CHARTER HALL GROUP — AGM Information 2014

Feb 2, 2014

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Charter Hall Retail REIT Extraordinary General Meeting of Unitholders

3 February 2014

Good afternoon and welcome everyone to the Charter Hall Retail REIT’s (REIT) Extraordinary General Meeting of Unitholders. It is now 3pm and as the necessary quorum is present, I declare this meeting properly constituted and open.

My name is John Harkness and I am the Independent Chairman of Charter Hall Retail Management Limited, the Responsible Entity of the REIT.

Firstly, I would like to introduce my fellow board members:

• Maurice Koop, Independent Non-Executive Director

• Alan Rattray-Wood, Independent Non-Executive Director

• David Harrison, Executive Director and Joint Managing Director of the Charter Hall Group (Charter Hall)

• David Southon, Executive Director and Joint Managing Director of the Charter Hall Group.

Also present today and I welcome:

• Scott Dundas, Fund Manager for the REIT, sitting on stage with us today

• Rebecca Pierro, our Company Secretary

• Stuart McCulloch, from our Legal Advisers, Allens.

This meeting has been called to consider the matters outlined in the Notice of Meeting and Explanatory Memorandum mailed to you last month, namely:

• The ratification, for the purposes of the ASX Listing Rules and the REIT’s constitution, of the issue of units under the Institutional Placement undertaken in November 2013, the proceeds of which were used to partially fund the acquisition of Rosebud Plaza

• The approval of the issue of 2.2 million CQR units to Charter Hall Group; and

• The approval of a number of amendments to the REIT’s constitution to bring it up to date with current market best practice and recent changes in legislation.

This afternoon I am going to provide you with an overview of the acquisition of Rosebud Plaza and the associated equity raising and the details of the amendments to the constitution.

We will then move to the formal business of the meeting and the resolutions for your consideration.

Unitholders holding a yellow or red attendance card will have the opportunity to ask questions as we address each item of business listed in the Notice of Meeting. Visitors with blue attendance cards are not permitted to ask questions during this meeting.

I would also like to advise that today’s meeting is being webcast live and will be available on our website.

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Asset Acquisition and Equity Raising

In November last year, the REIT acquired Rosebud Plaza - a high quality sub-regional shopping centre located in the heart of the Mornington Peninsula, south of Melbourne.

Rosebud Plaza is anchored by Coles, Kmart and Target and has over 60 speciality stores, a freestanding Safeway, a freestanding Kmart Tyre & Auto and a smaller detached retail area.

Being located in the busy Mornington Peninsula, the centre benefits from both strong trade and tourism traffic, making this acquisition consistent with the REIT’s strategy of owning strongly performing, well positioned non-discretionary supermarket anchored shopping centres.

This acquisition was partially funded by an equity raising comprising:

• A fully underwritten institutional placement of $80 million at an issue price of $3.80, which represented a 14.5% premium to the REIT’s NTA at 30 June 2013 , and

• A conditional pro-rata placement to Charter Hall Group of $8 million at a price of $3.6635, being the price paid by the other institutional investors less the REIT’s December 2013 half year distribution of 13.65 cpu.

Directors sought to ensure that all investors could participate in the equity raising by offering a Unit Purchase Plan at the same issue price as the Placement, however this was subsequently withdrawn given the considerable discount between the then market price of CQR units on the ASX and the UPP Offer price of $3.80.

The resultant effect of the resolution to ratify the $80 million placement does not impact on the issuance itself but will result in the refreshment of the REIT’s 15% placement capacity, increasing flexibility in the capital management tools available to the REIT.

The conditional placement requires unitholder approval given that Charter Hall is a related party of the REIT. Subject to Unitholder approval, Charter Hall committed to subscribing to 2.2 million units in the REIT, with this issuance of units representing their pro-rata ownership of CQR to that existing prior to the Institutional Placement. This reflects Charter Hall’s commitment to the REIT and further alignment of its interests with Unitholders.

Constitutional Amendments

The third matter to consider at today’s meeting is the amendments to the REIT’s Constitution to modernise the document and bring it into line with best practice and recent changes in legislation.

The specific changes are outlined in the Notice of Meeting and the Supplemental Deed, which was posted on the REIT’s website. In summary, the changes involve:

• The removal of specified limits on the maximum discount for rights issues, Distribution Reinvestment Plans and Unit Purchase Plans, reflecting the recently issued ASIC Class Order 13/655

• Increasing flexibility of the REIT to:

• Determine the issue price of units under a Distribution Reinvestment Plan, including amendments to the pricing period

• Issue different types of financial instruments, a power which is not expressly contemplated in the current form of the REIT’s Constitution

• And finally, the inclusion of a requirement for Unitholders to provide information that the REIT reasonably believes is necessary for it to meet its statutory obligations (for example, with respect to anti-money laundering legislation)

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We believe these changes are necessary to modernise the Constitution.

Items of Business

I will now move to the formal part of the meeting to consider these matters.

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Charter Hall Retail REIT

Extraordinary General Meeting 3 February 2014

Charter Hall Retail REIT

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Board of Directors

John Harkness Chairman and Independent Director

Alan Rattray-Wood Independent Director

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Maurice Koop
Independent Director
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David Southon Executive Director

David Harrison Executive Director

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Charter Hall Retail REIT

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Asset Acquisition and Equity Raising

• The acquisition of Rosebud Plaza is consistent with CQR’s stated strategy of owning supermarket anchored shopping centres weighted to non-discretionary retail spending

• The acquisition was partially funded by an equity raise comprising:

• A fully underwritten institutional placement of $80m at an issue price of $3.80

• A conditional pro-rata placement to Charter Hall Group of $8m at an issue price of $3.6635, being the price paid by the other institutional investors less the December 2013 half year distribution

• Reduces Australian balance sheet gearing by 0.7% and increases liquidity by $30m

Rosebud Plaza Anchor tenants

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Charter Hall Retail REIT

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Constitution Amendments

• Reflect changes in current market practice and law

• Proposed changes:

• Removal of specified limits on the maximum discount for units issued under rights issues, Distribution Reinvestment Plans (DRP) and Unit Purchase Plans

• Increase in flexibility of the REIT to:

• determine the issue price of units under a DRP including amendments to the pricing period

• issue different types of financial instruments, currently not expressly contemplated in the constitution

• Inclusion of a requirement for Unitholders to provide information that the REIT believes is necessary for it to meet its statutory obligations

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Items of Business

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Charter Hall Retail REIT

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Procedural Matters

• If there are any Unitholders who are eligible to vote who have not received their yellow voting card, please see a representative from Link Market Services at the registration desk

• Unitholders holding a red card are not eligible to vote but can speak at the meeting

• Visitors holding a blue card are not eligible to vote or speak at the meeting

• Copies of the Notice of Meeting are available from the registration desk

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Charter Hall Retail REIT

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Resolution 1

Ratification of institutional placement

To consider, and if thought fit, pass the following resolution, as an ordinary resolution of Unitholders:

“To ratify, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 21,052,632 fully paid ordinary units by Charter Hall Retail REIT at $3.80 per unit on 28 November 2013 to certain institutional, professional and other wholesale investors under an institutional placement for the purposes and on the terms set out in the Explanatory Memorandum in the Notice of Meeting convening this meeting.”

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Charter Hall Retail REIT

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Resolution 1 - Proxies

Proxies

FOR: 171,275,927 98.56% OPEN: 1,014,599 0.58% AGAINST: 1,500,720 0.86%

ABSTAIN: 64,889,434

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Charter Hall Retail REIT

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Resolution 2

Approval of issue of units to Charter Hall Group

To consider, and if thought fit, pass the following resolution, as an ordinary resolution of Unitholders:

“To approve, for the purposes of Listing Rule 10.11 and for all other purposes, the issue of 2,186,273 fully paid ordinary units by Charter Hall Retail REIT at $3.6635 per unit to a member of the Charter Hall Group, a related party of Charter Hall Retail REIT, under a placement for the purposes and on the terms set out in the Explanatory Memorandum in the Notice of Meeting convening this meeting.”

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Charter Hall Retail REIT

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Resolution 2 - Proxies

Proxies

FOR:

FOR: 213,058,329 98.79% OPEN: 1,011,413 0.47% AGAINST: 1,596,526 0.74%

ABSTAIN: 1,170,742

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Charter Hall Retail REIT

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Resolution 3

Amendments to constitution

To consider, and if thought fit, pass the following resolution, as a special resolution of Unitholders:

“That the constitution of Charter Hall Retail REIT is amended, with effect from the date of lodgement with the Australian Securities and Investments Commission, in accordance with the provisions of the Supplemental Deed tabled at the meeting and signed by the Chair of the meeting for the purpose of identification, and that Charter Hall Retail Management Limited is authorised to execute the Supplemental Deed and lodge it with the Australian Securities and Investments Commission.”

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Charter Hall Retail REIT

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Resolution 3 - Proxies

Proxies

FOR: 252,542,618 98.78% OPEN: 1,018,892 0.40% AGAINST: 2,099,932 0.82%

ABSTAIN: 1,718,070

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Charter Hall Retail REIT

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Important Notice

This presentation has been prepared by Charter Hall Retail Management Limited (ABN 46 069 709 468: AFSL 246996) as the responsible entity for Charter Hall Retail REIT (“CQR”). It is to be read in conjunction with the CQR Notice of Extraordinary General Meeting and Explanatory Memorandum dated 10 January 2014. It is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. A reader should, before making any decisions in relation to their investment or potential investment in CQR, seek their own professional advice. This presentation is not an offer or invitation or recommendation for subscription or purchase of securities or other financial products.

All information contained herein is current as at 3 February 2014 unless otherwise stated, and all references to dollars ($) or A$ are Australian Dollars unless otherwise stated.

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