CHARTER HALL GROUP - AGM Information 2013

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Charter Hall Group*

Notice of 2013 Annual general meeting and explanatory memorandum

For a meeting to be held on Tuesday, 12 November 2013 at 2.30pm (Sydney time) at The Westin Hotel, Ballroom 1 on the Lower Ground floor, 1 Martin Place, Sydney, NSW 2000

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

2 / Charter Hall Group

Contents
Letter from Chairman	03
Location of the Meeting	04
Meeting Agenda	05
Notice of Meeting	06
Entitlement to attend and vote	08
Explanatory Memorandum	09
Glossary	16
Corporate Directory	18
Separate Attachment
Proxy Form and Questions for the Chairman or the external auditor

This is an important document. Please read it carefully. If you are unable to attend the Meeting, please complete the proxy form and return it in accordance with the instructions in this Notice and in the proxy form.

2013 Notice of meeting / 3

14 October 2013

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 ACN 113 531 150 Charter Hall Property Trust ARSN 113 339 147

Dear Securityholder,

Letter from Chairman

Charter Hall Limited and Charter Hall Property Trust (Charter Hall Group) - Annual General Meeting.

It is with pleasure that I invite you to the 2013 Annual General Meeting of Charter Hall Group (the Meeting).

The Meeting will be held on Tuesday, 12 November 2013 at 2.30pm (Sydney time) at The Westin Hotel, Ballroom 1 on the Lower Ground, 1 Martin Place, Sydney NSW 2000.

Please find enclosed the Notice of Meeting, 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 by no later than 2:30pm (Sydney time) on Sunday, 10 November 2013 in accordance with the instructions on the attached proxy form. Members should be aware that as this date falls on a weekend, to ensure that the proxy form is received by this date, it is advisable to submit the proxy form prior to Sunday 10 November 2013.

Securityholders have the opportunity to submit questions and/or to address questions to me (as Chairman) and/or our external auditor, PricewaterhouseCoopers (PwC), prior to the Meeting. Please log on to www.linkmarketservices.com.au, select Voting then click “Ask a Question”. Representatives from PwC 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, and received by, Link Market Services Limited by no later than 5.00pm on Monday, 4 November 2013 in accordance with the instructions on the website.

If you require further information or have questions, please contact the Charter Hall Group Registry on 1300 303 063 (within Australia) or +61 2 8280 7134 (outside Australia).

I look forward to your attendance at the Meeting.

Yours sincerely

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Kerry Roxburgh Chairman

4 / Charter Hall Group

Location of the meeting

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Queen
Victoria
Building
Hyde Park
Wynyard Station
Westin Martin Place Station
Hotel
Strand Arc
Market St St James Station
City
Centre
Bridge St
Cahill Expressway
Martin Place
King St
Hunter St
Western Distributor George St
Phillip St
Macquarie St
Pitt St
Elizabeth St
George St Pitt St
York St
Kent St Clarence St
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Venue

The Meeting of the Securityholders of Charter Hall Group will be held at:

The Westin Hotel, Ballroom 1 on the Lower Ground floor, 1 Martin Place, Sydney, NSW 2000

Commencing

2.30pm (Sydney time), Tuesday 12 November 2013

The Westin Hotel

The hotel is conveniently situated in the middle of the Sydney CBD. Wynyard Station, only one block from the hotel, offers easy metro rail connections to the entire city. The city’s ferry, train, bus, metro network, and taxi facilities make all of Sydney easily accessible, and private car service can also be arranged. Privately run bus services and a public train are also both available. Martin Place Railway Station, with service on all intercity and suburban trains, is conveniently located just a short walk away from the hotel.

By Taxi

A taxi rank is located directly outside the hotel entrance on Pitt Street. The nearest cross street is King Street.

By Car

Self and valet parking are available on-site in an underground garage. Alternative self-parking is offered through Wilson Parking at Angel Place. Self-parking and valet rates are available upon request.

By Train

Martin Place Railway Station is within walking distance from the hotel. This station offers service on all intercity and suburban trains and is a five-minute train ride to Central Station—the main station for all train service in Sydney.

By Bus

Buses are available from George Street and Elizabeth Street to most major locations within the city and surrounding suburbs. Tickets are required and must be pre-purchased prior to boarding. The Concierge can advise on the appropriate ticket and the closest location for ticket purchase.

2013 Notice of meeting / 5

Meeting agenda

Tuesday 12 November 2013

2.00pm Registration begins 2.15pm Light refreshments
2.30pm - Meeting commences
Welcome to Securityholders – Chairman
Joint Managing Directors presentation - Items of Business

How business will be conducted at the meeting

The Meeting is an important event and we encourage Securityholders to actively participate.

Important information about the conduct of the Meeting is set out below.

Discussion and asking questions

Discussion will take place on all the items of business as set out on pages 6-7.

The Explanatory Memorandum provides further information relating to the items of business.

Securityholders will have the opportunity to ask questions at the Meeting (including an opportunity to ask questions of the Auditor).

To ensure that as many Securityholders as possible have the opportunity to speak, Securityholders are requested to observe the following guidelines:

Please keep questions as brief as possible and relevant to the matters being discussed.
If a Securityholder has more than one question, please ask all questions at the one time.

Securityholders who are unable to attend the Meeting or who may prefer to register questions in advance are invited to do so. Please log onto www.linkmarketservices.com.au, select Voting then click “Ask a Question”.

An opportunity for discussion will be provided on each item of business prior to Securityholders being asked to vote.

Webcast and photography

For those that may not be able to attend the Meeting, we will make a delayed broadcast available via a webcast which will be able to be viewed at www.charterhall.com.au

For the safety and security of all those present at the Meeting, cameras and recording devices are not permitted.

6 / Charter Hall Group

Notice of meeting

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

Notice is hereby given that the annual general meeting of CHL Shareholders and general meeting of CHPT Unitholders will be held at The Westin Hotel, Ballroom 1 on the Lower Ground floor, 1 Martin Place, Sydney, NSW 2000 at 2.30pm on Tuesday, 12 November 2013.

Important Information:

1) The resolutions should be read in conjunction with the Explanatory Memorandum which follows.
2) Certain terms and abbreviations used below are defined in the Glossary at pages 16 of this Notice of Meeting.
3) As explained in the ‘voting exclusions’ 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.
4) The Meeting will be held in accordance with the Corporations Act, the Listing Rules, CHL’s Constitution and CHPT’s Constitution. Copies of both CHL’s Constitution and CHPT’s Constitution can be found on the Charter Hall Group’s website (at www.charterhall.com.au/Corporate-Governance)

The business of the meeting is as follows:

Business:

Item 1 - Annual Report

To receive and consider the Annual Report, consisting of the Financial Report and Directors’ Report, and Auditor’s Report for the year ended 30 June 2013.

Note: There is no requirement for Securityholders to approve these reports.

Item 2 - Re-election and Election of Directors of CHL

To consider, and if thought fit, pass the following ordinary resolutions of CHL:

2.1 “That Ms Anne Brennan, a Director of CHL retiring in accordance with the CHL Constitution, is re-elected as a Director of CHL.”
2.2 “That Mr Colin McGowan, a Director of CHL retiring in accordance with the CHL Constitution, is re-elected as a Director of CHL.”
2.3 “That Mr Phillip Garling, appointed as an additional Director of CHL by the Board, is elected as a Director of CHL”.

Item 3 - Adoption of Remuneration Report

To consider, and if thought fit, pass the following ordinary resolution of CHL:

“That the Remuneration Report included in the Annual Report for the year ended 30 June 2013 be adopted.”

Note: The vote on this resolution is advisory only and does not bind Charter Hall Group or the Directors of CHL.

Voting exclusions

CHL will disregard any votes cast on this resolution by Key Management Personnel or their Closely Related Parties (or any person voting on their behalf). However, CHL need not disregard a vote cast by such a person if:

it is cast by the person as a proxy for a person who is entitled to vote on this resolution, in accordance with the directions on the proxy form; or
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote on this resolution, in accordance with a direction on the proxy form.

Please refer to the instructions in the Explanatory Memorandum in relation to this item of business on how to appoint a proxy for this resolution.

Item 4 - Issue of performance rights (Long Term Incentive) to Mr David Southon and Mr David Harrison (Performance Rights and Options Plan)

To consider, and if thought fit, pass the following ordinary resolutions of CHL and CHPT:

4.1 “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 201,220 performance rights to Mr David Southon as described in the Explanatory Memorandum.”
4.2 “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 231,707 performance rights to Mr David Harrison as described in the Explanatory Memorandum.”

Voting exclusions

CHL and CHFML will disregard any votes cast on these resolutions by:

any Joint Managing Director; or
any Associate of a Joint Managing Director;

and any person voting on their behalf.

Additionally, CHL will also disregard any votes cast as a proxy on the proposed resolution by Key Management Personnel and their Closely Related Parties.

However CHL and CHFML need not disregard the vote if:

it is cast by a person as proxy for a person who is entitled to vote on these resolutions, in accordance with the directions on the proxy form; or
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote on these resolutions, in accordance with a direction on the proxy form to vote as the proxy decides.

In accordance with section 253E of the Corporations Act, CHFML and its associates are not entitled to vote their interests (if any) on these resolutions at a meeting of CHPT Unitholders if they have an interest in these resolutions or matters other than as a CHPT Unitholder.

2013 Notice of meeting / 7

Item 5 - Issue of service rights to Mr David Southon and Mr David Harrison (Performance Rights and Options Plan) (Deferred proportion of STI for FY13)

To consider, and if thought fit, pass the following ordinary resolutions of CHL and CHPT:

5.1 “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 58,511 service rights to Mr David Southon as described in the Explanatory Memorandum.”
5.2 “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 59,649 service rights to Mr David Harrison as described in the Explanatory Memorandum.”

Voting exclusions

CHL and CHFML will disregard any votes cast on these resolutions by:

any Joint Managing Director; or
any Associate of a Joint Managing Director;

and any person voting on their behalf.

Additionally, CHL will also disregard any votes cast as a proxy on the proposed resolution by Key Management Personnel and their Closely Related Parties.

Voting exclusions

CHL and CHFML will disregard any votes cast on these resolutions by:

any Joint Managing Director; or
any Associate of a Joint Managing Director;

and any person voting on their behalf.

Additionally, CHL will also disregard any votes cast as a proxy on the proposed resolution by Key Management Personnel and their Closely Related Parties.

However CHL and CHFML need not disregard the vote if:

it is cast by a person as proxy for a person who is entitled to vote on these resolutions, in accordance with the directions on the proxy form; or
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote on these resolutions, in accordance with a direction on the proxy form to vote as the proxy decides.

However CHL and CHFML need not disregard the vote if:

it is cast by a person as proxy for a person who is entitled to vote on these resolutions, in accordance with the directions on the proxy form; or
it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote on these resolutions, in accordance with a direction on the proxy form to vote as the proxy decides.

Item 6 - Issue of once only additional performance rights to Mr David Southon and Mr David Harrison (Special allocation under Performance Rights and Options Plan)

To consider, and if thought fit, pass the following ordinary resolutions of CHL and CHPT:

6.1 “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 100,000 additional performance rights to Mr David Southon as described in the Explanatory Memorandum.”
6.2 “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 300,000 additional performance rights to Mr David Harrison as described in the Explanatory Memorandum.”

8 / Charter Hall Group

Entitlement to attend and vote

The Directors have determined that the holding of each Securityholder for the purposes of ascertaining the voting entitlements for the Meeting will be as it appears in the Register at 7.00pm on Sunday, 10 November 2013.

At the Meeting, each Securityholder (in their capacity as a CHL Shareholder):

on a show of hands, has 1 vote; and
on a poll, has 1 vote for each CHL Share they hold.

At the Meeting, each Securityholder (in their capacity as a CHPT Unitholder):

on a show of hands, has 1 vote; and
on a poll, has 1 vote for each dollar of the value of the total interest they have in CHPT.

Voting by proxy

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

Securityholders wishing to appoint a Director (including the Chairman of the Meeting) or other member of the Key Management Personnel of Charter Hall Group or their Closely Related Parties as their proxy should read carefully the instructions on the proxy form and follow these instructions to ensure their votes are not disregarded.

A Securityholder entitled to cast two or more votes at the Meeting 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 Meeting. To be valid, proxy forms, and the authority under which any form appointing a proxy is signed or a certified copy of that authority (if any), must be received by no later than 2.30pm (Sydney time) on Sunday, 10 November 2013 in accordance with the instructions listed on the attached proxy form. Members should be aware that as this date falls on a weekend, to ensure that the proxy form is received by this date, it is advisable to submit the proxy form prior to Sunday 10 November 2013.

Alternatively, Securityholders may vote online at www.linkmarketservices.com.au, by entering the Securityholder’s holding details as shown on the proxy form, then selecting ‘Voting’, and then following the prompts to lodge the Securityholder’s 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).

If a Securityholder returns its proxy form but does not nominate a representative, the Chairman of the Meeting will be that Securityholder’s proxy and will vote on that Securityholder’s behalf as directed on the proxy form. If the Securityholder’s nominated representative does not attend the Meeting, then that Securityholder’s proxy will revert to the Chairman of the Meeting who may vote as he thinks fit (subject to the note below regarding Items 3, 4, 5, and 6) 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 that Securityholder’s proxy form.

Undirected proxies

Where a Securityholder does not wish to direct their proxy as to how to vote as the Securityholder’s proxy in respect of a resolution, that proxy may vote as he/she sees fit on each resolution subject to the requirements of the Corporations Act and Listing Rules (discussed below).

Where permitted, the Chairman of the Meeting in respect of each item of business intends to vote undirected proxies in favour of each of the items of business in the Notice of Meeting.

Remuneration related resolutions (Items 3 - 6)

If the Chairman of the Meeting is appointed, or taken to be appointed, as a proxy, and the relevant Securityholder does not mark any of the voting boxes opposite Items 3, 4, 5 and 6, the relevant Securityholder will be directing the Chairman of the Meeting to vote in favour of the resolution on that Item. If the additional Chairman’s box on the proxy form is not marked, the Chairman of the Meeting will not cast undirected proxies on Items 3, 4, 5 and 6.

Other Directors (including the Joint Managing Directors), members of the Key Management Personnel and their Closely Related Parties will not be able to vote undirected proxies on Items 3, 4, 5 and 6.

Voting by attorney

A Securityholder may appoint an attorney to vote on his/her behalf. The attorney should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to Charter Hall Group or Link Market Services Limited.

Corporate representatives

A body corporate which is a Securityholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of sections 250D and 253B of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to Charter Hall Group or Link Market Services Limited.

By order of the Board

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Tracey Jordan Company Secretary 14 October 2013

2013 Notice of meeting / 9

Explanatory Memorandum

Item 1 - Annual Report

No Resolution is required for this item of business.

A copy of Charter Hall Group’s 2013 Annual Report is available at www.charterhall.com.au, and copies will be made available at the Meeting. A copy of the Annual Report will be sent to those Securityholders who requested one. Securityholders who wish to receive a hard copy should contact Link Market Services Limited (see the Corporate Directory for contact details).

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 Meeting.

Similarly, a reasonable opportunity will be given to Securityholders, as a whole, to ask the Charter Hall Group auditor, 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 financial statements and the independence of the auditor in relation to the audit for the year ended 30 June 2013.

Securityholders may also submit questions in advance by logging on to www.linkmarketservices.com.au, select Voting then click “Ask a Question”. Relevant written questions for PwC must be received by no later than 5.00pm (Sydney time) on Monday, 4 November 2013 in accordance with the instructions on the website.

Item 2 - Re-election and election of Directors of CHL

In order to comply with the Listing Rules and CHL’s Constitution, each of Anne Brennan and Colin McGowan will retire from office of Director of CHL.

Listing Rule 14.4 provides that a director must not hold office (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 substantively replicated in Rule 42 of CHL’s Constitution.

Listing Rule 14.4 also provides that managing directors are not subject to this requirement (i.e. to stand for re-election every three years) except in the case where there is more than one managing director, in which case only one managing director is entitled not to be subject to re-election. CHL appointed both Mr David Harrison and Mr David Southon as Joint Managing Directors in 2006 and the Board resolved that they would each be exempt from this requirement on a rotational basis. Mr David Southon stood for re-election in 2006 and 2012, and Mr David Harrison stood for re-election in 2009.

CHL’s Constitution provides that the Directors of CHL may at any time appoint any person as a Director of CHL as an addition to the Board, in accordance with the terms of CHL’s Constitution.

On 25 February 2013, the Board appointed Mr Philip Garling as an addition to the Board of CHL. Under Listing Rule 14.4 and CHL’s Constitution, any director appointed in this manner may only hold office until the next annual general meeting of the Company, at which such director may be eligible for election.

Each of Ms Anne Brennan, Mr Colin McGowan, and Mr Philip Garling is eligible to be re-elected or elected as a Director of CHL and each offers themselves for re-election or election. Information about each Director’s background and experience is set out below:

Ms Anne Brennan – Non-Executive Director

Anne joined the Board of Charter Hall Group on 6 October 2010, and she is on the board of a number of other companies. Anne is the Chair of the Remuneration and Human Resources Committee, and a member of the Audit Risk and Compliance Committee.

Anne is an experienced executive, and has held senior management roles in both large corporates and professional services firms. During Anne’s executive career, she was the CFO at CSR and the Finance Director of the Coates Group. Prior to her executive roles, Anne was a partner in three professional services firms: KPMG, Arthur Andersen, and Ernst & Young. She has more than 30 years’ experience in finance, audit and corporate finance. 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, is a fellow of the Institute of Chartered Accountants in Australia and a Fellow of the Australian Institute of Company Directors.

Anne resides in NSW and is 53 years of age.

Mr Colin McGowan - Non-Executive Director

Colin joined the Charter Hall Board in April 2005, and is presently the Chair of the Charter Hall Property Trust. He is also a member of the Group’s Valuation Committee, and the Remuneration and Human Resources Committee, and the Group’s Investment Committee. Colin was formerly CEO of the listed AMP Diversified Property Trust, Executive Vice President of Bankers Trust (AUS), founding Fund Manager of the BT Property Trust and founding Fund Manager of Advance Property Fund. Colin is a qualified valuer, a Fellow of the Australian Property Institute, and a Senior Fellow of Finsia.

Colin resides in NSW, and is 68 years of age.

Mr Philip Garling - Independent Non-Executive Director

Philip joined the Board of the Charter Hall Group on 25 February 2013, and is a member of the Remuneration and Human Resources Committee. Philip has over 35 years’ experience in property & infrastructure, development, operations and asset and investment management. Philip’s executive career included 9 years as Global Head of Infrastructure at AMP Capital Investors and 22 years at Lend Lease Corporation including five years as CEO of Lend Lease Capital Services. Philip holds a Bachelor of Building from the University of NSW, and has completed the Advanced Management Program at the Australian Institute of Management, and the Advanced Diploma at the Australian Institute of Company Directors. He is a Fellow of the Australian Institute of Company Directors, Australian Institute of Building and Institution of Engineers, Australia. Other current listed company directorships are Australian Renewable Fuels Limited (Chair); Downer EDI Limited; Networks NSW; Waterpolo Australia. Former listed company directorships in last three years were DUET Group.

Philip resides in New South Wales and is 60 years of age.

10 / Charter Hall Group

Explanatory Memorandum (cont)

Recommendation

The Directors of CHL (other than Ms Brennan, Mr McGowan, and Mr Garling in respect of each of their respective re-election or election as Director of CHL) unanimously endorse the re-election of Ms Brennan and Mr McGowan, and the election of Mr Garling, as Directors of CHL.

Item 3 - Adoption of Remuneration Report

As required by the Corporations Act, the Board is presenting the Remuneration Report to Securityholders for consideration and adoption.

The resolution is advisory only and does not bind the Directors.

The Remuneration Report provides Securityholders with an understanding of:

Charter Hall Group’s remuneration policies as they relate to Key Management Personnel;
The link between remuneration and Charter Hall Group’s performance; and
Individual outcomes for Charter Hall Group’s executives and Directors.

A copy of the Remuneration Report, which is part of the 2013 Annual Report, is available by contacting Link Market Services Limited (see the Corporate Directory for contact details) or by visiting Charter Hall Group’s website.

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

A voting exclusion statement applies to this resolution as set out in the Notice of Meeting.

Recommendation

The Directors unanimously recommend the Securityholders vote in favour of Item 3.

Item 4 - Issue of performance rights (Long Term Incentive) to Mr David Southon and Mr David Harrison (Performance Rights and Options Plan)

In accordance with Listing Rule 10.14 which requires Securityholder approval for Directors to participate in an employee incentive scheme under which he or she acquires, or may in the future be entitled to acquire securities, Charter Hall Group is seeking approval of Securityholders for the proposed allocation of performance rights in respect of the financial year ending 30 June 2014, to Mr David Southon and Mr David Harrison (each, a Joint Managing Director) under the PROP.

The remuneration mix for the Joint Managing Directors for the financial year ending 30 June 2013 comprised 45% fixed remuneration, 27.5% STI, and 27.5% LTI.

Details of the proposed allocation of performance rights under the PROP

In respect of the financial year ending on 30 June 2014, Securityholder approval is sought for an allocation of 3 year performance rights as an LTI for each of the Joint Managing Directors, at no cost to them, at the relevant award or should

any vest, at that date. The remuneration mix for the Joint Managing Directors for the financial year ending 30 June 2014 is comprised as follows:

Mr David Southon – 45% fixed remuneration, 27.5% STI and 27.5% LTI;
Mr David Harrison – 41.5% fixed remuneration, 29.25% STI and 29.25% LTI.

The proposed LTI issues are:

201,220 performance rights to Mr David Southon; and
231,707 performance rights to Mr David Harrison;

based upon an LTI 3 year aggregate prima-facie value measured at 1 July 2013 of $3.28 for each performance right for each of the Joint Managing Directors.

(a) Price of the performance rights

No amount is payable on the grant of an award of performance rights under the PROP. In addition, no amount is payable to exercise a performance right once it vests. Please refer to the information in paragraphs (d) and (e) below in relation to the relevant vesting conditions of performance rights.

If the applicable vesting service and performance conditions are met, a Joint Managing Director will be entitled to receive one fully paid Stapled Security in the Charter Hall Group in respect of each vested performance right (subject to adjustment in accordance with the Listing Rules in the event of a reorganisation of the issued ordinary share capital of CHL or issued unit capital of CHPT, or as otherwise contemplated by the PROP rules).

(b) Date the performance rights will be issued

If the resolutions in Item 4 are approved by Securityholders, the performance rights are proposed to be issued to each of Mr David Harrison and Mr David Southon as soon as practicable after the Meeting, but in any case, no later than 31 December 2013 (the Issue Date).

(c) Maximum number of performance rights to be provided

Up until 1 July 2016, the maximum number of performance rights that may be acquired by each of the Joint Managing Directors pursuant to the resolutions proposed in Item 4 is 201,220 performance rights for Mr David Southon and 231,707 performance rights for Mr David Harrison based upon a valuation of $3.28 per performance right.

(d) Vesting conditions

The vesting of performance rights under the PROP is subject to both service and performance conditions.

Subject to both the service and performance conditions, any FY14 LTI performance right issued on or after 1 July 2013 may vest on 1 July 2016. These rights cannot be exercised until the release of the full FY16 results.

The performance conditions are based on absolute and relative total shareholder return (TSR) hurdles in equal proportions as follows:

2013 Notice of meeting / 11

Absolute TSR performance condition

The percentage that may vest on 1 July 2016 if the TSR for the 3 years from 1 July 2013 falls between 10% and 13% per annum will be determined on a linear basis starting with 50% vesting at the lower end of the range, moving to 100% vesting at the top of the range.

Relative TSR performance condition

The percentage that may vest on 1 July 2016 if the total compounded return for the 3 years falls between the total compounded return of the S&P/ASX 200 A-REIT Accumulation Index (XPJAI) and 1.10 times the total compounded return of XPJAI, determined on a linear basis. Vesting starts at 50% at the lower end of the range moving to 100% that will vest at the top of the range.

50% of performance rights are subject to the absolute TSR measure and 50% are subject to the relative TSR measure.

Any performance rights that fail to vest on 1 July 2016 are forfeited.

The Board considered that TSR is an appropriate performance hurdle because it ensures that a proportion of each participant’s remuneration is linked to the market value of Charter Hall Group securities, ensuring that participants only receive a benefit where there is a corresponding direct benefit to Securityholders.

Absent any unusual circumstances where Board discretion ought to be exercised, in order to meet the service condition PROP participants must be employed by Charter Hall Group on the relevant vesting date of any performance right.

(e) Vesting period

For this proposed offer the absolute and relative return will be calculated over the 3 year period 1 July 2013 to 30 June 2016. The base price of Charter Hall Group’s securities for calculation of the total return is the VWAP for the month of July 2013, namely $3.89. The rights, once vested, cannot be exercised or traded until September 2016.

(f) Basis for the quantum of the proposed issue of performance rights to the Joint Managing Directors

The Remuneration Framework of the Joint Managing Directors is described in the Remuneration Report section of the Annual Report. In summary, it comprises base pay and benefits (“fixed remuneration”), an 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. A Black-Scholes-Merton valuation model has been utilised to arrive at the fair value of an LTI right at the time of its award to the employee. A Monte Carlo simulation has been utilised to calculate the aggregate accounting expense. These figures have been determined based on a valuation report prepared by Deloitte Touche Tohmatsu.

As outlined in the Remuneration Report, the Board utilised the Black-Scholes-Merton valuation model for the allocation of LTI awards.

(g) Securities held

The number of Stapled Securities, options and performance rights currently held by the Joint Managing Directors is contained in the Annual Report.

(h) Other matters

There are no loans to be granted by CHL or CHFML to either of the Joint Managing Directors in relation to the acquisition of the performance rights under the proposed grant in Item 4.

The PROP was first introduced in 2008.

In accordance with ASX Listing Rule 10.14, the performance rights and service rights granted to a Director or an associate of a Director under the PROP since Securityholders last approved an issue of performance rights and service rights under the PROP (at the annual general meeting of Charter Hall Group held in November 2012) were:

the issue of 346,847 performance rights (which represents FY13 LTI) to Mr David Harrison, with a nil exercise price; and
the issue of 346,847 performance rights (which represents FY13 LTI) to Mr David Southon, with a nil exercise price.

Apart from the Joint Managing Directors, no Directors or associates of Directors are participants in the PROP or have been invited to participate in the PROP.

A voting exclusion statement applies to this resolution as set out in the Notice of Meeting.

Recommendation

The Directors (other than Mr Southon and Mr Harrison) unanimously recommend that Securityholders vote in favour of the Item 4 resolutions.

Item 5 - Issue of service rights to Mr David Southon and Mr David Harrison (Performance Rights and Options Plan) (Deferred proportion of STI awarded for FY13)

In accordance with Listing Rule 10.14, which requires securityholder approval for Directors to participate in an employee incentive scheme under which he or she acquires, or may acquire securities otherwise than by transfer of existing securities, Charter Hall Group is seeking approval of Securityholders for a proposed allocation of service rights to each of the Joint Managing Directors under the PROP.

Details of proposed allocation of Service rights under the PROP

Securityholder approval is sought for an allocation of:

•58,511 service rights to Mr David Southon; and
59,649 service rights to Mr David Harrison.

The basis of the quantum of the proposed issue of service rights is explained in paragraph (e).

12 / Charter Hall Group

Explanatory Memorandum (cont)

(a) Nature of the service rights

If the resolutions in item 5 are approved, the Joint Managing Directors will receive the service rights in lieu of receiving in cash, for 33.3% of their award for FY13.

The only vesting condition is that the Joint Managing Director is employed by the Charter Hall Group on 30 August 2014 for 50% of the service rights, and on 30 August 2015 for the remaining 50% of the service rights, at which time each service right will convert into a Stapled Security.

(b) Date the service rights will be issued

If the resolutions in Item 5 are approved by Securityholders, the service rights are proposed to be issued in two tranches to Mr Harrison and Mr Southon as soon as practicable after the Meeting, but in any case, no later than 30 August 2014 for 50% of the service rights (the First Issue Date), and 30 August 2015 for the remaining 50% of the service rights (the Second Issue Date).

Each service right will convert into a fully paid Stapled Security on 30 August 2014 and 30 August 2015 respectively if the relevant vesting condition is met. If the resolutions in Item 5 are not approved by Securityholders, 50% of the deferred STI entitlement will vest on 1 July 2014, with a gross cash remuneration entitlement to be paid no later than 30 August 2014, and the remaining 50% of the deferred STI entitlement will vest on 1 July 2015, with a gross cash remuneration entitlement to be paid no later than 30 August 2015.

Details of the service rights to be issued will be published in each annual report for Charter Hall Group relating to the period in which the service rights have been issued, noting that approval for the issue of the service rights was obtained pursuant to Listing Rule 10.14.

(c) Maximum number of service rights to be provided

The maximum number of service rights that may be awarded to a Joint Managing Director pursuant to the resolutions proposed in Item 5 is:

• 58,511 service rights to Mr David Southon; and
• 59,649 service rights to Mr David Harrison.

(d) Vesting conditions of service rights

If a Joint Managing Director ceases to be employed by the Charter Hall Group before 30 August 2014, the service rights or cash pay rights (depending on whether the resolutions in Item 5 were approved by Securityholders) would be forfeited. If a Joint Managing Director’s employment ceases between 1 September 2014 and 30 August 2015, the second tranche (being the remaining 50%) of the service rights or cash pay rights (depending on whether the resolutions in Item 5 were approved by Securityholders) will be forfeited. If however a Joint Managing Director’s employment is terminated by the Charter Hall Group between 1 September 2014 and 30 August 2015 (other than by summary dismissal) the second tranche (being the remaining 50%) of the service rights or cash pay rights (depending on whether the resolutions in Item 5 were approved by Securityholders) will vest.

(e) Basis for the quantum of the proposed issue of service rights to the Joint Managing Directors

STI Overview

In respect of FY13 the STI amount is subject to achieving a gateway of greater than 95% of the target annual operating EPS. STI payments for FY13 related to the Charter Hall Group achievement of a target EPS of 20.00 cents. This was exceeded by 0.60cps or 3% outperformance.

Once the EPS condition is reached, individual performance against other objectives becomes the basis for determining what STI payments are to be made to individuals, if any. The Board, in consultation with Remuneration and Human Resources Committee, assessed the performance of the Joint Managing Directors against their individual performance measures established for FY13. The Board also retains the discretion to increase/decrease the STI amount available based on its assessment of overall performance.

Individual performance objectives for the Joint Managing Directors were based on a number of quantitative and qualitative measures under three main headings, as follows:

Financial Measures comprising EPS at each of Charter Hall Group, Charter Hall Office REIT & Charter Hall Retail REIT & development investment earnings weighted at 50%;
Integration, Risk Management, Governance and Business Improvement and People Management measures weighted at 20%; and
Additional Equity Targets and Business Development measures weighted at 30%.

These performance measures were selected as they establish a clear link between executive reward and Charter Hall Group performance.

FY13 STI achievement

The Board determined that:

Mr David Southon achieved 90% of his target STI amount being $577,500 or 55% of his fixed remuneration; and
Mr David Harrison achieved 91.25% of his target STI amount being $588,729 or 56% of his fixed remuneration.

The number of service rights that each Director will be allocated has been determined by dividing the value of the deferred portion of the Joint Managing Directors’ STI award for FY13 (ie, $196,243 for Mr David Harrison and $192,500 for Mr David Southon) by the fair value of the service rights calculated as at 13 September 2013 (being the date of allocation) (i.e. $3.29 calculated as an average price for each tranche using the Black-Scholes-Merton model determined by the Board and based on a valuation report prepared by Deloitte Touche Tohmatsu) equating to 58,511 service rights to Mr David Southon and 59,649 service rights to Mr David Harrison.

(f) Other Matters

There are no loans to be granted by CHL or CHFML to either Joint Managing Director in relation to the acquisition of the service rights under the proposed grant in Item 5.

2013 Notice of meeting / 13

The PROP was first introduced in 2008.

the issue of 346,847 performance rights (which represents FY13 LTI) to Mr David Harrison with a nil exercise price; and
the issue of 346,847 performance rights (which represents FY13 LTI) to Mr David Southon, with a nil exercise price.

Apart from the Joint Managing Directors, no Directors or associates of Directors are participants in the PROP or have been invited to participate in the PROP.

A voting exclusion statement applies to this resolution as set out in the Notice of Meeting.

Recommendation

The Directors (other than Mr Southon and Mr Harrison) unanimously recommend that Securityholders vote in favour of the Item 5 resolutions.

Item 6 - Once only Issue of additional performance rights to Mr David Southon and Mr David Harrison (Performance Rights and Options Plan)

In accordance with Listing Rule 10.14 which requires Securityholder approval for Directors to participate in an employee incentive scheme under which he or she acquires, or may in the future be entitled to acquire securities, Charter Hall Group is seeking approval of Securityholders for the proposed one-off allocation of additional performance rights in respect of the financial year ending 30 June 2014 (Special Performance Rights), to Mr David Southon and Mr David Harrison (each, a Joint Managing Director) under the PROP.

The proposed one-off grant of the Special Performance Rights is in consideration of each of the Joint Managing Directors entering into new employment contracts, that include an increase in the length of their notice periods, and new restraint provisions summarised below.

Summary of the key terms and conditions of new employment arrangements

the remuneration and performance of each Joint Managing Director is to be reviewed annually;
In FY14 each of the Joint Managing Directors’ Fixed Remuneration is increased by $30,000 to $1,080,000. There is no change to Mr David Southon’s at-risk components of 55% of his total remuneration package, with a target performance providing Mr David Southon with the opportunity to receive a 2.89% increase in his total remuneration opportunity;
The at-risk component of Mr David Harrison’s remuneration is increased to 58.5% of his total

remuneration package, with a target performance providing Mr David Harrison with the opportunity to receive an 11.4% increase in his total remuneration opportunity;

the current 3 month notice period is extended to 12 months where Charter Hall gives such notice and 6 months where notice is given by a Joint Managing Director; and
a non-solicitation / non-compete period of 12 months from the date of termination has been included.

Details of the proposed allocation of Special Performance Rights under the PROP

Securityholder approval is sought for a one-off additional allocation of 3 year performance rights as a Special LTI for each of the Joint Managing Directors, at no cost to them.

(a) Price of the Special Performance Rights

(b) Date the performance rights will be issued

If the resolutions in Item 6 are approved by Securityholders, the Special Performance Rights are proposed to be issued to each of Mr David Harrison and Mr David Southon as soon as practicable after the Meeting, but in any case, no later than 31 December 2013 (the Issue Date).

(c) Maximum number of Special Performance Rights to

be provided

The maximum number of Special Performance Rights that may be acquired by each of the Joint Managing Directors pursuant to the resolutions proposed in Item 6 are:

100,000 performance rights to Mr David Southon; and
300,000 performance rights to Mr David Harrison.

(d) Vesting conditions

The vesting of the Special Performance Rights under the PROP is subject to both service and performance conditions for each Joint Managing Director, and the Joint Managing Directors not having resigned or been summarily dismissed during the three years from 4 October 2013. Any other performance rights that currently have not vested will remain on foot, other than where the Joint Managing Directors have resigned or have been summarily dismissed.

14 / Charter Hall Group

Explanatory Memorandum (cont)

The Special Performance Rights will vest if the Joint Managing Directors meet four performance conditions:

(i) an absolute TSR benchmark;
(ii) a relative TSR benchmark;
(iii) annual milestones set by the Board related to the development of the Charter Hall Group, (including a focus on funds under management growth for Mr David Harrison); and
(iv) operational excellence goals set by the Board (and agreed with the Joint Managing Directors).

Subject to the service condition and satisfaction of the four performance conditions, the Special Performance Rights will vest on 4 October 2016.

All five performance conditions must be satisfied in order for any of the performance rights to vest.

The performance conditions which are based on absolute and relative total shareholder return (TSR) are as follows:

of a Director under the PROP since Securityholders last approved an issue of performance rights and service rights under the PROP (at the annual general meeting of Charter Hall Group held in November 2012) were:

the issue of 346,847 performance rights (which represents FY13 LTI) to Mr David Harrison with a nil exercise price; and
the issue of 346,847 performance rights (which represents FY13 LTI) to Mr David Southon, with a nil exercise price.

Apart from the Joint Managing Directors, no Directors or associates of Directors are participants in the PROP or have been invited to participate in the PROP.

Recommendation

The Directors (other than Mr Southon and Mr Harrison) unanimously recommend that Securityholders vote in favour of the Item 6 resolutions.

Absolute TSR performance condition

To meet the absolute TSR performance condition, TSR equal to or greater than 10% per annum (compound annual growth rate) must be achieved over the period from 1 July 2013 to 1 July 2016.

Relative TSR performance condition

To meet the relative TSR performance condition, TSR equal to or greater than the total compounded return of the S&P/ ASX 200 A-REIT Accumulation Index (XPJAI) must be achieved over the period from 1 July 2013 to 1 July 2016.

(e) Vesting period

For this proposed offer the absolute and relative return will be calculated over the 3 year period 1 July 2013 to 30 June 2016.

The vesting date for the Special Performance Rights is 4 October 2016. These rights (options) cannot be exercised before that date.

(f) Securities held

The number of Stapled Securities, options and performance rights currently held by the Joint Managing Directors is contained in the Annual Report.

(g) Other matters

There are no loans to be granted by CHL or CHFML to either of the Joint Managing Directors in relation to the acquisition of the performance rights under the proposed grant in Item 6.

The PROP was first introduced in 2008.

In accordance with ASX Listing Rule 10.14, the performance rights and service rights granted to a Director or an associate

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16 / Charter Hall Group

Glossary

Annual Report	the annual report of Charter Hall Group that includes the fnancial report, the
	Directors’ report and the independent audit report for the period ended 30 June 2013
ASX	ASX Limited
Associate	the defnition provided in the note to Rule 14.11 of the Listing Rules
Auditor or PwC	PricewaterhouseCoopers
Board	board of Directors of CHL and/or CHFML, as appropriate
Charter Hall Group	CHL and CHPT and, where appropriate, their controlled entities
CHFML or the Responsible Entity	Charter Hall Funds Management Limited (ACN 082 991 786; AFSL 262861) in its
	capacity as responsible entity of CHPT
CHL or the Company	Charter Hall Limited (ACN 113 531 150)
CHL Share	a share in CHL
CHL Shareholder	a registered holder of a CHL Share
CHPT	Charter Hall Property Trust (ARSN 113 339 147)
CHPT Unit	a unit in CHPT
CHPT Unitholder	a registered holder of a CHPT Unit
Closely Related Party	has the meaning given in the Corporations Act
Corporations Act	the Corporations Act 2001 (Cth)
Directors	the directors of CHL and/or CHFML, as appropriate
Explanatory Memorandum	the explanatory memorandum that accompanies this Notice of Meeting
Joint Managing Directors	Mr David Harrison and Mr David Southon, as joint managing directors of CHL
Key Management Personnel	has the meaning given in the Corporations Act
Listing Rules	Listing Rules of ASX
LTI	long term incentive
Meeting	the 2013 annual general meeting of CHL Shareholders and general meeting of
	CHPT Unitholders to be held together on 12 November 2013
Notice of Meeting	this notice of Meeting and any notice of any adjournment of the Meeting
PROP	Performance Rights and Options Plan of Charter Hall Group
Register	the register of Securityholders as maintained by Link Market Services Limited
Remuneration Report	the Remuneration Report included in the Annual Report
Securityholders	registered holders of Stapled Securities
Stapled Security	means a CHL Share stapled to a CHPT Unit
STI	short term incentive
TSR	total shareholder return
VWAP	volume weighted average price

2013 Notice of meeting / 17

Interpretation

The following rules apply unless the context requires otherwise:

(a) The singular includes the plural, and the converse also applies.
(b) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
(c) A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

18 / Charter Hall Group

Corporate Directory

Corporate head office and registered office

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

Directors

Kerry Roxburgh Anne Brennan Philip Garling David Harrison Peter Kahan Colin McGowan David Southon

Company Secretary Tracey Jordan Securities Exchange Australian Securities Exchange Limited

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

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 303 063 Facsimile: +61 2 9287 0303 Proxy Facsimile: +61 2 9287 0309

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20 / Charter Hall Group

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www.charterhall.com.au

AI assistant

CHARTER HALL GROUP — AGM Information 2013

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