CHARTER HALL GROUP - AGM Information 2019

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Charter Hall * Group

Notice of 2019 General Meeting and Explanatory Memorandum

For a meeting to be held on Wednesday 13 November 2019 at 2:30pm (Sydney time) at Level 20, 1 Martin Place, Sydney, NSW 2000.

*Charter Hall Limited (ACN 113 531 150)

*Charter Hall Property Trust (ARSN 113 339 147)

Contents
Chair’s Letter	3
Location of the Meeting	4
Meeting Agenda	5
Meeting Protocol	5
Notice of Meeting	6
Entitlement to attend and vote	8
Explanatory Memorandum	10
Corporate Directory	21
Separate Atachment
Proxy Form

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 of Meeting and on the proxy form.

9 October 2019

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Level 20, No.1 Martin Place Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001

Tel +61 2 8651 9000 Fax +61 2 9221 4655 www.charterhall.com.au

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

Dear Securityholder

CHARTER HALL LIMITED AND CHARTER HALL PROPERTY TRUST (CHARTER HALL GROUP) - ANNUAL GENERAL MEETING

It is with pleasure that I invite you to the 2019 Annual General Meeting of Charter Hall Group (the Meeting) for a briefing on the Group’s operations for the 2019 financial year and to consider the matters set out in the enclosed Notice of Meeting and Explanatory Memorandum.

The Meeting will be held on Wednesday, 13 November 2019 at 2.30pm (Sydney time) at Charter Hall Group, Level 20, No.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 (AEDT) on Monday, 11 November 2019 in accordance with the instructions on the attached proxy form.

Securityholders have the opportunity to submit questions and/or to address questions to me, as Chair, 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 Wednesday, 6 November 2019 in accordance with the instructions on the website.

If you require further information or have questions, please contact the Charter Hall Group Registry on +61 1300 664 498.

I look forward to your attendance at the Meeting.

Yours sincerely,

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David Clarke, Chairman of Charter Hall Group

3 / Charter Hall Group

Location of the Meeting

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Royal
Ga
No.1
Martin
Place
Domain
Queen
Victoria
Building
Hyde Park
Wynyard Station
Martin Place Station
Strand Arc
St James Station
Town Hall Station
Market St
City
Centre
Bridge St
Cahill Expressway
Martin Place
King St
Park St
William St
Druitt 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:

Charter Hall Group Level 20, No.1 Martin Place, Sydney NSW 2000

Commencing

2:30pm Sydney time, Wednesday, 13 November 2019.

Charter Hall Head Office

The office is conveniently situated in the middle of the Sydney CBD and within close proximity to the city’s ferry, train, bus and taxi facilities.

By Taxi

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

By Car

By Train

Martin Place and Wynyard Railway Stations are within walking distance from the office. The stations offer services on all intercity and suburban trains and are a five-minute train ride to Central Station — the main station for all train services in Sydney.

By Bus

Due to the construction of the CBD & South East Light Rail, most CBD bus routes have been affected, which means your usual route, timetable, route number and CBD bus stop may change.

Buses in the city centre operate predominantly along priority routes on Elizabeth Street, Castlereagh Street, Park Street, Druitt Street, Clarence Street and York Street. No buses will operate on George Street during or after construction.

For more information on changes to bus routes and timetables please visit www.sydneybuses.info/ or phone 131 500.

Self-parking is available through Secure Parking, with the carpark entrance located at 159 Pitt Street, Sydney NSW 2000.

Alternative self-parking is offered through Wilson Parking at Angel Place. Self-parking rates are available upon request.

4 / Charter Hall Group

Meeting Agenda

Wednesday, 13 November 2019.

2:00pm Registration begins
2:15pm Light refreshments
2:30pm Meeting commences
Welcome to Securityholders by the Chair
Managing Director and Group CEO’s presentation

Items of Business

The Meeting is an important event and we encourage Securityholders to actively participate. Important information about the conduct of the Meeting is set out on the right.

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Meeting Protocol

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 Unitholder has more than one question, please ask all questions at the same 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.

Cameras and recording devices are not permitted at the Meeting.

5 / Charter Hall Group

Notice of Meeting

Notice is hereby given that the annual general meeting of Charter Hall Limited (CHL) Shareholders and general meeting of Charter Hall Property Trust (CHPT) Unitholders (together Securityholders) will be held at:

Level 20, 1 Martin Place

Sydney NSW 2000

At 2:30pm (Sydney time) on Wednesday, 13 November 2019.

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 19 - 20 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 are not entitled to 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/CorporateGovernance)

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 2019.

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

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

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

2.1 “That Mr David Clarke, a Director of CHL retiring in accordance with the CHL Constitution, is re-elected as a Director of CHL.”
2.2 “That Ms Karen Moses a Director of CHL retiring in accordance with the CHL Constitution, is re-elected as a Director of CHL.”
2.3 “That Mr Greg Paramor, 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 2019 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

Charter Hall Group will disregard any votes cast on this resolution by a member of the Key Management Personnel or their Closely Related Parties, unless the vote is cast as a proxy for a person who is entitled to vote on this resolution:

in accordance with their directions as set out in the proxy form; or
by the Chair of the Meeting pursuant to an express authorisation on the proxy form.

6 / Charter Hall Group

Item 4 – Issue of service rights to Mr David Harrison - Performance Rights and Options Plan (Deferred portion of Short Term Incentive (STI) for FY18)

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

“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 67,960 service rights to Mr David Harrison as described in the Explanatory Memorandum.”

Voting exclusions

Charter Hall Group will disregard any votes cast in favour of this resolution:

by or on behalf of Mr Harrison or an Associate of Mr Harrison;
as a proxy by a member of the Key Management Personnel or their Closely Related Parties,

unless the vote is cast as a proxy for a person who is entitled to vote on this resolution:

Voting exclusions

Charter Hall Group will disregard any votes cast in favour of this resolution:

by or on behalf of Mr Harrison or an Associate of Mr Harrison;
as a proxy by a member of the Key Management Personnel or their Closely Related Parties,

unless the vote is cast as a proxy for a person who is entitled to vote on this resolution:

in accordance with their directions as set out in the proxy form; or
by the Chair of the Meeting pursuant to an express authorisation on the proxy form.

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.

in accordance with their directions as set out in the proxy form; or
by the Chair of the Meeting pursuant to an express authorisation on the proxy form.

In accordance with section 253E of the Corporations Act, Charter Hall Funds Management Limited ( 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.

Item 5 –Issue of performance rights to Mr David Harrison – Performance Rights and Options Plan (Long Term Incentive (LTI))

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

“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 227,411 performance rights to Mr David Harrison as described in the Explanatory Memorandum”

7 / 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 Monday, 11 November 2019.

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 Chair 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.

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 (AEDT) on Monday, 11 November 2019 in accordance with the instructions listed on the attached proxy form.

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).

If a Securityholder returns its proxy form but does not nominate a representative, the Chair 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 Chair of the Meeting who may vote as he thinks fit (subject to the note below regarding Items 3, 4, and 5) in relation to any motion or resolution, other than those (if any) in respect of which the Securityholder has provided an indication of the manner of voting on that Securityholder’s proxy form.

Undirected Proxies

If a Securityholder does not wish to direct their proxy as to how to vote 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 Chair 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.

A proxy form is attached to this Notice of Meeting. To be valid, proxy forms, and the authority under which

8 / Charter Hall Group

Remuneration related resolutions (Items 3 – 5)

If the Chair 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 and 5, the relevant Securityholder will be directing the Chair of the Meeting to vote in favour of the resolution on that Item.

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

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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Mark Bryant Company Secretary 9 October 2019

9 / Charter Hall Group

Explanatory Memorandum

Item 1 – Annual Report

No Resolution is required for this item of business.

Copies of Charter Hall Group’s 2019 Securityholder Review and Annual Report are available at www. charterhall.com.au, and copies will be made available at the Meeting. A copy of the Annual Report has been 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 2019 .

Securityholders may also submit questions in advance by logging on to www.linkmarketservices.com.au, selecting “Voting” then clicking “Ask a Question”. Relevant written questions for PwC must be received by no later than 5.00pm (AEDT) on Wednesday, 6 November 2019 in accordance with the instructions on the website.

Item 2 – Election and Re-Election of Directors 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 reelection every three years).

Each of Mr David Clarke and Ms Karen Moses is eligible to be re-elected as a Director of CHL and offers themself for re-election.

On 30 November 2018, the Board appointed Mr Greg Paramor as an additional Director 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 meeting such Director may be eligible for election. Mr Paramor is eligible to be elected as a Director of CHL and offers himself for election.

Information about the background and experience of each Director standing for re-election or election is set out on the next page:

10 / Charter Hall Group

Item 1 – Annual Report

No Resolution is required for this item of business.

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.

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

Listing Rule 14.4 also provides that managing directors are not subject to this requirement (i.e. to stand for reelection every three years).

Information about the background and experience of each Director standing for re-election or election is set out below:

Mr David Clarke – Chair / Independent Non-Executive Director

David joined the Board on 10 April 2014 and was appointed Chair of the Board on 12 November 2014. David is currently Chair of the Nominations Committee and is a member of the Audit, Risk and Compliance Committee and the Investment Committee.

David has over 35 years’ experience in investment banking, funds management, property finance and retail banking. David was Chief Executive Officer of Investec Bank (Australia) Limited from 2009 to 2013.

Prior to joining Investec Bank, David was the CEO of Allco Finance Group and a Director of AMP Limited, following five years at Westpac Banking Corporation where he held a number of senior roles including Chief Executive of the Wealth Management Business, BT Financial Group. David also was previously an Executive Director at Lend Lease Corporation Limited, Chief Executive of MLC Limited, and prior to this was Chief Executive Officer of Lloyds Merchant Bank in London.

David holds a Bachelor of Laws degree.

Recommendation

The Directors of CHL (other than Mr Clarke in respect of his re-election as a Director of CHL) unanimously endorse the re-election of Mr Clarke as a Director of CHL.

Each of Mr David Clarke and Ms Karen Moses is eligible to be re-elected as a Director of CHL and offers themself for re-election.

11 / Charter Hall Group

Ms Karen Moses – Independent Non-Executive Director

Karen joined the Board on 1 September 2016 and was appointed Chair of the Audit, Risk and Compliance Committee on 9 November 2016.

Karen has over 30 years’ corporate experience in the energy industry spanning oil, gas, electricity and coal commodities, gaining her experience both within Australia and overseas.

During her executive career, Karen was a senior executive at Origin Energy including the roles of Executive Director, Finance and Strategy and Chief Operating Officer.

Karen holds a Bachelor of Economics and a Diploma of Education from the University of Sydney.

Recommendation

The Directors of CHL (other than Ms Moses in respect of her re-election as a Director of CHL) unanimously endorse the re-election of Ms Moses as a Director of CHL.

Mr Greg Paramor AO – Independent Non-Executive Director

Greg joined the Board on 30 November 2018 and is a currently a member of the Audit, Risk and Compliance Committee and the Investment Committee.

Greg has been involved in the real estate and funds management industry for more than 40 years, and was the co-founder of Equity Real Estate Partners, Growth Equities Mutual, Paladin Australia and the James Fielding Group.

Greg was the CEO of Mirvac Group between 2004 and 2008. He then became Managing Director of Folkestone Limited, before it was acquired by Charter Hall in 2018. Greg is a past president of the Property Council of Australia and past president of Investment Funds Association, a Fellow of the Australian Property Institute and The Royal Institute of Chartered Surveyors.

Greg is a board member of the Sydney Swans and the immediate past Chair of LJ Hooker.

Greg was awarded an Officer in the General Division (AO) of the Order of Australia in January 2015 for his distinguished service to the community through executive roles in a range of fields, including breast cancer research, the not-for-profit sector and real estate and property investment industries.

Recommendation

The Directors of CHL (other than Mr Paramor in respect of his election as a Director of CHL) unanimously endorse the election of Mr Paramor as a Director 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 Key Management Personnel and Directors.

A copy of the Remuneration Report, which is part of the 2019 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.

Greg is an Independent Non-Executive Director of Juwai Limited.

12 / Charter Hall Group

Item 4: Issue of service rights to Mr David Harrison - Performance Rights & Options Plan (PROP) (Deferred portion of Short Term Incentive (STI) awarded for FY19)

In accordance with Listing Rule 10.14, Charter Hall Group is seeking the approval of Securityholders for a proposed allocation of service rights to the Managing Director and Group CEO, at no cost to him, under the PROP. The allocation of service rights is the deferred portion of Mr Harrison’s STI (equivalent to one third of his awarded STI for FY19).

Details of proposed allocation of service rights under the PROP

Securityholder approval is sought for an allocation of 67,960 service rights to Mr David Harrison.

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

(a) Nature of the service rights

If the resolution in item 4 is approved, Mr Harrison will receive the service rights in lieu of receiving in cash, for one third of his awarded STI for FY19.

The only vesting condition is that Mr Harrison is employed by the Charter Hall Group on 31 August 2020 for 50% of the service rights to vest, and on 31 August 2021 for the remaining 50% of the service rights to vest, at which time each service right will convert into a Stapled Security.

(b) Date the service rights will be issued

If the resolution in Item 4 is approved by Securityholders, the service rights are proposed to be issued in two tranches to Mr Harrison as soon as practicable after the Meeting, but in any case, no later than 31 August 2020 for 50% of the service rights (the First Issue Date) , and no later than 31 August 2021 for the remaining 50% of the service rights (the Second Issue Date) .

Each service right will convert into a fully paid Stapled Security on 31 August 2020 and 31 August 2021 respectively, if the relevant vesting condition is met.

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.

Any additional persons who become entitled to participate in the employee incentive scheme after the resolution is approved and who are not named in this Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14.

If the resolution in Item 4 is not approved by Securityholders, 50% of the deferred STI entitlement will vest on 31 August 2020, with a gross cash remuneration entitlement of $357,500 to be paid no later than 31 August 2020. The remaining 50% of the deferred STI entitlement will vest on 31 August 2021, with a gross cash remuneration entitlement of $357,500 to be paid no later than 31 August 2021.

(c) Maximum number of service rights to be granted

The maximum number of service rights that may be awarded to Mr Harrison pursuant to the resolution proposed in Item 4 is 67,960 service rights.

(d) Vesting conditions of service rights

If Mr Harrison ceases to be employed (i.e. he resigns or is terminated for cause) by the Charter Hall Group:

On or before 31 August 2020, the service rights or cash payment rights (depending on whether the resolution in Item 4 was approved by Securityholders) would be forfeited; or
On or before 31 August 2021, the second tranche (being the remaining 50%) of the service rights or cash payment rights (depending on whether the resolution in Item 4 was approved by Securityholders) would be forfeited.

If Mr Harrison’s employment is terminated for any other reason:

on or before 31 August 2020, the service rights or cash payment rights (depending on whether the resolution in Item 4 was approved by Securityholders) will vest; or
after 31 August 2020 but on or before 31 August 2021, the second tranche (being the remaining 50%) of the service rights or cash payment rights (depending on whether the resolution in Item 4 was approved by Securityholders) will vest; or

13 / Charter Hall Group

after 31 August 2020 but on or before 31 August 2021, the second tranche (being the remaining 50%) of the service rights or cash payment rights (depending on whether the resolution in Item 4 was approved by Security holders) will vest,

unless the Board determines otherwise.

(e) Basis for the quantum of the proposed issue of service rights to Mr Harrison

STI Overview

In respect of FY19, any STI amount was subject to the Charter Hall Group achieving a threshold of 95% or more of the target annual OEPS, excluding any recognised performance fees relating to the Charter Hall Office Trust. STI payments for FY18 reflected the Charter Hall Group achieving an OEPS which exceeded the Group target in addition to achieving other financial targets.

Once the OEPS threshold was reached, individual performance against other objectives became the basis for determining what STI payments were to be made to individuals, if any. The Board, in consultation with the Remuneration and Human Resources Committee, assessed the performance of Mr Harrison against his individual performance measures established for FY19. The Board also retains the discretion to increase/ decrease the STI amount available based on its assessment of overall performance.

The Managing Director’s scorecard was divided into three performance measures, Financial, Customer and Leadership and Collaboration. Below is a summary of the Managing Director’s performance measures and KPIs for FY19 as assessed by the Board:

Financial Measures (weighted at 50%) including Charter Hall Group OEPS; annuity revenue growth, growth in funds under management; and maintaining Group investment capacity;
Customer (25%) including delivering exceptional customer experience with continuous improvement and innovation, and the integration of the Folkestone platform; and
Leadership & Collaboration (25%) including driving an engaged, inclusive, diverse culture with strengthening leadership and succession.

These performance measures were selected as they establish a clear link between Charter Hall Group performance and purpose, our core strategic objectives of growth and resilience and long-term interests of our customers and securityholders.

FY19 STI achievement

The number of service rights that Mr Harrison will be allocated has been determined by dividing the value of the deferred portion of his STI award for FY19 of $715,000 by the fair value of the service rights (i.e. $10.52) calculated as an average price for each tranche using the Black-Scholes-Merton model determined by the Board on 5 September 2019, equating to 67,960 service rights to Mr David Harrison.

(f) Other Matters

There are no loans to be granted by CHL or CHFML to Mr Harrison in relation to the acquisition of the service rights under the proposed grant in Item 4.

The PROP was first introduced in 2008.

ASX Listing Rule 10.14 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. CHC 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 2018. At the 2018 Annual General Meeting, Securityholders approved the issue of 98,241 service rights (which represents the FY18 deferred STI) and 304,238 performance rights (which represents the FY19 LTI) to Mr Harrison, with a nil exercise price.

No amount was paid or payable on the issue of service rights and performance rights to Mr Harrison which were approved at the 2018 Annual General Meeting. Apart from Mr Harrison, no Directors or associates of Directors are participants in the PROP or have been invited or are entitled to participate in the PROP.

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

14 / Charter Hall Group

Recommendation

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

Item 5 - Issue of performance rights to Mr David Harrison – Performance Rights and Options Plan (PROP) (Long Term Incentive (LTI))

ASX Listing Rule 10.14 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. Consequently, Charter Hall Group is seeking approval of Securityholders for the proposed allocation of performance rights in respect of the financial year ending 30 June 2020, to Mr Harrison under the PROP.

Details of the proposed allocation of performance rights under the PROP

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 resolution in Item 5 is approved by Securityholders, the performance rights are proposed to be issued to Mr Harrison as soon as practicable after the Meeting, but in any case, no later than twelve months after the date of the 2019 Annual General Meeting (the Issue Date).

(c) Maximum number of performance rights to be provided

Up until 1 July 2023, the maximum number of performance rights that may be acquired by Mr Harrison pursuant to the resolution proposed in Item 5, is 227,411 performance rights based upon a valuation of $9.89 per performance right.

(d) Vesting conditions of performance rights

In respect of the financial year ending on 30 June 2020, Securityholder approval is sought for an allocation of performance rights to Mr Harrison split into two equal tranches with the first tranche (50% of rights) vesting over a three-year performance period and the second tranche (50% of rights) vesting over a fouryear performance period. This split is a transitional arrangement ahead of the introduction of a fouryear performance period. The remuneration mix for Mr Harrison includes an amount for an LTI of 227,411 performance rights (equivalent to $2,250,000), calculated as an average price for each tranche using the BlackScholes-Merton model of $9.89 for each performance right, valued independently at 1 July 2019.

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

The FY20 grant performance rights are split into two tranches, with 50% of the performance rights which may vest on 31 August 2022 (Tranche 1) and the remaining 50% which may vest on 31 August 2023 (Tranche 2). These rights cannot be exercised until after the release of the full FY22 and FY23 results respectively.

The performance conditions for each tranche are based on operating earnings per security growth and relative ASX total shareholder return (TSR) hurdles in equal proportions as follows:

(a) Price of the performance rights

Operating Earnings Per Security measure

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 service and performance conditions of performance rights.

If the applicable vesting service and performance conditions are met, Mr Harrison 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 Board has set the commencement OEPS for the FY20 grant as the FY19 adjusted OEPS of 39.4 cps (after tax) which is the FY19 actual OEPS result of 47.4 cps (after tax) less the Charter Hall Office Trust (CHOT) performance fee of 8.0 cps (after tax) recognised during the period. The actual aggregate OEPS (after tax) achieved during the performance periods will also exclude any recognised CHOT performance fees (after tax) to assess performance against the hurdles.

15 / Charter Hall Group

CHOT performance fees recognised in FY19 and potentially to be recognised in FY20 are excluded from the OEPS because the Board has determined that the OEPS growth for FY20 to FY23 is best measured against FY19 operating earnings, excluding the CHOT performance fees generated due to the potential volatility and significance of the earnings contributed by these fees in these periods. As previously disclosed, CHOT has recognised a $118 million performance fee payable to the Charter Hall Group on 30 April 2020, due to significant outperformance of the 12% equity IRR performance fee hurdle. The Board recognises the value created by management for CHOT investors and Securityholders through the performance of CHOT, however, considers that comparing OEPS over the performance period excluding these significant revenue items, best measures the performance of management in driving long term OEPS growth for Securityholders. A 5-7% OEPS growth hurdle range has been set to apply to OEPS adjusted for the CHOT performance fees.

For Tranche 1 of the FY20 grant, 50% of performance rights will vest on 31 August 2022 if the aggregate OEPS excluding any CHOT performance fee (after tax) over the three-year performance period from 1 July 2019 to 30 June 2022 represents 5% per annum compound growth on the FY19 adjusted OEPS of 39.4 cps (after tax) (which equates to aggregate OEPS (after tax) of 130.4 cps over the three-year performance period) and 100% of performance rights will vest if the aggregate OEPS excluding any CHOT performance fee (after tax) over the three-year performance period represents 7% per annum compound growth (which equates to aggregate OEPS (after tax) of 135.5 cps over the three-year performance period), with progressive pro-rata vesting between 130.4 cps and 135.5 cps (i.e. on a straight line basis).

For Tranche 2 of the FY20 grant, 50% of performance rights will vest on 31 August 2023 if the aggregate OEPS excluding any CHOT performance fee (after tax) over the four-year performance period from 1 July 2019 to 30 June 2023 represents 5% per annum compound growth on the FY19 adjusted OEPS of 39.4 cps (after tax) (which equates to aggregate OEPS (after tax) of 178.3 cps over the four-year performance period) and 100% of performance rights will vest if the aggregate OEPS excluding any CHOT performance fee (after tax) over the four-year performance period represents 7% per annum compound growth (which equates to aggregate OEPS (after tax) of 187.2 cps over the four-year performance period), with progressive pro-rata vesting between 178.3 cps and 187.2 cps (i.e. on a straight line basis).

Relative TSR performance condition

Relative TSR performance is determined based on Charter Hall Group’s total ASX return (assuming distributions are reinvested) ranking against the constituents of the comparator group (see below) over the relevant performance measurement period. The performance measurement period for Tranche 1 is the three years from 1 July 2019 to 30 June 2022. The performance measurement period for Tranche 2 is the four years from 1 July 2019 to 30 June 2023. Performance rights vest on 31 August 2022 (Tranche 1) and 31 August 2023 (Tranche 2) if the ASX TSR of Charter Hall Group for the performance period ranks between the 50th to 75th percentile of the Comparator Group, with 50% of performance rights vesting at the 50th percentile and 100% vesting at the 75th percentile, with progressive pro-rata vesting between the 50th and 75th percentile (i.e. on a straight line basis).

The base price of Charter Hall Group’s Stapled Securities for calculation of the total return is the VWAP for the month of June 2019, which was $11.07, with the final price being the VWAP for the final month of each performance period, being June 2022 and June 2023 respectively.

The Board has determined the Comparator Group for the FY20 LTI to be:

Abacus Property Group (ABP)
BWP Trust (BWP)
Cromwell Property Group (CMW)
Charter Hall Retail REIT (CQR)
Charter Hall Long Wale REIT (CLW)
Dexus Property Group (DXS)
Goodman Group (GMG)
Growthpoint Properties Australia (GOZ)
GPT Group (GPT)
Mirvac Group (MGR)
National Storage REIT (NSR)
Scentre Group (SCG)
Shopping Centres Australasia Property Group (SCP)
Stockland (SGP)
Vicinity Centres (VCX)
Viva Energy REIT (VVR)

16 / Charter Hall Group

The Board is able to determine the treatment of the companies in the comparator group at the Board’s discretion.

General Conditions

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

Any performance rights that fail to vest on the vesting dates are forfeited.

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

The Board considered that the aggregate OEPS performance hurdle is appropriate because it is a key driver of security price performance.

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

(e) Vesting period

For this proposed LTI award the OEPS and relative ASX TSR performance measures will be assessed over the three-year period from 1 July 2019 to 30 June 2022 (Tranche 1) and over the four-year period from 1 July 2019 to 30 June 2023 (Tranche 2). The service vesting condition is that the relevant employee is employed by the Charter Hall Group on the respective vesting dates of 31 August 2022 (Tranche 1) and 31 August 2023 (Tranche 2). If the performance conditions are met, the rights will vest on the vesting dates.

(f) Basis for the quantum of the proposed issue of performance rights to Mr Harrison

The Remuneration Framework for Mr Harrison is described in the Remuneration Report section of the Annual Report. In summary, it comprises base pay and superannuation (fixed remuneration), an STI and an LTI. For FY20, the Board gave Mr Harrison an increase in fixed remuneration (increased from $1,430,000 to 1,500,000),

STI target (increased from $1,430,000 to $1,500,000) and LTI (increased from $1,687,000 to $2,250,000) to align with the long-term performance of Charter Hall.

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 will be utilised to calculate the accounting expense where required by accounting standards. These figures have been determined based on a valuation report prepared by Deloitte.

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

(g) Securities held

The number of Stapled Securities, options and performance rights currently held by Mr Harrison are set out on page 49 of the Annual Report.

(h) Other matters

There are no loans to be granted by CHL or CHFML to Mr Harrison in relation to the acquisition of the performance rights under the proposed grant in Item 5.

The PROP was first introduced in 2008.

At the 2018 Annual General Meeting, Securityholders approved the issue of 98,241 service rights (which represents the FY18 deferred STI) and 304,238 performance rights (which represents the FY19 LTI) to Mr Harrison, with a nil exercise price.

17 / Charter Hall Group

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

Recommendation

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

18 / 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 2019
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	Charter Hall Funds Management Limited (ACN 082 991 786; AFSL 262861) in its capacity as
Responsible Entity	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)
cps	Cents per security
Directors	the directors of CHL and/or CHFML, as appropriate
Explanatory	the explanatory memorandum that accompanies this Notice of Meeting
Memorandum
Key Management	has the meaning given in the Corporations Act
Personnel
Listing Rules	Listing Rules of ASX
LTI	long term incentive
Managing Director and	David Harrison
Group CEO
Meeting	the 2019 annual general meeting of CHL Shareholders and general meeting of CHPT Unitholders to
	be held together on 13 November 2019
Notice of Meeting	this notice of Meeting and any notice of any adjournment of the Meeting

19 / Charter Hall Group

OEPS	Operating Earnings per Security
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
VWAP	volume weighted average price

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.

20 / 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 20, No.1 Martin Place, Sydney NSW 2000

Telephone: +61 2 8651 9000 Facsimile: +61 2 9221 4655

Registry

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

21 / Charter Hall Group

24 / Charter Hall Group

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Charter Hall Limited ABN 57 113 531 150 Charter Hall Funds Management Limited ABN 31 082 991 786 AFSL No. 262861

As responsible entity for Charter Hall Property Trust ARSN 113 339 147

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

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

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO

Telephone: 1300 664 498 Overseas: +61 1300 664 498

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Charter Hall Group and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:30pm on Wednesday, 13 November 2019 at Charter Hall Group, Level 20, No. 1 Martin Place, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 3, 4 and 5: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 3, 4 and 5, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company 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 T Resolutions For Against Abstain * For Against Abstain * 2.1 Re-Election of Director – 4 Issue of service rights to Mr David Harrison (Performance Rights Mr David Clarke & Options Plan) (Deferred portion of Short Term Incentive (STI) for FY18) 2.2 Re-Election of Director – 5 Issue of performance rights to Mr David Ms Karen Moses Harrison - Performance Rights & Options

5 Issue of performance rights to Mr David Harrison - Performance Rights & Options Plan (Long Term Incentive (LTI))

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2.3 Election of Director – Mr Greg Paramor AO
3 Adoption of Remuneration Report
- 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.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Securityholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Securityholder 3 (Individual) Director

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 PRX1901C

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’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.

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, 11 November 2019, 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.

APPOINTMENT OF PROXY

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

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a securityholder of the Company.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ 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).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default Securityholder Reference Number (SRN) or Holder Identification to the Chairman of the Meeting, who is required to vote those proxies as Number (HIN). directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy BY MOBILE DEVICE QR Code Form, including where the Resolutions are connected directly or indirectly Our voting website is designed specifically with the remuneration of KMP. for voting online. You can now lodge VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT your proxy by scanning the QR code adjacent or enter the voting link You may direct your proxy how to vote by placing a mark in one of the www.linkmarketservices.com.au into boxes opposite each item of business. All your securities will be voted in your mobile device. Log in using the accordance with such a direction unless you indicate only a portion of Holder Identifier and postcode for your voting rights are to be voted on any item by inserting the percentage or securityholding. 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 To scan the code you will need a QR code reader application may vote as he or she chooses. If you mark more than one box on an item which can be downloaded for free on your mobile device. your vote on that item will be invalid. BY MAIL  APPOINTMENT OF A SECOND PROXY Charter Hall Group You are entitled to appoint up to two persons as proxies to attend the C/- Link Market Services Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 security registry or you may copy this form and return them both together. Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the  BY FAX percentage of your voting rights or number of securities applicable to +61 2 9287 0309 that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half  BY HAND delivering it to Link Market Services Limited your votes. Fractions of votes will be disregarded; and 1A Homebush Bay Drive (b) return both forms together. Rhodes NSW 2138 SIGNING INSTRUCTIONS or You must sign this form as follows in the spaces provided: Level 12 Individual: where the holding is in one name, the holder must sign. 680 George Street Joint Holding:* where the holding is in more than one name, either Sydney NSW 2000 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.

During business hours (Monday to Friday, 9:00am–5:00pm)

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” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s security registry or online at www.linkmarketservices.com.au.

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.

AI assistant

CHARTER HALL GROUP — AGM Information 2019

64645_rns_2019-10-08_c889b585-4df1-4701-b000-122043212fd9.pdf