1

Meetings and how to vote

Venue

Meetings of the Securityholders of Charter Hall Group will be held at:

Four Seasons Hotel Winten Teale Buchanan Room 199 George Street Sydney NSW 2000

Commencing

• 2.30 pm, Wednesday, 10 November 2010

How to vote

You may vote by attending the Meetings in person or by proxy or a body corporate may appoint a corporate representative.

Voting in person

To vote in person, you must attend the Meetings on Wednesday, 10 November 2010 at the Four Seasons Hotel, Winten Teale Buchanan Room, 199 George Street, Sydney. The Meetings will commence at 2.30pm. Please allow at least 15 minutes for registration.

Voting by proxy

To vote by proxy, please complete and sign the enclosed proxy form with this Notice of Meetings. All forms must be received no later than 2.30pm (AEST) on Monday, 8 November 2010. Completed proxy forms can either be:

• returned by post in the reply paid envelope to Charter Hall Group Registry, Link Market Services Limited, Level 12, 680 George Street, Sydney; or

• sent by facsimile to Link Market Services Limited on facsimile number +612 9287 0309; or

• lodged at the offi ces of Charter Hall Group on Level 11, 333 George Street, Sydney NSW 2000.

Securityholders may also vote online at linkmarketservices.com.au by selecting the ‘Proxy Voting’ option on the top right of the home page. Choose the company you wish to lodge your vote for from the drop down menu, enter your holding details as shown on this form, and follow the prompts to lodge your vote. To use the online lodgement facility, Securityholders will need their “Holder Identifi er” (Securityholder Reference Number (SRN) or Holder Identifi cation Number (HIN) as shown on the front of the proxy form).

If the proxy appointment is signed by an attorney, the power of attorney or a certifi ed copy of it must be sent with the proxy form.

Your proxy form is enclosed

2 Charter Hall Group

Charter Hall Limited (ACN 113 531 150) Charter Hall Property Trust (ARSN 113 339 147)

Notice of Meetings

Notice is hereby given that the Annual General Meeting of Shareholders of Charter Hall Limited and an Annual General Meeting of the Unitholders of Charter Hall Property Trust will be held at the Four Seasons Hotel, Winten Teale Buchanan Room, 199 George Street, Sydney at 2.30pm on Wednesday, 10 November 2010.

• Important information: 1 The Resolutions should be read in conjunction with the Explanatory Memorandum which follows.

• 2 Certain terms and abbreviations used below are defi ned in the Glossary at page 17 of this Notice.

• 3 As explained in the 'voting exclusion' paragraphs below, certain Securityholders are excluded from voting in relation to particular Resolutions and Charter Hall Group must disregard votes cast by those Securityholders. Please do not vote if your vote must be disregarded or if you must not vote as outlined in the paragraphs below.

The business of the meetings is as follows:

Item 1 – Directors’ Report and fi nancial statements

To receive the Directors’ Report and fi nancial statements for the year ended 30 June 2010 together with the Auditor’s Report.

Item 2 - Resolutions

Resolutions 1 – 3:

Re-election of Directors

To consider, and if thought fi t, pass the following ordinary Resolutions of Charter Hall Limited (CHL):

1. “That Mr Colin McGowan, a director of CHL retiring in accordance with the Constitution, is re-elected as a director of CHL.”

2. “That Mr Cedric Fuchs, a director of CHL retiring in accordance with the Constitution, is re-elected as a director of CHL.”

3. “That Ms Anne Brennan, appointed as a director to the Board by the directors of CHL, is elected as a director of CHL.”

Resolution 4: Adoption of Remuneration Report

To consider, and if thought fi t, pass the following ordinary Resolution of CHL:

1. “That the Remuneration Report included in the Annual Report for the year ended 30 June 2010 be adopted.”

Note: The vote on this Resolution is advisory only and does not bind the directors of Charter Hall Group.

Resolution 5: Remuneration of non-executive directors

To consider, and if thought fi t, pass the following ordinary Resolution of CHL:

1. “That, for the purposes of Rule 43(b) of the Constitution and Listing Rule 10.17, the maximum aggregate remuneration that may be paid to all of the non-executive directors of CHL for their services as non-executive directors of CHL be increased from $575,000 per annum to $800,000 per annum.”

Voting exclusion statement

Charter Hall Group will disregard any votes cast on this Resolution by:

• any director of CHL; and

• any associate of a director,

Charter Hall Group 3

Notice of Meetings (continued)

unless the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or unless the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolutions 6 – 8: Issue of options and performance rights to Mr David Southon, Mr David Harrison and Mr Cedric Fuchs

To consider, and if thought fi t, pass the following ordinary Resolutions of CHL and CHPT:

1. “That approval is given for all purposes under the Corporations Act and the Listing Rules (in particular, Listing Rule 10.14) for the issue of 2,019,231 options and the issue of 807,692 performance rights to Mr David Southon as described in the Explanatory Memorandum.”

2. “That approval is given for all purposes under the Corporations Act and the Listing Rules (in particular, Listing Rule 10.14) for the issue of 2,019,231 options and the issue of 807,692 performance rights to Mr David Harrison as described in the Explanatory Memorandum.”

3. “That approval is given for all purposes under the Corporations Act and the Listing Rules (in particular, Listing Rule 10.14) for the issue of 615,385 options and 246,154 performance rights to Mr Cedric Fuchs as described in the Explanatory Memorandum.”

Voting exclusion statement

Charter Hall Group will disregard any votes cast on each of these Resolutions by:

• any director of CHL or CHFML who is eligible to participate in any employee incentive scheme in relation to Charter Hall Group, i.e. any Executive Director of Charter Hall Group; and

• any associate of such a director,

unless the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or unless the vote is cast by the person chairing the Meetings as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides

Resolution 9: Ratifi cation of the issue of performance rights and options during the preceding 12 months

To consider, and if thought fi t, pass the following ordinary Resolution of CHL and CHPT:

1. “To ratify for all purposes under the Corporations Act and the Listing Rules (in particular, Listing Rule 7.4) the issue of:

2. i. 6,446,500 options and 2,578,000 performance rights issued in June 2010; and

3. ii. 8,142,425 options, 3,255,769 performance rights and 1,265,438 service rights issued in September 2010,

to eligible employees of Charter Hall Group, as described in the Explanatory Memorandum.”

Voting exclusion statement

Charter Hall Group will disregard any votes cast on each of these Resolutions by:

• any employee who acquired or was issued options or performance rights, or both, referred to in Resolution 9; and

• any associate of such employee,

4 Charter Hall Group

unless the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form or unless the vote is cast by the person chairing the Meetings as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 10:

Approval of the Performance Rights and Options Plan

To consider, and if thought fi t, pass the following ordinary Resolution of CHL and CHPT:

1. “To approve the Performance Rights and Options Plan for all purposes under the Corporations Act and the Listing Rules (in particular Listing Rule 7.2, Exception 9) for a period of three years from the date of this approval, as described in the Explanatory Memorandum.”

Voting exclusion statement

Charter Hall Group will disregard any votes cast on this Resolution by:

• any director of CHL or CHFML (except a director who is ineligible to participate in any employee incentive scheme in relation to Charter Hall Group); and

• any associate of such director,

unless the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form or unless the vote is cast by the person chairing the Meetings as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 11: Security consolidation

To consider, and if thought fi t, pass the following ordinary Resolution of CHL:

1. “That, the consolidation of every four ordinary shares on issue in CHL into one ordinary share and, where the number of shares held by a shareholder as a result of that consolidation would be a fraction of a share, the rounding of those fractions up to the nearest whole number, be approved for the purposes of section 254H of the Corporations Act 2001 and for all other purposes.”

Detailed explanations of the background and reasons for the proposed Resolutions are set out in the attached Explanatory Memorandum.

By order of the Board

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Nathan Francis Company Secretary

8 October 2010

Charter Hall Group 5

Notice of Meetings (continued)

Notes

Voting Entitlements

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the directors of CHL and CHFML have determined that the holding of each Securityholder for the purposes of ascertaining the voting entitlements for the Meetings will be as it appears in the Register at 7.00pm on 8 November 2010.

Voting and Proxies

A Securityholder is entitled to appoint a proxy to attend and vote on behalf of the Securityholder at the Meetings. A proxy need not be a Securityholder of Charter Hall Group.

Securityholders wishing to appoint the Chairman of the Meetings as their proxy should read carefully the instructions on the Proxy Form and mark the relevant box to ensure their votes are not disregarded.

A Securityholder entitled to cast two or more votes at the Meetings may appoint two proxies and specify the proportion or number of votes each proxy is appointed to exercise. If the Securityholder appoints two proxies and does not specify the proportion or number of votes each proxy may exercise, then each proxy may exercise half of the votes.

A Proxy Form is attached to this Notice of Meetings. To be valid:

1. Proxy Forms must be received at the offi ce of Link Market Services Limited; or at the registered offi ce of Charter Hall Group, being the place designated by Charter Hall Group for that purpose; or at the facsimile number of Link Market Services Limited (+612 9287 0309) or Charter Hall Group by no later than 2.30pm (Sydney time) on Monday, 8 November 2010.

2. The authority under which any form appointing a proxy is signed, or a certifi ed copy of that authority, must be received at the offi ce or facsimile number of Link Market Services Limited or Charter Hall Group by no later than 2.30pm (Sydney time) on Monday, 8 November 2010.

The offi ce of Link Market Services Limited is on Level 12, 680 George Street, Sydney and the facsimile number is +612 9287 0309.

The registered offi ce of Charter Hall Group is on Level 11, 333 George Street, Sydney and the facsimile number is +612 8908 4040.

Alternatively, Securityholders may vote online at linkmarketservices.com.au by selecting the ‘Proxy Voting’ option on the top right of the home page. Choose the company you wish to lodge your vote for from the drop down menu, enter your holding details as shown on this form, and follow the prompts to lodge your vote. To use the online lodgement facility, Securityholders will need their “Holder Identifi er” (Securityholder Reference Number (SRN) or Holder Identifi cation Number (HIN) as shown on the front of the proxy form).

If you return your Proxy Form but do not nominate a representative, the Chair of the Meetings will be your proxy and will vote on your behalf as you direct on the Proxy Form. If your nominated representative does not attend the Meetings then your proxy will revert to the Chair of the Meetings and he may vote as he thinks fi t in relation to any motion or Resolution other than those (if any) in respect of which an indication of the manner of voting is given on your Proxy Form.

6 Charter Hall Group

Explanatory Memorandum

Item 1

Directors’ Report and Financial Statements

As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Report of the Charter Hall Group for the year ended 30 June 2010 will be laid before the meeting. No Resolution is required for this item of business.

A copy of Charter Hall Group’s 2010 Annual Report is available at charterhall.com.au.

In accordance with the Corporations Act, during this item of business an opportunity will be given to Securityholders to ask questions about, or make comments on, the management of Charter Hall Group at the Meetings.

Similarly, a reasonable opportunity will be given to Securityholders, as a whole, to ask the Charter Hall Group auditor, PricewaterhouseCoopers (PwC), questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by Charter Hall Group in relation to the preparation of its fi nancial statements and the independence of the auditor in relation to the audit for the year ended 30 June 2010.

Securityholders may also submit written questions (see page 19 of this Notice of Meetings) directed to PwC.

Relevant written questions for PwC must be received by no later than 5.00pm (Sydney time) on Tuesday, 2 November 2010. A list of those relevant written questions will be made available to Securityholders attending the Meetings. PwC will either answer the questions at the Meetings or table written answers at the Meetings. If written answers are tabled at the Meetings, they will be made available to Securityholders as soon as practicable after the Meetings.

Please send any written questions for PwC:

• to Link Market Services Limited at the address on the enclosed reply paid envelope;

• to Link Market Services Limited by facsimile to +612 9287 0309; or

• to Charter Hall Group registered offi ce Level 11, 333 George Street, Sydney NSW 2000

Item 2 - Resolutions

Resolutions 1 to 3: Re-election of Directors

In order to comply with the ASX Listing Rules and the Constitution, the Board has resolved that each of Mr Colin McGowan and Mr Cedric Fuchs will retire from offi ce of director of CHL.

In addition, effective after this AGM, Ms Patrice Derrington will be retiring from her directorship position in the Charter Hall Group as she will be permanently relocating to the United States. Patrice has been a director of the Charter Hall Group since the Group listed in 2005 and has made a signifi cant contribution to the Group throughout that time.

In order to fi ll this vacancy, the CHL Board is pleased to have appointed Ms Anne Brennan.

Listing Rule 14.4 provides that a director must not hold offi ce (without re-election) past the third annual general meeting following the director's appointment or three years, whichever is longer. It also provides that an entity must hold an election of directors each year. These provisions are replicated in Rule 42 of the Constitution.

Each of Mr Colin McGowan and Mr Cedric Fuchs is eligible to be re-elected or elected as a director of CHL and each offers themselves for re-election.

Both the Constitution and Listing Rule 14.4 provide that the Directors may appoint any person to fi ll a vacancy in the board of directors. Any Director appointed under this rule may hold offi ce only until the next annual general meeting and is then eligible for election at that meeting. It is under this rule that Ms Brennan offers herself for election.

Charter Hall Group 7

Explanatory Memorandum (continued)

Mr Colin McGowan – Independent Non-Executive Director

Colin has been a Director since April 2005 and was formerly CEO of the listed AMP Diversifi ed Property Trust, Executive Vice President of Bankers Trust (Australia), founding Fund Manager of the BT Property Trust and founding Fund Manager of Advance Property Fund.

Colin is a qualifi ed valuer, a Fellow of the Australian Property Institute and a Senior Fellow of the Financial Services Institute of Australasia (formally SIA). Colin was the honorary SIA National Principal Lecturer and Task Force Chairman for the Graduate Diploma's Property Investment Analysis course – a position he held for 11 years until 2003. Colin is a member of the Remuneration and Nomination Committee and is chairman and member of a number of Charter Hall Group Investment Committees.

Mr Cedric Fuchs – Executive Director

Cedric is a co-founder of Charter Hall with over 40 years of experience in the fi elds of property investment, development and fi nancial services.

Cedric is a member of the Investment Committee for all of Charter Hall's wholesale and retail property funds. Prior to cofounding Charter Hall in 1991, he worked with the Heine Group's property arm (now part of ING) and Leighton Properties where he was involved in the development and investment activities of those companies. Cedric holds a Diploma in Business Management.

Ms Anne Brennan – Non-Executive independent director

Anne Brennan was appointed as a Non-Executive Director in October 2010, bringing strong fi nancial credentials and business experience.

She is currently a non-executive Director of Myer (since September 2009), and prior to this she was the Finance Director of the Coates Group, responsible for the strategic fi nancial direction of the Group. From 2006 to 2008, Anne was Chief Financial Offi cer for CSR and was a board member for a number of CSR’s investment companies. In her role at CSR, Anne was responsible for providing strategic leadership, advice and broad commercial perspectives to the board, Chief Executive Offi cer and executive team.

Prior to that, Anne was a partner in three professional services fi rms; KPMG, Arthur Andersen and Ernst & Young, initially in the audit practice and, in the 10 years before joining CSR, as a partner in Corporate Finance and Transaction Services practices. Anne was also a member of the national executive team and a board member of Ernst & Young.

Anne holds a Bachelor of Commerce (Honours) degree from University College Galway. She is a Fellow of the Institute of Chartered Accountants in Australia and a member of the Australian Institute of Company Directors.

The Directors (other than Mr Fuchs, Mr McGowan and Ms Brennan) unanimously recommend that Securityholders vote in favour of the re-election of Mr Fuchs, Mr McGowan and Ms Brennan as Directors.

Resolution 4: Adoption of Remuneration Report

The Remuneration Report is contained in the 2010 Annual Report to Securityholders which is available at charterhall.com.au.

This year, having regard to the recommendations made by the Productivity Commission in its fi nal report on executive remuneration and in response to the acquisition in March 2010 of the majority of Macquarie Group Limited’s real estate management platform, Charter Hall Group and the Remuneration Committee undertook a comprehensive review of its remuneration structure. The Remuneration Committee directly engaged and received expert advice from three remuneration consultants who provided reports to the Committee.

The 2010 Remuneration Report is presented in a revised format to satisfy the requirements of the Corporations Act and to provide investors with a clear understanding of Charter Hall Group’s remuneration policies and structure. Information was provided in addition to statutory requirements for all directors along with a total of seven other key management personnel who are not directors.

8 Charter Hall Group

The Board has responsibility for ensuring that the executive remuneration framework:

• remains competitive so as to attract and retain the most talented personnel;

• has strong investor support;

• has the appropriate nexus with Charter Hall Group’s overall performance;

• is strongly aligned with short term corporate goals and its long term strategies; and

• is transparent and easily understood.

To discharge its responsibilities, the Board is assisted by Charter Hall Group’s Remuneration Committee which is comprised solely of independent non-executive directors who are completely independent of all executive personnel. The Chair of the committee (Mr K Roxburgh) is the independent Chairman of the Board. The Corporate Governance Statement contained in the Annual Report provides more information about the role of the Remuneration Committee.

Charter Hall Group’s remuneration framework is designed to strike the right balance between the interests of its employees and those of its investors. Overall, the remuneration framework provides a mix of fi xed and variable (“incentive or at risk”) pay representing a blend of fi xed base pay, short and longer term non-cash incentives. As executives gain seniority with Charter Hall Group, the balance of this mix shifts towards an increasing proportion of the “incentive or at risk” components. This framework is designed to provide:

1. Alignment to investors’ interests that:

2. has economic profi t as a core component of plan design;

3. focuses on the effective implementation of strategies designed to deliver sustained growth in investor wealth, in the form of distributions and/or dividends, along with growth in asset values; and

4. will attract and retain talented personnel.

5. Alignment to employee interests that:

6. rewards experience, performance, commitment and loyalty;

7. recognises their contribution to growth in investor wealth; and

8. provides a clear and easily understood structure for earning rewards.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meetings.

The Directors unanimously recommend that Securityholders vote in favour of Resolution 4.

Resolution 5: Remuneration of non-executive directors

In accordance with Listing Rule 10.17, Securityholders are being asked to approve an increase in the maximum aggregate sum which may be paid as non-executive directors' fees (“fee pool”) by 39% from $575,000 to $800,000 per annum.

Fees and payments to non-executive directors refl ect the demands which are made upon and the responsibilities of these directors. Non-executive directors’ fees and payments are reviewed annually by the Remuneration Committee. The Chairman’s fees are determined independent of the fees of non-executive directors.

In June this year, the Remuneration Committee commissioned an independent remuneration benchmarking report to determine whether Charter Hall Group’s non-executive directors’ fees and payments are appropriate and comparable with similar enterprises.

As the size and complexity of Charter Hall Group has recently substantially increased, the independent report concluded that:

“Charter Hall’s Board Chairman and Member fees are generally at the 25th percentile against all peer groups.”

Charter Hall Group 9

Explanatory Memorandum (continued)

The June 2010 benchmarking report revealed that for the industry peer group at the 25th percentile, base non-executive directors’ fees are $100,000. The report noted the median peer group base fee is $127,700. The report notes that it is common for the Chairman’s fee to be two to three times the base fee.

If Charter Hall Group non-executive directors were at the median, the fee pool would need to increase by 74% from the current $575,000 to approximately $1 million.

To provide Charter Hall Group with an ability to remunerate its non-executive directors between the peer group 25th percentile and the median, at the 2010 Annual General Meeting investors are invited to consider a 39% increase in the fee pool to $800,000.

The last increase to the fee pool was effective from 1 July 2008 (approved at the 2008 AGM). Directors fees have not been increased for a period of two years in a period where there has been considerable growth in assets under management.

The directors make no recommendation to members on Resolution 5.

Resolutions 6, 7 and 8: Issue of options and performance rights to Mr David Southon, Mr David Harrison and Mr Cedric Fuchs.

In accordance with ASX listing Rule 10.14, Charter Hall Group is seeking approval of Securityholders for the proposed grant of options and performance rights to the Executive Directors, Mr David Southon, Mr David Harrison and Mr Cedric Fuchs.

Details of the proposed allocation under the PROP

In respect of the fi nancial year 2010/11, Securityholder approval is sought for an allocation of options and performance rights as a long term incentive (LTI) to Mr Southon and to Mr Harrison (the Joint Managing Directors) and to Mr Fuchs (Executive Director), at no cost to them, to be issued from the PROP. The performance rights have a nil exercise price. The options proposed to be granted have an exercise price of $0.61, which is the volume weighted average price (VWAP) of Stapled Securities from 1 July 2010 to 31 July 2010 (inclusive).

The proposed issues to these Executive Directors are:

• 807,692 performance rights to each of the Joint Managing Directors (an 8% increase on last year which was 750,000 each); and

• 2,019,231 options to each of the Joint Managing Directors with an exercise price of $0.61 (a 25% decrease on the 2,681,250 options issued last year); and

• 246,154 performance rights to Mr Cedric Fuchs (a 41% increase on last years issue of 175,000) and 615,385 options with an exercise price of $0.61 (a 2% decrease on the 625,625 options issued last year).

Vesting conditions

Please refer to Resolution 10 below for the current vesting conditions under the PROP and a description of the terms and conditions of the PROP. The vesting conditions to apply to the proposed offer of securities to the Executive Directors are identical to the issues approved by Securityholders at last years Annual General Meeting.

Vesting period

For this proposed offer the absolute and relative return will be calculated over the periods 1 July 2010 to 30 June 2012 and 1 July 2010 to 30 June 2013. The base price for the calculation of the total return is the VWAP for the month of July 2010 (61cps).

Half of the instruments issued have a vesting period of two years with the remaining half subject to a vesting period of three years. Any of the instruments with a vesting period of two years that do not vest because the performance condition is only partly or not met will be added to the tranches with a three year vesting period. There is therefore potential for these instruments to vest if part or all of the performance condition after three years has been met.

10 Charter Hall Group

Basis for the quantum of the proposed issue of options and performance rights to Executive Directors

The Remuneration Framework of the Executive Directors is described in the Remuneration Report section of the 2010 Annual Report. In summary it comprises base pay and benefi ts, a short term incentive (STI) and an LTI.

When granted, the LTI cost to Charter Hall Group recognised in the consolidated income statement is a non-cash accounting expense. The Black-Scholes method is utilised for valuation and accounting expense purposes. Its value in the remuneration framework is the amount recognised in Charter Hall Group’s income statement. On this measure, the LTI is the smallest of the three components (along with base pay and STI) that make up Charter Hall Group’s remuneration framework.

To determine the quantum of the Executive Directors’ remuneration and its composition, this fi nancial, year, the Board engaged three independent experts to benchmark and receive recommendations as to the appropriate, market based level and composition of the Executive Director’s remuneration. One consultant provided the benchmark report, another made specifi c recommendations about the Joint Managing Directors and their LTI and the third consultant provided advice about the structure of the PROP (which is the LTI component).

The quantum of options and performance rights that are proposed above are based upon these independent reports and recommendations.

Securities held

The number of Charter Hall Group Stapled Securities currently held by the Executive Directors is contained in the Directors Report within in the 2010 Annual Report.

Approvals

In order for the options and performance rights to be allocated to Mr Southon, Mr Harrison and Mr Fuchs, Listing Rule 10.14 requires Charter Hall Group Securityholder approval.

Further, in order for this issue not to count towards the 15% limit imposed by Listing Rule 7.1, Securityholders’ approval is required for the issue of securities under Listing Rule 7.1. Listing Rule 7.1 provides that a company must not, without the approval of Securityholders, issue during any 12 month period any equity securities or other securities with rights of conversion to equity if the number of such securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Securityholder approval is subject to the requirement that certain information, required under Listing Rule 7.3, is provided to Securityholders in this Notice of Meetings, which information is set out in these Resolutions 6, 7 and 8.

The effect of the approval would be that the issue of options and performance rights would not be counted in determining whether any further issues of Securities would breach the 15% limit under Listing Rule 7.1. The approval of Resolutions 6, 7 and 8 would give Charter Hall Group the fl exibility to maximise the amount of capital that can be raised during FY11 without further Securityholder approval.

Accordingly, Charter Hall Group seeks approval for the allocation of these options and performance rights to Mr Southon, Mr Harrison and Mr Fuchs, Executive Directors of Charter Hall Group, for all purposes under the Corporations Act and Listing Rules.

The options and performance rights are proposed to be allocated to each of Mr Harrison, Mr Southon and Mr Fuchs as soon as practicable after the AGM, if Resolutions 6, 7 and 8 are approved by Securityholders, but in any case, no later than three months after the AGM.

Recommendation

The directors of Charter Hall Group (other than Mr Southon, Mr Harrison and Mr Fuchs (as relevant)) believe that the issue of options and performance rights on the above terms is an appropriately designed equity based incentive for these directors having regard to their roles and responsibilities, and further that if the performance hurdles described above are met this will result in benefi ts for the Charter Hall Group as a whole.

Charter Hall Group 11

Explanatory Memorandum (continued)

The options and performance rights are an important incentive-based remuneration tool which aligns the interests of Securityholders and those of Charter Hall Group executives and is an important mechanism for the retention of key executives and for driving the improved performance of Charter Hall Group.

Further, excluding this issue from the 15% limit set out in Listing Rule 7.1, allowing Charter Hall Group to retain fl exibility to maximise the amount of capital that can be raised during the following 12 months, is in the best interest of the Charter Hall Group.

The Directors (other than Mr Southon, Mr Harrison and Mr Fuchs) unanimously recommend that Securityholders vote in favour of Resolutions 6, 7 and 8.

Resolution 9: Ratifi cation of the issue of performance rights and options during the preceding 12 months

Background

Charter Hall Group is seeking to refresh its issuance capacity in order to maintain the fl exibility to raise funds in the 12 months commencing on 10 November 2010 by maximising the numbers of Stapled Securities, options and performance rights that may be issued without obtaining Securityholder approval by requesting Securityholders to ratify the options and performance rights issued to Group executives who are not executive directors during the preceding 12 months.

Listing Rule 7.1 provides that an entity must not, without the approval of Securityholders, issue during any 12 month period any equity securities or other securities with rights of conversion to equity (i.e. options and performance rights) if the number of such securities exceeds 15% of the aggregate of the number of securities in the same class on issue at the commencement of that 12 month period plus the number of securities issued in that 12 month period with Securityholder approval or that rely on an exception, provided under Listing Rule 7.2, to the 15% limit.

Details relating to the options and performance rights issued during the preceding 12 months which do not fall with an exception provided in Listing Rule 7.2 are set out in the table below and in the paragraphs following.

Resolution 9: Issues under the PROP to staff

Number of options and performance	�6,446,500 options and 2,578,000 performance rights (issued June 2010)
rights issued to Group executives who are not Executive Directors:	� 8,142,425 options, 3,255,769 performance rights and 1,265,438 service rights (issued September 2010)
Price at which Stapled Securities,	Options and performance rights issued at no cost to staff
options and performance rights were
issued:
Terms of options and performance	Refer to the explanatory notes for Resolution 10, which sets out the terms of the
rights:	PROP
Names of allottees:	Eligible Charter Hall Group staff (excluding directors)
Use or intended use of the funds raised:	Long Term Incentive Scheme for staff
Voting exclusion statement:	Refer to page 4 of the Notice of Meetings

Approvals

Under Listing Rule 7.4, the issue of options and performance rights made without approval under Listing Rule 7.1 will be treated as having been made with approval for the purpose of Listing Rule 7.1 if the performance rights and options issued did not exceed the 15% limit under Listing Rule 7.1, and Securityholders subsequently approve the issue.

Charter Hall Group now seeks subsequent approval by Securityholders under Listing Rule 7.4 for the issue of the performance rights and options set out in the table above.

Approval of Resolution 9 would give Charter Hall Group the fl exibility to maximise the amount of capital that can be raised during the forthcoming 12 months without further Securityholder approval.

A description of the terms of the PROP are set out in the explanatory notes for Resolution 10.

12 Charter Hall Group

Recommendation

The directors of Charter Hall Group believe that excluding these issues from the 15% limit set out in Listing Rule 7.1, allowing Charter Hall Group to retain fl exibility to maximise the amount of capital that can be raised during the following 12 months, is in the best interest of the Charter Hall Group.

The Directors unanimously recommend that Securityholders vote in favour of Resolution 9.

Resolution 10: Approval of the Performance Rights and Options Plan

Background

Resolution 10 seeks Securityholder approval for the Performance Rights and Options Plan (PROP) which became Charter Hall Group’s Long Term Incentive Plan (LTI), with effect 1 July 2009. ASX Listing Rule 7.2, Exception 9, provides that Securityholder approval is not required for an issue under an employee incentive scheme if, within three years before the date of issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

The PROP and its predecessor, the ELSP, are both designed to reward personnel for the effective implementation of strategies that deliver sustained growth in investor wealth and to attract and retain talented personnel.

Summary of terms of the PROP

PROP participants are granted performance rights and options which may be exercised in two equal tranches in the second and third years following their grant, provided performance and service conditions have been satisfi ed.

Non-executive directors do not participate in either the PROP or the ELSP.

In relation to the PROP, on the exercise of an option or a performance right, subject to the vesting conditions set out below, the Board (at its sole discretion) will authorise a participant to acquire a Stapled Security on market or to subscribe for a Stapled Security. A Stapled Security issued under the PROP, as from the date of its issue, will rank equally with all other fully paid Stapled Securities.

In accordance with the requirements of Exception 9 to Listing Rule 7.2, a summary of the terms of the PROP is as follows:

• the Board may determine that an eligible employee may participate in the PROP and invite an eligible employee to participate in the PROP on terms and conditions determined by the Board;

• subject to the satisfaction of any vesting conditions (as determined by the Board) each option is exerciseable within the specifi ed exercise period into one Stapled Security (ranking equally with all existing Stapled Securities) subject to the satisfaction of any vesting conditions (as determined by the Board) at an exercise price as determined by the Board;

• subject to the satisfaction of any vesting conditions (as determined by the Board) each performance right is exerciseable automatically into one Stapled Security (ranking equally with all existing Stapled Securities) subject to the satisfaction of any vesting conditions (as determined by the Board) for no consideration;

• vesting of securities granted under the PROP are subject to the satisfaction of service and performance conditions. The current performance conditions relate to absolute and relative Total Shareholder Return (TSR) hurdles and the current service conditions provide for two year vesting periods for one half of the securities granted to an employee under the PROP with the remaining half subject to a vesting period of three years. Further details of the vesting conditions are set out below;

• unless the Board in its sole discretion consents options and/or performance rights granted under the PROP may not be assigned, transferred, encumbered or otherwise disposed of by any employee;

• unless the Board determines otherwise in its sole discretion, options and/or performance rights held by an employee will automatically lapse when the employee ceases to be employed by Charter Hall Group;

• the number of Stapled Securities to which an employee may be entitled pursuant to the exercise of options and/or performance rights may be determined to be more or less than one Stapled Security per option and/or performance right as the Board considers is appropriate following a variation or reconstruction of the capital of the Charter Hall Group;

Charter Hall Group 13

Explanatory Memorandum (continued)

• where there is a change of control event, takeover, reconstruction, amalgamation, demerger or winding up, the Board may determine in its sole discretion the manner in which options and/or performance rights will be dealt with; and

• the Board may at any time amend the PROP or the terms and conditions on which options and/or performance rights have been issued under the PROP.

Vesting conditions

The vesting of options and performance rights are currently subject to service and performance conditions.

In order to meet the service condition PROP participants must be employed by Charter Hall Group on the respective vesting date of options and performance rights.

The performance conditions relate to an Absolute and a Relative Total Shareholder Return (TSR) hurdle as follows:

Absolute TSR performance condition:

Fifty percent of the LTI instrument (option or performance right) that is subject to the absolute performance hurdle will vest if Charter Hall Group achieves a total compounded return of 10.0% per annum over the vesting period. One hundred percent will vest if Charter Hall Group achieves a total compounded return of 12.0% per annum over the vesting period. The percentage that will vest if the total return is in between 10.0% per annum and 12.0% per annum will be determined on a linear basis.

Relative TSR performance condition:

Fifty percent of the LTI instrument (option or performance right) that is subject to the relative performance hurdle will vest if the Charter Hall Group total compounded return is equal to the total compounded return of the S&P/ASX A-REIT 200 Accumulation Index ("Index") over the vesting period. One hundred percent will vest if Charter Hall Group achieves a total compounded return of 1.10 times the total compounded return of the Index over the vesting period. If Charter Hall Group's total return is in between the total compounded return of the Index and 1.10 times the total compounded return of the Index, the percentage that will vest will be determined on a linear basis.

Subject to the service and performance conditions, options and performance rights issued in 2010 will vest in equal proportions on 1 July 2012 and 1 July 2013.

Securities previously issued under the PROP

Since the introduction of the PROP in 2008:

• 28,786,675 options have been issued;

• 10,456,289 performance rights have been issued;

• 993,850 options and 352,667 performance rights have been cancelled; and

• At 30 June 2010, no options and/or performance rights have vested. As a result, no Stapled Securities have been issued under the PROP.

Further information about these issues is contained in the Remuneration Report section of the 2010 Annual Report.

Approval

Approval of the PROP would remove issues of securities under the PROP from the 15% limit imposed under the Listing Rules, thus providing Charter Hall Group with more fl exibility to raise capital going forward.

Listing Rule 7.1 provides that an entity must not, without the approval of Securityholders, issue during any 12 month period any securities (including options and performance rights) if the number of such securities exceeds 15% of the aggregate of the number of securities in the same class on issue at the commencement of that 12 month period plus the number of securities issued in that 12 month period with Securityholder approval or that rely on an exception, provided under Listing Rule 7.2, to the 15% limit.

14 Charter Hall Group

However, Exception 9 to Listing Rule 7.2 provides that where Securityholders approve the PROP, the issue of any options and/or performance rights will not be counted towards the 15% limit for the three years following such approval. This approval, if granted, will enhance the fl exibility that Charter Hall Group has in relation to the amount of capital that can be raised during any 12 month period over the next three years.

Charter Hall advises that the conduct of the PROP, together with any other employee incentive scheme, is subject to a self imposed limit of 10% of issued Stapled Securities that are on issue from time to time.

The Directors unanimously recommend that Securityholders vote in favour of Resolution 10.

Resolution 11: Security consolidation

Approval is sought for the consolidation of every four shares in Charter Hall Limited (CHL) on issue into one share. The units in Charter Hall Property Trust (CHPT) that are stapled to these shares will be consolidated in the same proportion however Securityholder approval of the unit consolidation is not required.

Immediately after the share consolidation is approved, and following its implementation, each securityholder will still hold the same proportion of stapled securities as before the security consolidation. The current rights attaching to Stapled Securities set out in the constitutions for each of CHL and CHPT will not be affected by the consolidation.

For example, if you held 10,000 Stapled Securities before the consolidation, you would hold 2,500 Stapled Securities after the consolidation, but Charter Hall Group’s security price and the value of the distributions per Stapled Security should, all other things being equal, increase by four times to refl ect the effect of the consolidation and the reduced smaller number of Stapled Securities on issue.

If Securityholders approve the consolidation, the number of Stapled Securities on issue will, subject to rounding, reduce from 1,225,365,088 to approximately 306,341,000. The exact number of securities ultimately on issue will depend on the rounding of fractional amounts. Where the number of Securities held by a Securityholder as a result of the consolidation includes any fraction of a Security, those fractions are to be rounded up to the nearest whole number.

Whilst the consolidation entails a reduction in the number of securities on issue, it is not a return of capital to Securityholders. Accordingly, there is no impact upon Charter Hall Group’s market capitalisation or book value of paid up capital.

The options and performance rights on issue under the PROP, and securities on issue under the ELSP, will also be consolidated in the same ratio as the ordinary capital and the exercise price of the options will be increased to four times the current exercise price. The number of options and performance rights to which each holder is entitled and the exercise price of options will be recalculated in a manner which will not result in any additional benefi ts being conferred upon an option holder or performance rights holder which is not conferred on all Securityholders.

If Resolution 11 is approved by Securityholders the responsible entity of CHPT will, in accordance with the constitution of CHPT, put into effect the consolidation of the units in CHPT at the same time and to the same extent as the consolidation.

Rationale for consolidation

As a result of equity raisings, including DRP’s, Charter Hall Group now has 1,225,365,088 securities on issue, compared with approximately 270,000,000 at the time of Charter Hall Group’s public listing in 2005.

The Board considered a number of reasons that support this proposal.

Firstly, the Board believe the consolidation is likely to reduce volatility in the security price. Currently a one cent movement in the security price currently represents almost a 2% security price movement. Post consolidation a one cent movement will represent a 0.4% change in price.

Secondly, the stapled securities are likely to appeal to more investors by increasing the pricing effi ciency of the securities and consolidation may overcome mandate restrictions faced by certain institutional investors unable to invest in stocks with security prices below $1.

Charter Hall Group 15

Explanatory Memorandum (continued)

Thirdly, the consolidation will better align the number of securities on issue with Charter Hall Group’s peers in the Real Estate Investment Trust sector.

Finally, a higher absolute security price is likely to improve the market perception and broaden the appeal of Charter Hall Group’s securities for more investors.

Taxation implications

While the directors recommend that each Securityholder seek their own taxation advice, the consolidation should not give rise to any immediate tax outcomes. Consolidation is unlikely to result in a capital gains tax event as it is not a disposal. The total cost base of your existing stapled securities will be amended in the same ratio as the consolidation (i.e. four to one).

Timetable for consolidation

If Resolution 11 is passed, the Consolidation would be expected to occur on the following timetable:

Event	Date
Date for determining eligibility to vote at the Meeting	7.00pm Monday, 8 November 2010
Annual General Meeting held	Wednesday, 10 November 2010Day T
Announcement to ASX that Stapled Securityholders have	Wednesday, 10 November 2010Day T
approved consolidation
Last day for ASX trading of ASX code: CHC on a pre–consolidation basis	Thursday, 11 November 2010Day T+1
Trading in consolidated Stapled Securities, on a deferred settlement basis,	Friday, 12 November 2010Day T+2
starts (ASX code: CHCDA)
Last day to register CHC Stapled Security transfers on a pre–consolidated	Thursday, 18 November 2010Day T+6
basis
First day to register Stapled Securities on a post consolidated basis.	Friday, 19 November 2010 DayT+7
CHCDA Stapled Securities consolidated
Last day to register Stapled Securities on a post consolidated basis in	Thursday, 25 November 2010 DayT+11
the register of members
Announcement to ASX that dispatch of the holding statements has
occurred (by no later than 12.00pm Sydney time)
CHCDA deferred settlement trading ceases
Normal T+3 ASX Stapled Security trading starts (ASX code: CHC resumes)	Friday, 26 November 2010 DayT+12

These dates are indicative only and may be subject to change.

Requirements for approval

Approval is being sought by CHL under section 254H of the Corporations Act 2001 to effect the Consolidation in relation to the shares.

The Directors unanimously recommend that Securityholders vote in favour of Resolution 11.

16 Charter Hall Group

Glossary

Annual Report	the annual report of Charter Hall Group that includes the f nancial report, the
	directors' report and the independent audit report for the period ended 30 June 2010
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited
Board	board of directors of CHL
Charter Hall Group	CHL and CHPT and their controlled entities
CHFML	Charter Hall Funds Management Limited (ACN 082 991 786) as responsible entity
	of CHPT
CHL or the Company	Charter Hall Limited (ACN 113 531 150)
CHPT	Charter Hall Property Trust (ASRN 113 339 147)
Constitution	the constitutions of CHL and/or CHPT as appropriate
Corporations Act	the Corporations Act 2001 (Cth)
DPS	Distribution per Stapled Security
ELSP	Executive Loan Security Plan of Charter Hall Group
EPS	Earnings per Stapled Security
Explanatory Memorandum	the explanatory memorandum that accompanies this Notice of Meetings
FY	Financial Year, starting 1 July and ending 30 June
Listing Rules	Listing Rules of ASX
LTI	Long term incentive
Meetings	the 2010 annual general meeting of shareholders of CHL and general meeting
	of CHPT to be held on 10 November 2010
Notice of Meetings	this notice of meetings and any notice of any adjournment of the meetings
PROP	Performance Rights and Options Plan of Charter Hall Group
Securityholders	registered holders of Stapled Securities
Stapled Security	a share in CHL and a unit in CHPT

Charter Hall Group 17

Corporate Directory

Corporate head offi ce and registered offi ce

Charter Hall Funds Management Limited ACN 082 991 786 AFSL No. 262 861

Charter Hall Limited ACN 113 531 150

Level 11 333 George Street Sydney NSW 2000

Telephone: +61 2 8908 4000 Facsimile: +61 2 8908 4040

Company Secretary

Nathan Francis

Lawyers

Allens Arthur Robinson Deutsche Bank Place Corner Hunter and Phillip Streets Sydney NSW 2000

Telephone: +61 2 9230 4000 Facsimile: +61 2 9230 5333

Directors

Kerry Roxburgh (Chairman) Roy Woodhouse (Deputy Chairman) Patrice Derrington Anne Brennan Glenn Fraser Cedric Fuchs (Executive Director) David Harrison (Joint Managing Director) Peter Kahan Colin McGowan David Southon (Joint Managing Director)

Auditor

PricewaterhouseCoopers Darling Park Tower 2 201 Sussex Street Sydney NSW 2000

Principal Register

Link Market Services Level 12 680 George Street Sydney NSW 2000

Telephone: 1300 664 498 Facsimile: +61 2 9287 0303 Proxy Facsimile: +61 2 9287 0309

Securities Exchange

Australian Securities Exchange Limited

18 Charter Hall Group

Questions for the External Auditor PricewaterhouseCoopers

Charter Hall Group - 2010 Annual General Meeting

Questions for the external auditor - PricewaterhouseCoopers

Please use this form to submit any questions concerning the Auditor’s report in the Charter Hall Group Annual Report that you would like the Auditor to answer at the AGM and return in the reply paid envelope provided or fax it to the Registry on +61 2 9287 0309. Please note that written questions for the Auditor must be received no later than 5.00pm (Sydney time) on 2 November 2010.

Securityholder’s name

Address

Security Reference Number (SRN) or Holder Identifi cation Number (HIN)

Questions(s)

Charter Hall Group 19

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Notes

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charterhall.com.au

LODGE YOUR VOTE



==> picture [97 x 48] intentionally omitted <==

Charter Hall Limited ACN 113 531 150

Charter Hall Funds Management Limited ACN 082 991 786

as Responsible Entity for Charter Hall Property Trust ARSN 113 339 147

www.linkmarketservices.com.au

ONLINE

By mail:  Charter Hall Group  [By fax:][ (02) 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1300 664 498 or (02) 8280 7787

SECURITYHOLDER VOTING FORM

I/We being a securityholder(s) of Charter Hall Group and entitled to attend and vote hereby appoint:

STEP 1

APPOINT A PROXY

the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of Charter Hall Group to be held at 2:30pm on Wednesday, 10 November 2010, at Four Seasons Hotel, Winten Teale Buchanan Room, 199 George Street, Sydney NSW and at any adjournment or postponement of the meeting.

Proxies will only be valid and accepted by Charter Hall Group if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2

VOTING DIRECTIONS

STEP 2		VOTING DIRECTIONS	VOTING DIRECTIONS	VOTING DIRECTIONS
Resolutions	For	Against Abstain*			For	Against Abstain*
1Re-election of Mr Colin McGowan				7Issue of options and performance rights to Mr David Harrison
2Re-election of Mr Cedric Fuchs				8Issue of options and performance rights to Mr Cedric Fuchs
3Election of Ms Anne Brennan				9Ratifcation of the issue of performance rights and options during the preceding
				12 months
4Adoption of Remuneration Report				10Approval of the Performance Rights and Options Plan
5Remuneration of non-executive directors				11Security consolidation

• 6 Issue of options and performance rights to Mr David Southon

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3

IMPORTANT – VOTING EXCLUSIONS

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Item 5 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he has an interest in the outcome of that Item and that votes cast by him for that Item, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 5 and your votes will not be counted in calculating the required majority if a poll is called on this Item.

The Chairman of the Meeting intends to vote undirected proxies in favour of Item 5.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

STEP 4

Securityholder 1 (Individual)

Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Director/Company Secretary (Delete one) Director

Sole Director and Sole Company Secretary

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

CHC PRX002

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Group’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the Group. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Group’s security registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Group’s security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:30pm on Monday, 8 November 2010, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Select the ‘Proxy Voting’ option on the top right of the home page. Choose the company you wish to lodge your vote for from the drop down menu, enter your holding details as shown on this form, and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Charter Hall Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

(02) 9287 0309



by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.