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CHARTER HALL GROUP Annual Report 2021

Aug 22, 2021

64645_rns_2021-08-22_5b1d1ddd-7fcb-43fb-8586-456be46b5bcf.pdf

Annual Report

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Charter Hall Group

Financial Report For the year ended 30 June 2021

Comprising the stapling of ordinary shares in Charter Hall Limited (ACN 113 531 150) and units in the Charter Hall Property Trust (ARSN 113 339 147)

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Important notice

This financial report has been prepared and issued by Charter Hall Limited (ACN 113 531 150) and Charter Hall Funds Management Limited (ACN 082 991 786, AFSL 262861) (CHFML) as Responsible Entity of the Charter Hall Property Trust (ARSN 113 339 147) (together, the Charter Hall Group or Group). The Charter Hall Group is incorporated and domiciled in Australia. The registered office of the Charter Hall Group is Level 20, No. 1 Martin Place, Sydney NSW 2000. The information contained in this report has been compiled to comply with legal and regulatory requirements and to assist the recipient in assessing the performance of the Group independently and does not relate to, and is not relevant for, any other purpose.

This report is not intended to be and does not constitute an offer or a recommendation to acquire any securities in the Charter Hall Group. The receipt of this report by any person and any information contained herein or subsequently communicated to any person in connection with the Charter Hall Group is not to be taken as constituting the giving of investment, legal, or tax advice by the Charter Hall Group, its related bodies corporate, its Directors or employees to any such person. Each recipient should consult their own counsel, accountant, and other advisers, as to legal, tax, business, financial and other considerations in relation to the Charter Hall Group.

Neither the Charter Hall Group, their related bodies corporate, Directors, employees nor any other person who may be taken to have been involved in the preparation of this report represents or warrants that the information contained in this report, provided either orally or in writing to a recipient in the course of its evaluation of the Charter Hall Group or the matters contained in this report, is accurate or complete.

Historical performance is not a reliable indicator of future performance. Due care and attention has been exercised in the preparation of forecast information; however, forecasts, by their very nature, are subject to uncertainty and contingencies, many of which are outside the control of the Group. Actual results may vary from any forecasts, and any variation may be materially positive or negative.

CHFML does not receive fees in respect of the general financial product advice it may provide; however, entities within the Charter Hall Group receive fees for operating the Charter Hall Property Trust in accordance with its constitution. Entities within the Group may also receive fees for managing the assets of, and providing resources to, the Charter Hall Property Trust. All information herein is current as at 30 June 2021 unless otherwise stated. All references to dollars ($) or A$ are Australian dollars unless otherwise stated.

© Charter Hall

Cover photo: Midwest Logistics Hub, Truganina Vic.

Contents

Directors’ report Directors’ report 3
Auditor’s independence declaration 40
Consolidated statements of comprehensive income 41
Consolidated balance sheets 43
Consolidated statement of changes in equity – Charter Hall Group 44
Consolidated statement of changes in equity – Charter Hall Property Trust Group 45
Consolidated cash flow statements 46
Notes to the consolidated financial statements 47
1 Segment information 47
2 Investment in associates 50
3 Investments in joint ventures 55
4 Revenue 57
5 Expenses 57
6 Income tax expense 58
7 Distributions/Dividends paid and payable 59
8 Earnings per stapled security 60
9
10
Receivables and other assets
Assets classified as held for sale
61
62
11 Investment properties 62
12 Intangible assets 63
13 Deferred tax assets and liabilities 64
14 Trade and other liabilities 65
15 Borrowings 65
16 Derivative financial instruments 68
17 Contributed equity 68
18 Reserves 69
19 Non-controlling interests 69
20 Remuneration of auditors 70
21 Reconciliation of profit after tax to net cash inflow from operating activities 70
22 Capital and financial risk management 71
23 Fair value measurement 77
24 Related parties 80
25 Controlled entities 82
26 Interests in unconsolidated structured entities 83
27 Commitments 83
28 Contingent liabilities 83
29 Security-based benefits expense 84
30 Parent entity financial information 86
31 Deed of cross guarantee 87
32 Events occurring after the reporting date 88
33 Summary of significant accounting policies 89
Directors’ declaration to securityholders 96
Independent auditor’s report 97
Contact details
105
Corporate directory 105

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

The Directors of Charter Hall Limited and the Directors of Charter Hall Funds Management Limited, the Responsible Entity (RE) of Charter Hall Property Trust, present their report together with the consolidated financial report of the Charter Hall Group (Group or CHC) and the consolidated financial report of the Charter Hall Property Trust Group (CHPT) for the year ended 30 June 2021, and the independent auditor’s report thereon. The financial report of the Group comprises Charter Hall Limited (Company or CHL) and its controlled entities, which include Charter Hall Funds Management Limited as the RE of Charter Hall Property Trust (Trust) and CHPT and its controlled entities. The financial report of the Charter Hall Property Trust Group comprises the Trust and its controlled entities.

Charter Hall Limited and Charter Hall Funds Management Limited have identical Boards of Directors. The term Board hereafter should be read as a reference to both these Boards.

The units in the Trust are ‘stapled’ to the shares in the Company. A stapled security comprises one Company share and one Trust unit. The stapled securities cannot be traded or dealt with separately.

Directors

The following persons were Directors of the Group during the year and up to the date of this report.

David Clarke ‒ Chair and Independent Non-Executive Director
Anne Brennan ‒ Independent Non-Executive Director (resigned 31 May 2021)
Jacqueline Chow ‒ Independent Non-Executive Director (appointed 17 February 2021)
Philip Garling ‒ Independent Non-Executive Director
David Harrison ‒ Managing Director and Group CEO
Karen Moses ‒ Independent Non-Executive Director
Greg Paramor AO ‒ Independent Non-Executive Director
David Ross ‒ Independent Non-Executive Director

Distributions/Dividends – Charter Hall Group

Distributions/dividends paid/payable to stapled securityholders during the year were as follows:

Distributions/Dividends – Charter Hall Group
Distributions/dividends paid/payable to stapled securityholders during the year were as follows:
2021
$'m
Final ordinary distribution of 11.61 cents and ordinary dividend of 7.7 cents per stapled security for the
six months ended 30 June 2021 payable on 31 August 2021 90.0
Interim ordinary distribution of 11.10 cents and interim ordinary dividend of 7.45 cents per stapled
securityfor the six months ended 31 December 2020paid on 26 February2021 86.4
Total Distributions/Dividends paid and payable to stapled securityholders 176.4

Operating and financial review

The Group recorded a statutory profit after tax attributable to stapled securityholders for the year to 30 June 2021 of $476.8 million compared to a profit of $345.9 million for the year ended 30 June 2020.

Operating earnings amounted to $284.3 million for the year to 30 June 2021, compared to $322.8 million for the year ended 30 June 2020, a decrease of 11.9%. Operating earnings is a financial measure which represents statutory profit after tax adjusted for the items in the table below. Operating earnings is used by the Board to make strategic decisions and as a guide to assessing an appropriate distribution to declare.

distribution to declare.
2021 2020
$'m $'m
Operating earnings attributable to stapled securityholders 284.3 322.8
Add: Net fair value movements on equity accounted investments1 228.0 67.8
Add: Net gain on disposal of property investments1 0.5 6.9
Less: Non-operating income tax benefit/(expense) (1.5) 2.2
Less: Realised and unrealised net gains/(losses) on derivatives1 7.2 (14.9)
Less: Impairment of equity accounted investments (6.9) (13.6)
Less: Performance fees expense1 (15.9) (6.0)
Less: Non-operating pursuit costs (4.6) (4.4)
Less: Amortisation of intangibles (1.5) (6.9)
Less: Other1 (12.8) (8.0)
Statutory profit after tax attributable to stapled securityholders 476.8 345.9

1 Includes the Group's proportionate share of non-operating items of equity accounted investments on a look through basis.

3

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Operating and financial review continued

The 30 June 2021 financial results with comparatives are summarised as follows:

Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
Revenue ($ million)1
668.0
553.8
26.7
31.1
Statutory profit after tax for stapled securityholders ($ million)
476.8
345.9
310.5
144.5
Statutory earnings per stapled security (EPS) (cents)
102.4
74.3
66.7
31.0
Operating earnings for stapled securityholders ($ million)
284.3
322.8
n/a
n/a
Operating earnings per stapled security (cents)
61.0
69.3
n/a
n/a
Distribution/dividend per stapled security (cents)
37.9
35.7
22.7
18.2
Property investment segment earnings ($ million)2
123.0
120.0
n/a
n/a
Development investment segment earnings ($ million)2
34.2
17.1
n/a
n/a
Propertyfunds management segment revenue($million)2
319.5
412.3
n/a
n/a
Total assets ($ million)
3,284.7
2,759.7
2,658.5
2,217.3
Total liabilities ($ million)
775.9
614.0
615.2
435.6
Total net assets ($ million)
2,508.8
2,145.7
2,043.3
1,781.7
Net assets attributable to non-controlling interest ($ million)3
137.5
65.5
137.5
65.5
Net assets attributable to stapled securityholders ($ million)
2,371.3
2,080.2
1,905.8
1,716.2
Stapled securities on issue (million)
465.8
465.8
465.8
465.8
Net assets per stapled security ($)
5.09
4.47
4.09
3.68
Net tangible assets (NTA) attributable to stapled securityholders
($ million)4
2,286.5
1,992.4
1,905.8
1,716.2
NTA per stapled security ($)4
4.91
4.28
4.09
3.68
Balance sheet gearing5
5.0%
0.0%
n/a
n/a
Funds under management (FUM) ($million)
52,288.9
40,549.3
n/a
n/a
Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
Revenue ($ million)1
668.0
553.8
26.7
31.1
Statutory profit after tax for stapled securityholders ($ million)
476.8
345.9
310.5
144.5
Statutory earnings per stapled security (EPS) (cents)
102.4
74.3
66.7
31.0
Operating earnings for stapled securityholders ($ million)
284.3
322.8
n/a
n/a
Operating earnings per stapled security (cents)
61.0
69.3
n/a
n/a
Distribution/dividend per stapled security (cents)
37.9
35.7
22.7
18.2
Property investment segment earnings ($ million)2
123.0
120.0
n/a
n/a
Development investment segment earnings ($ million)2
34.2
17.1
n/a
n/a
Propertyfunds management segment revenue($million)2
319.5
412.3
n/a
n/a
Total assets ($ million)
3,284.7
2,759.7
2,658.5
2,217.3
Total liabilities ($ million)
775.9
614.0
615.2
435.6
Total net assets ($ million)
2,508.8
2,145.7
2,043.3
1,781.7
Net assets attributable to non-controlling interest ($ million)3
137.5
65.5
137.5
65.5
Net assets attributable to stapled securityholders ($ million)
2,371.3
2,080.2
1,905.8
1,716.2
Stapled securities on issue (million)
465.8
465.8
465.8
465.8
Net assets per stapled security ($)
5.09
4.47
4.09
3.68
Net tangible assets (NTA) attributable to stapled securityholders
($ million)4
2,286.5
1,992.4
1,905.8
1,716.2
NTA per stapled security ($)4
4.91
4.28
4.09
3.68
Balance sheet gearing5
5.0%
0.0%
n/a
n/a
Funds under management (FUM) ($million)
52,288.9
40,549.3
n/a
n/a
Revenue ($ million)1
668.0
553.8
Statutory profit after tax for stapled securityholders ($ million)
476.8
345.9
Statutory earnings per stapled security (EPS) (cents)
102.4
74.3
Operating earnings for stapled securityholders ($ million)
284.3
322.8
Operating earnings per stapled security (cents)
61.0
69.3
Distribution/dividend per stapled security (cents)
37.9
35.7
26.7
31.1
310.5
144.5
66.7
31.0
n/a
n/a
n/a
n/a
22.7
18.2
Property investment segment earnings ($ million)2
123.0
120.0
Development investment segment earnings ($ million)2
34.2
17.1
Propertyfunds management segment revenue($million)2
319.5
412.3
n/a
n/a
n/a
n/a
n/a
n/a
Total assets ($ million)
3,284.7
2,759.7
Total liabilities ($ million)
775.9
614.0
Total net assets ($ million)
2,508.8
2,145.7
Net assets attributable to non-controlling interest ($ million)3
137.5
65.5
Net assets attributable to stapled securityholders ($ million)
2,371.3
2,080.2
Stapled securities on issue (million)
465.8
465.8
Net assets per stapled security ($)
5.09
4.47
Net tangible assets (NTA) attributable to stapled securityholders
($ million)4
2,286.5
1,992.4
NTA per stapled security ($)4
4.91
4.28
Balance sheet gearing5
5.0%
0.0%
Funds under management (FUM) ($million)
52,288.9
40,549.3
2,658.5
2,217.3
615.2
435.6
2,043.3
1,781.7
137.5
65.5
1,905.8
1,716.2
465.8
465.8
4.09
3.68
1,905.8
1,716.2
4.09
3.68
n/a
n/a
n/a
n/a
  • 1 Gross revenue does not include the Group’s share of net profits of associates and joint ventures of $314.0 million (2020: $162.3 million).

  • 2 Segment earnings and revenue is used by the Board in assessing the performance and allocating of resources to its operating segments.

  • 3 Represents the 67.7% (2020: 60.4%) non-controlling interest share of the Charter Hall Direct Long WALE Fund (DLWF) formerly Charter Hall Direct Diversified Consumer Staples Fund (DCSF).

  • 4 NTA attributable to stapled securityholders and NTA per stapled security ($) are calculated using assets less liabilities, net of intangible assets and related deferred tax and non-controlling interests in DLWF. NTA includes right of use assets.

  • 5 Gearing is calculated as interest-bearing debt drawn (excluding hedged foreign exchange movements subsequent to the related debt drawing date and DLWF net of cash, divided by total assets net of cash, derivative assets and DLWF).

Property investment

Property investment provides the Group with yields from its co-investments in Group funds. During the year property investment contributed $123.0 million (2020: $120.0 million) in segment earnings to the Group.

The Group’s property investments are classified into the following real estate sectors:

  • Industrial & Logistics;

  • Long WALE Retail;

  • Office;

  • Social Infrastructure;

  • Shopping Centre Retail; and

  • Diversified.

4

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Operating and financial review continued

The following table summarises the key metrics for the property investments of the Group:

FY2021 Weighted Weighted Weighted Weighted FY2021
Charter Hall average average average average Charter Hall
Ownership Charter Hall investment lease market cap discount rental investment
stake investment income1 expiry rate rate reviews yield2
(%) ($m) ($m) (years) (%) (%) (%) (%)
Industrial & Logistics
Charter Hall Prime Industrial Fund (CPIF) 1.8 118.8 6.0 10.8 4.3 5.7 2.9 4.8
Core Logistics Partnership Trust (CLP) 4.8 76.2 4.2 9.1 4.2 5.9 3.0 6.0
Charter Hall PGGM Industrial Partnership (CHPIP) 12.0 25.7 0.9 10.6 4.5 5.7 2.5 5.5
Long WALE Retail
Long WALE Hardware Partnership (LWHP) 14.1 167.4 7.2 8.0 4.5 5.9 2.7 5.3
CH DJ Trust (CHDJT) 50.0 73.6 1.4 19.7 5.0 6.8 2.5 6.0
Charter Hall AP Fund (CHAPF) 5.0 39.7 1.1 18.6 4.7 5.2 1.0 4.8
Other Long WALE Retail investments 29.3 1.6 n/a n/a n/a n/a n/a
Office
Charter Hall Office Trust (CHOT) 15.7 270.8 17.4 6.6 4.6 6.0 3.6 6.3
Charter Hall Prime Office Fund (CPOF) 5.1 270.6 14.4 6.8 4.7 6.0 3.7 4.8
Charter Hall Direct Office Fund (DOF) 7.7 141.1 0.6 8.2 4.9 6.0 3.5 4.7
Charter Hall Direct PFA Fund (PFA) 7.9 104.0 1.1 7.3 5.2 6.3 3.3 7.9
Brisbane Square Wholesale Fund (BSWF) 16.8 102.4 9.0 7.4 5.4 6.5 3.5 8.6
Other Office investments 61.4 4.6 n/a n/a n/a n/a n/a
Social infrastructure
Charter Hall Social Infrastructure REIT (ASX: CQE)
8.8
98.9 5.1 15.2 5.5 n/a 2.9 5.6
Charter Hall Exchange Wholesale Trust (CHEWT) 13.9 59.4 3.3 19.1 3.8 5.6 3.1 6.6
Shopping Centre Retail
Charter Hall Retail REIT (ASX: CQR) 10.6 238.5 15.6 7.5 5.8 6.5 4.1 7.4
Other Shopping Centre Retail investments 0.3 4.3 n/a n/a n/a n/a n/a
Diversified
Charter Hall Long WALE REIT (ASX: CLW) 11.3 369.7 18.5 13.2 4.8 5.7 3.0 6.4
Charter Hall Direct Long WALE Fund (DLWF)3 32.3 51.3 3.4 6.8 5.4 6.2 2.6 6.1
Charter Hall DVP Fund (DVP) 11.5 49.0 1.5 6.6 4.9 5.9 3.4 4.0
Other investments 60.6 1.8 n/a n/a n/a n/a n/a
Property Investment Total 2,408.7 123.0 9.1 4.9 6.0 3.1 6.1

1 Charter Hall Group property investment segment earnings per segment information in Note 1(b) of the financial report.

2 Yield = Operating earnings divided by investment value at start of the year adjusted for investments/divestments during the year. Excludes MTM movements in NTA during the year.

3 DLWF adjusted for non-controlling interest share of 67.7%.

Development investment

Development investment provides the Group with development profits and interest income from its development assets held directly on balance sheet and through co-investments in development ventures. During the year development investment contributed $34.2 million (2020: $17.1 million) in segment earnings to the Group.

Property funds management

The property funds management business provides investment management, asset management, property management, development management and leasing and transaction services to the Group’s $52.3 billion funds management portfolio. The use of an integrated property services model, which earns fees from providing these services to the managed portfolio, enhances the Group’s returns from capital invested. The Group also provides services to segregated mandates looking to capitalise on its property and funds management expertise. During the year the property funds management business contributed $319.5 million (2020: $412.3 million) in segment revenue to the Group.

5

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Operating and financial review continued

Significant changes in the state of affairs

In preparing its financial statements the Group has considered the current and ongoing impact that the COVID-19 pandemic has had on its business operations.

A $6.9m impairment was recorded for the Group’s investment in Charter Hall Long WALE REIT in the first half of FY21. Other than this impairment, the Group’s strategic focus on resilient property investments and funds management revenue streams has contributed to the COVID-19 pandemic having no identifiable material adverse impact on the Group’s financial result.

With the potential and uncertain economic impacts of COVID-19, future property valuations, investment and development activity and property funds management revenue could be adversely impacted.

Further disclosure is included in the following notes:

  • Investment in associates Note 2(b);

  • Revenue Note 4(a);

  • Intangibles Note 12(b);

  • Fair value measurement Note 23(d).

6

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Principal activities

During the year, the principal activities of the Group consisted of:

(a) Investment in property funds;

(b) Development investment; and

(c) Property funds management.

No significant changes in the nature of the activities of the Group occurred during the year.

Matters subsequent to the end of the period

No matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect:

(a) The Group’s operations in future financial years; or

(b) The results of those operations in future financial years; or

(c) The Group’s state of affairs in future financial years.

Likely developments and expected results of operations

Business strategy and prospects

The Group’s strategy is to use its specialist property expertise to access, deploy and manage equity invested in office, industrial, retail, diversified and social infrastructure property portfolios. Charter Hall Group invests alongside equity partners to create value and provide superior returns for clients and the Group’s securityholders. Growth is driven by a strong development capability that adds value for fund/partnership investors, whilst deployment through acquisitions complements the development capability to deploy the equity raised from investors in line with each property strategy.

Charter Hall is well positioned to benefit from projected growth of capital inflows from investors seeking property investments driven by the attractive spreads between property yields and long-term interest rates. During the last 12 months, the Group has seen positive equity flows across all sectors from listed, wholesale and retail investors.

Various risks could impact the Group’s financial performance, and the potential nature and impact of these risks can change over time. The Group actively manages risks in line with the Group’s Corporate Governance Framework and the Risk Management Policy. In addition to the business risks referenced below, key strategic and operational risks include breaches of cyber security and privacy, work, health and safety, as well as environmental (including climate change), social, governance and regulatory risks. The Group continues to progress its alignment with the Taskforce for Climate-related Financial Disclosures (TCFD) recommendations and in the reporting period management has created a dedicated ESG Committee to drive platform wide alignment and implementation against the TCFD. These frameworks and policies can be found at www.charterhall.com.au

Property investment portfolio

The property investment portfolio of the Group is primarily composed of co-investments in funds and partnerships where, typically, between 5-20% of the equity in a fund is contributed by

Charter Hall. The percentage stake may be higher than the longterm target at origination of the fund or partnership but will fall toward the long-term target over time with external equity flows.

The Group regularly reviews the performance of its property investment portfolio and may reduce its investment in funds to reinvest into new partnerships or funds to align with new partners. Sector diversification, industry diversification and earnings growth of each fund/partnership co-investment together with associated funds management earnings derived from each fund/partnership combine to provide a matrix from which the balance sheet capital is allocated. The material business risks faced by the property investment portfolio that may have an effect on financial performance of the Group include interest rate risk, refinancing risk, lease defaults or extended vacancies, portfolio concentration risks, development risk, joint venture risk and changes in economic or industry factors impacting tenants, property values or the ability to source suitable investment opportunities.

Development investment portfolio

The development investment portfolio comprises development assets held directly on balance sheet and co-investments in development associates and joint ventures. Primarily, development investments will drive stabilised investment opportunities made available to our funds.

The Group regularly reviews the performance of its development investments and relevant economic drivers to actively manage performance of each development.

The business risks faced by the development investment portfolio that may have an effect on financial performance of the Group include interest rate risk, refinancing risk, development risk, construction risk, joint venture risk and changes in economic or industry factors impacting customers, property values or the ability to source suitable investment opportunities.

Property funds management platform

The Group manages property investments on behalf of listed, wholesale and direct investors and has strict policies in place to ensure appropriate governance procedures are in place to meet fiduciary responsibilities and manage any conflicts of interest. Charter Hall provides a suite of services including investment management, asset management, property management, transaction services, development services, treasury, finance, legal and custodian services based on each fund’s individual requirements.

The Group regularly reviews investor requirements and preferences for an investment partner in the Australian core real estate sectors and transaction structures that would meet their requirements.

The material business risks faced by the property funds management platform that may have an effect on the financial performance of the Group include not delivering on investor expectations or organisational conduct leading to loss of FUM or management rights, loss of key personnel impacting service delivery, economic factors impacting fee streams or property valuations, development risk and access to capital.

7

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Information on Directors

David Clarke

Chair/Independent Non-Executive Director

Experience and expertise

David joined the Board of Charter Hall Group on 10 April 2014 and was appointed Chair of the Board on 12 November 2014.

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 Lendlease 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.

Other current listed company directorships AUB Group Limited

Former listed company directorships in last three years Nil

Special responsibilities as at 30 June 2021 Chair of the Nominations Committee Member of the Audit, Risk and Compliance Committee Member of the Investment Committee

Interests in securities

45,875 stapled securities in Charter Hall Group via an indirect interest

Anne Brennan

Independent Non-Executive Director

Experience and expertise

Anne joined the Board of Charter Hall Group on 6 October 2010 and is on the board of a number of other companies. Anne is an experienced executive and has held senior management roles in both large corporates and professional services firms.

Other current listed company directorships Argo Investments Limited Nufarm Limited Tabcorp Holdings Limited Spark Infrastructure RE Limited

Former listed company directorships in last three years Metcash Limited

Special responsibilities as at 31 May 2021 N/A

Interests in securities N/A

Jacqueline Chow

Independent Non-Executive Director

Experience and expertise

An experienced Non-Executive Director, Jacqueline is currently a Non-Executive Director of Coles Group and nib Holdings Limited and also consults to McKinsey as a Senior Advisor in their Transformation Group. Prior to commencing her Non-Executive career, Ms Chow held senior positions at Accenture, the Kellogg Company, Campbell’s and most recently, as the Chief Operating Officer, Global Consumer and Food Service for Fonterra.

Jacqueline holds a Bachelor of Science (Hons) from the University of NSW and holds a Master of Business Administration (Dean’s Distinguished Service Award) from the Kellogg School of Management at Northwestern University.

Jacqueline joined the Board 17 February 2021.

Other current listed company directorships Coles Group Limited nib Holdings Limited

Special responsibilities as at 30 June 2021 Member of the Audit, Risk and Compliance Committee

Interests in securities 500 stapled securities in Charter Hall Group

During her executive career, Anne 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. Anne has more than 35 years’ experience in audit, corporate finance and transaction services. 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 New Zealand and a Fellow of the Australian Institute of Company Directors.

Anne retired from the Board on 31 May 2021.

8

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Information on Directors continued

Philip Garling

Independent Non-Executive Director

Experience and expertise

Philip joined the Board of the Charter Hall Group on 25 February 2013.

Philip has over 35 years' experience in property and infrastructure, development, operations and asset and investment management. His executive career included nine years as Global Head of Infrastructure at AMP Capital Investors and 22 years at Lendlease Corporation, including five years as CEO of Lendlease 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 Downer EDI Limited

Former listed company directorships in last three years Nil

Special responsibilities as at 30 June 2021 Member of the Nominations Committee

Member of the Remuneration and Human Resources Committee Chair of the Investment Committee

Interests in securities

18,351 stapled securities in Charter Hall Group via a direct interest

David Harrison

Managing Director and Group CEO

Experience and expertise

David has over 30 years’ property market experience across office, retail and industrial sectors in multiple geographies globally. As Charter Hall’s Managing Director and Group CEO, David is responsible for all aspects of the Charter Hall business, with specific focus on strategy and continuing the momentum of building an Investment Manager recognised as a multi-core sector market leader. David is an executive member of various Fund Boards and Partnership Investment Committees, and Chair of the Executive Property Valuation Committee and Executive Leadership Committee.

David has overseen the growth of the Charter Hall Group from $500 million to $52.3 billion of assets under management in 15 years.

David holds a Bachelor of Business Degree (Land Economy) from the University of Western Sydney, is a Fellow of the Australian Property Institute (FAPI) and holds a Graduate Diploma in Applied Finance from the Securities Institute of Australia.

David is the National President of the Property Council of Australia and chair of the Nominations and Financial Management Committees.

David is also a member of the Property Male Champions of Change.

Other current listed company directorships Charter Hall Retail REIT Charter Hall Long WALE REIT

Charter Hall Social Infrastructure REIT (Alternative Director)

Former listed company directorships in last three years Nil

Special responsibilities as at 30 June 2021 Member of the Investment Committee

Interests in securities

571,690 stapled securities in Charter Hall Group via direct interests and 841,773 stapled securities in Charter Hall Group via indirect interests.

David also holds 797,386 performance rights,114,902 service rights in the Charter Hall Performance Rights and Options Plan as well as 176,181 STI Service Rights.

Karen Moses

Independent Non-Executive Director

Experience and expertise

Karen joined the Board of Charter Hall Group 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.

Other current listed company directorships Orica Ltd Boral Limited

Former listed company directorships in last three years Nil

Special responsibilities as at 30 June 2021 Chair of the Audit, Risk and Compliance Committee Member of the Remuneration and Human Resources Committee

Interests in securities

23,137 stapled securities in Charter Hall Group via indirect interests

9

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Information on Directors continued

Greg Paramor AO

Independent Non-Executive Director

Experience and expertise

Greg joined the Board of the Charter Hall Group on 30 November 2018.

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. 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, the Sydney Swans Foundation and Eureka Group Holdings Limited. 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-forprofit sector and real estate and property investment industries.

Other current listed company directorships Eureka Group Holdings Limited

Former listed company directorships in last three years Folkestone Limited

Special responsibilities as at 30 June 2021 Member of the Remuneration and Human Resources Committee Member of the Investment Committee

Interests in securities

14,300 stapled securities in Charter Hall Group via indirect interests

David Ross

Independent Non-Executive Director

Experience and expertise

David joined the Board of the Charter Hall Group on 20 December 2016.

David has over 30 years’ corporate experience in the property industry and has gained his experience both within Australia and overseas, including a total of eight years as Chief Executive Officer of GPT and Global Chief Executive Officer, Real Estate Investments for Lendlease.

David is the Chair of Arena REIT, which owns, manages and develops property in the childcare and healthcare sectors. Previously, David held executive positions at GPT, Lendlease and Babcock & Brown. Prior board appointments include a nonexecutive directorship with Sydney Swans Foundation Limited.

David holds a Bachelor of Commerce from the University of Western Australia and an Associate Diploma in Valuation from Curtin University in Western Australia.

Other current listed company directorships Arena REIT

Former listed company directorships in last three years Nil

Special responsibilities as at 30 June 2021 Chair of the Remuneration and Human Resources Committee Member of the Nominations Committee Member of the Investment Committee Member of the Audit, Risk and Compliance Committee

Interests in securities

10,000 stapled securities in Charter Hall Group via indirect interests

Company Secretary

Mark Bryant was appointed as Company Secretary on 24 August 2015.

Mark holds a Bachelor of Business (Accounting), a Bachelor of Laws (Hons), a Graduate Certificate in Legal Practice, and is admitted as a lawyer of the Supreme Court of NSW. Mark has over 15 years’ experience as a lawyer, including advising on listed company governance, securities law, funds management, real estate and general corporate law.

Mark is the General Counsel and Company Secretary for the Charter Hall Group.

10

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Meetings of Directors

The number of meetings of the Group’s Board of Directors and of each Committee of the Board held during the year ended 30 June 2021, and the number of meetings attended by each Director were:

Audit, Risk and
Full meetings of the Compliance Investment Nomination Remuneration and
Board of Directors Committee Committee Committee HR Committee
A B A B A B A B A
B
D Clarke 10 10 5 5 4 4 2 2 * *
A Brennan1 9 9 4 4 * * * * 5 5
J Chow2 2 2 1 1 * * * * * *
P Garling 10 10 * * 4 4 2 2 6 6
D Harrison 10 10 * * 4 4 * * * *
K Moses 10 10 5 5 * * * *⁷ 2 2⁵
G Paramor 10 10 4 4 4 4 * * 2
D Ross 10 10 1 1⁴ 4 4 2 2⁸ 6 6⁶
  • Not a member of the stated Committee.

A = Number of meetings attended.

B = Number of meetings held during the time the Director held office or was a member of the stated Committee during the year.

1 Anne Brennan resigned 31 May 2021.

2 Jacqueline Chow appointed 17 February 2021.

3 Greg Paramor appointed to the committee 1 April 2021.

4 David Ross appointed to the committee 1 April 2021.

5 Karen Moses appointed to the committee 1 April 2021.

6 David Ross appointed as Chair to the committee 26 March 2021.

7 Karen Moses appointed to the committee 1 July 2021.

8 David Ross retired from the committee 1 July 2021.

11

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Remuneration Report

Dear Securityholders,

On behalf of the Board, we are pleased to present this Remuneration Report for Charter Hall which focuses on our executive remuneration strategy and outcomes, in addition to Charter Hall’s people and culture highlights for the financial year ended 30 June 2021 (FY2021).

From early in calendar year 2020 the Covid-19 pandemic has impacted communities, the economy and businesses. While the Charter Hall business finished FY2020 in good shape, in light of this external environment, the Board determined there would be no changes to the structure or increases to remuneration for the Group’s Executives in FY2021.

Despite the backdrop of challenging operating conditions and uncertainty, the Board is proud of the way management has continued to focus on creating an inclusive culture where people are able to perform at their best, delivering strong returns for investors and working in partnership with tenant customers to navigate through this period of uncertainty.

In FY2021 the Group achieved outperformance of the target Group Operating Earnings Per Security (OEPS) and shared this success with all employees through full payout of the Short Term Incentive (STI). Assessment of individual performance scorecards has resulted in 138.5% of the total target STI amount being awarded to eligible employees across the Group, including the three Reported Executives who were awarded the maximum STI payout at 150% of the target.

In addition, the FY2019 Long Term Incentive (LTI) reached the end of its three-year performance period on 30 June 2021 and will fully vest on 31 August 2021 (subject to a further one-year holding lock) due to:

  • the aggregate OEPS over the performance period equivalent to a 22.5% compound average growth rate (CAGR) exceeding the upper end of the required aggregate OEPS performance measure; and

  • the Relative Total Shareholder Return (TSR) measure achieving the top rank against the 16 REITs in the comparator group from the S&P/ASX200 A-REIT Accumulation Index with a TSR of 155.9% (an equivalent CAGR of 36.8%) over the three year performance period.

Our people have shown extraordinary resilience through this challenging year, and we have continued to look for ways to improve wellbeing and build a culture that our people are proud of. This is reflected in our people and culture highlights for the year:

  • 90% Engagement result with a 95% participation rate

  • 97% of our people say ‘they would recommend Charter Hall as a good place to work”

  • Recognised as a finalist in the 2021 AFR Boss Best Place to Work List

  • Awarded an Employer of Choice for Gender Equality by the Workplace Gender Equality Agency (WGEA)

  • One of the first organisations globally to achieve a WELL Portfolio Score from the International WELL Building Institute (IWBI) for the work on enhancing wellness in buildings for Charter Hall’s employees and tenants

  • Recognised as a finalist in the Australian HR Awards for the 2021 Best Health and Wellbeing Program

Changes to FY2022 Remuneration

Due to the significant growth in the Charter Hall business over the last two years and with no increase to remuneration in FY2021, Ferguson Partners were engaged to conduct a targeted peer group remuneration benchmarking analysis for key senior roles to ensure that their remuneration is at market. Over this period, Charter Hall’s market capitalisation has increased by 43% from $5.04 billion (as at 30 June 2019) to $7.23 billion (as at 30 June 2021) and the Group’s Funds Under Management (FUM) has increased by 72% from $30.4 billion (as at 30 June 2019) to $52.3 billion (as at 30 June 2021).

As a result of the benchmarking data provided in the Ferguson Partners report, changes are being introduced in FY2022 both in terms of quantum and mix of the fixed and variable remuneration components for the Managing Director and CEO (Managing Director) and Other Reported Executives. While the increases are material they reflect the growth and current position of the Group and are necessary to bring remuneration into line with market. The increase for the Managing Director is all in ‘at risk’ components and for the Other Reported Executives on average 88% is in ‘at risk’ components. The overall increase in ‘on target’ Total Remuneration for all employees in the Group as at 1 July 2021 for FY2022 is approximately 10%, including all three Reported Executives. The details of the changes to take effect in FY2022 for the Managing Director and Other Reported Executives are included in this Remuneration Report.

As the Group embarks on the next period of growth, the Board has also considered the leadership, expertise and experience critical to the ongoing outperformance of Charter Hall. While the Board and the Committee believe that the current executive remuneration framework is sound based upon market comparators, continuity of leadership and a high performing team as well as succession planning are critical in what is currently a highly competitive landscape for executive leadership and talent.

12

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

As a result, a Retention and Outperformance Plan is being introduced in FY2022, designed to enable meaningful participation in outperformance of returns to security holders, through Performance Rights earned over a 5 year period. Rewards will only be earned if Group TSR over the next five years strongly outperforms on a Relative TSR basis and achieves a minimum Absolute TSR and then vests for each participant only if they meet individual non-financial performance expectations and behaviour consistent with the Group’s purpose and values, to the satisfaction of the Board. The FY2022 Retention and Outperformance Plan is a one-off award in addition to the regular annual total target remuneration for FY2022 only.

In designing this Plan the Board considered its desire for the Managing Director to continue his successful long-term leadership of Charter Hall and to retain and incentivise the high performing team of other key senior management roles critical to continuing to:

  • partner with our tenant customers and communities to achieve their business objectives;

  • provide investment opportunities and competitive investment returns to our investors; and

  • deliver strong and competitive TSR outperformance for our Charter Hall securityholders.

Further details on the Retention and Outperformance Plan are included in this Remuneration Report and awards under this Plan proposed to be made to the Managing Director will be voted on by securityholders at the FY2021 AGM later this year. Details of the Plan will be included in the Notice of Meeting and Explanatory Memorandum.

Non-Executive Directors (NED) fees were last independently reviewed relative to market four years ago. Due to the growth of the Charter Hall Group since then, EY were engaged to provide market benchmarking data in relation to NED Board and Committee fees to assist with a review to take effect in FY2022. A summary of the changes is included in this Remuneration Report. Based upon the market data provided it is intended that the maximum aggregate NED fee pool of $1.7 million be increased to $2.0 million subject to the approval of securityholders at this year’s 2021 AGM.

We invite you to read Charter Hall’s Remuneration Report and trust you will find that it clearly articulates the links between the Group’s strategy, performance, and executive remuneration outcomes. The directors believe that the Group has regularly outperformed its competitors and our people, including our executive team, have shown exceptional resilience, and delivered consistent FUM growth in these uncertain times. The Board believes that the FY2021 remuneration outcomes are fair and justified in light of our financial performance and the value delivered to our securityholders in security price increase and dividends. We welcome your feedback on Charter Hall’s remuneration practices and disclosures and look forward to your continued support at the 2021 AGM.

==> picture [109 x 47] intentionally omitted <==

David Clarke Chair - Board

==> picture [211 x 46] intentionally omitted <==

David Ross Chair – Remuneration and Human Resources Committee

13

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Summary of Remuneration Changes for FY2022

Changes to Total Target Remuneration

Remuneration for Charter Hall’s Group Executives was last independently reviewed, relative to the market, two years ago. Since then Charter Hall’s market capitalisation has increased by 43% from $5.04 billion (as at 30 June 2019) to $7.23 billion (as at 30 June 2021) and the Group’s FUM has increased by 72% from $30.4 billion (as at 30 June 2019) to $52.3 billion (as at 30 June 2021). Based on the findings of the remuneration benchmarking conducted by Ferguson Partners which included larger companies in the S&P/ASX 200 Australian Real Estate and Investment Trust (A-REIT) industry group, executive pay when compared to peer group companies does not reflect the growth in the Group and its current position. It should be noted that Ferguson Partners did not provide any remuneration recommendation for the purposes of the Corporations Act 2001 (Cth) ( Act ).

The changes approved by the Board for implementation in FY2022 intend to bring the remuneration of Reported Executives in line with the market. These changes include:

  • an increase in Total Target Remuneration (TTR) for the Managing Director of 28.6%, all of which is in ‘at risk’ components;

  • an increase in TTR for the CIO and CFO of 24% and 20% respectively, including a restructure of the fixed and ‘at risk’ variable components to that of peers (one-third fixed, one-third STI and one-third LTI). On average 88% of the increases are in the ‘at risk’ components; and

  • an overall increase of 10% in TTR for all employees in the Group as at 1 July 2021, effective FY2022, including the three Reported Executives.

The following table outlines the current and the approved FY2022 remuneration, at target, for the Reported Executives.

Fixed Annual
Remuneration
(FAR)
Short Term
Incentive (STI)
Long Term
Incentive (LTI)
Total Target
Remuneration
(TTR)
% of TTR in ‘at
risk’
components
Name $ $ $ $
Managing Director
David Harrison
2022 1,500,000 2,250,000 3,000,000 6,750,000 77.8%
2021 1,500,000 1,500,000 2,250,000 5,250,000 71.4%
Chief Investment Officer
Sean McMahon
2022 925,000 925,000 925,000 2,775,000 66.7%
2021 850,000 719,070 671,132 2,240,202 62.1%
Chief Financial Officer
Russell Proutt
2022 865,000 865,000 865,000 2,595,000 66.7%
2021 820,000 641,000 705,100 2,166,100 62.1%

Retention and Outperformance Plan Award in FY2022

In FY2022, a Retention and Outperformance Plan is being introduced as a one-off award and as an additional retention mechanism to reward participants if Group TSR over the next five years strongly outperforms on a Relative TSR basis and achieves a minimum Absolute TSR. This award vests, for each participant, only if they meet individual non-financial performance expectations and behaviours consistent with the Group’s purpose and values, to the satisfaction of the Board.

The Retention and Outperformance Plan is in addition to regular annual remuneration.

The terms of the FY2022 Retention and Outperformance Plan are set out below and the purpose and rationale for elements of the Plan are provided following the table below.

14

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

FY2022 Retention and Outperformance Plan Terms

Performance
Rights Pool
5.0 million Performance Rights
Represents approximately 1% of issued and
outstanding securities (465.8 million total securities
outstanding as at1July2021)
Participants Managing Director, Other Reported Executives and other senior executives across the Group
Performance
Period
5-year period commencing 1 July 2021 and ending 30 June 2026
Performance
Measures
Financial Performance Measures
1.
Gateway Relative TSR performance measure: Top three TSR rank against the comparator
group over the performance period. The comparator group consists of the S&P/ASX 200 A-REIT
Accumulation Index constituents as at 1 July 2021 however, including Centuria Capital Group
(which was added to the S&P/ASX 200 A-REIT Accumulation Index on 16 July 2021) and
excluding Uniball-Rodamco-Westfield SE.
2.
Absolute TSR performance measure: TSR performance range from a minimum TSR equivalent
to a 12% CAGR to a TSR equivalent to a 15% CAGR over the performance period, with 40%
vesting at a TSR equivalent to a 12% CAGR prorated straight-line to 100% vesting at a TSR
equivalent to a 15% CAGR.
For example
Non-Financial Performance Measures
Gateway Non-Financial performance measure: for each participant vesting only occurs if they meet
individual non-financial performance expectations and behaviour consistent with the Group’s purpose
and values, to the satisfaction of the Board.
TSR % Achieved (5-year CAGR)
12%
13%
14%
15%
Award % Achieved
40%
60%
80%
100%
Initial Price for
**determining TSR **
$15.21 representing the VWAP for the month of June 2021.
Vesting Subject to meeting the performance conditions (as noted above), the Performance Rights will vest
following 30 June 2026, however, any securities allocated will remain subject to a holding lock for two
years until 30 June 2028.
Distribution and
Voting Rights
The allocated Performance Rights will not have any rights to vote or receive any distributions during
the performance period.
During the two-year holding lock period between 30 June 2026 and 30 June 2028, Plan participants
will receive declared distributions on securities allocated to the participant on vesting of their
Performance Rights.
Cessation of
Employment
In the event of resignation (other than genuine retirement) or termination for cause or termination for
poor performance (as determined by the Board), prior to the end of the holding lock period, all
unvested rights and restricted securities will lapse, unless the Board determines otherwise. In any
other circumstances unless the Board determines otherwise, a pro rata portion of rights (calculated
based on the portion of the performance period that has elapsed up until the date of termination) and
all restricted securities will continue to remain on foot and, subject to the original terms of the offer, as
though the Executive had not ceased employment.
Preventing
Inappropriate
Benefits
The Board has discretion to reduce, including to nil, unvested rights in certain circumstances to
ensure participants do not obtain any inappropriate benefit. The circumstances in which the Board
may exercise this discretion include, for example, where the Board determines that an Executive has
acted fraudulently, dishonestly, or has engaged in gross misconduct or has acted in a manner which
brings the Group into disrepute.
Hedging In accordance with the Corporations Act 2001, all participants are prohibited from hedging or
otherwise protecting the value of unvested stapled securities.
Change of
Control
Provisions
The Board, in its absolute discretion, may determine the manner in which the rights will be dealt with.

Purpose of the Plan

As the Group embarks on the next period of growth continuity of leadership and retaining a high performing team are critical to the ongoing outperformance of Charter Hall in what is currently a highly competitive landscape for executive leadership and talent. The Plan is designed to complement the current annual remuneration framework by providing an additional retention mechanism and reward for outperformance.

It enables meaningful participation in outperformance of returns to security holders, through Performance Rights earned over a 5 year period. Rewards will only be earned if Group TSR performance over the next five years strongly outperforms on a Relative TSR basis and achieves a minimum Absolute TSR and then vests for each Participant only if they meet individual performance expectations and behaviours consistent with the Group’s purpose and values, to the satisfaction of the Board.

15

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

What is the average annual issue of Charter Hall securities under this Plan and the LTI Plan?

Under the FY2022 Retention & Outperformance Plan a maximum of 1.07% of securities on issue are issued at full vesting at the end of the 5-year performance period (or equivalent to 0.21% pa) and approximately 0.18% of securities on issue are currently issued at full vesting under the LTI Plan each year. This means on average approx. 0.39% of securities on issue are issued each year at 100% vesting across both plans.

Financial Performance Measures

The first performance measure is a relative performance gateway and requires a top-3 ranking in terms of TSR over the performance period against the comparator group. A top-3 position would be equivalent to an 89[th] percentile position. Across the peer group, for those REITs that have a Relative TSR measure in their LTI plans, 100% vesting typically occurs at a 75[th] percentile Relative TSR performance. The measure in this Retention and Outperformance Plan serves to ensure that the Absolute TSR performance (second measure) is sufficient on a Relative TSR performance basis.

If the first measure is achieved, the second performance measure has an Absolute TSR performance gateway measure equivalent to a 12% CAGR over the performance period. At this gateway threshold, 40% of the performance rights would vest (subject to holding lock period) with up to 100% vesting if the TSR over the performance period is equivalent to a 15% CAGR or greater; with vesting prorated between these performance hurdles based on actual TSR achieved.

The 12%-15% CAGR range for the TSR measure has been selected as it represents strong absolute performance and requires significant ongoing OEPS growth over the 5-year performance period, particularly in circumstances where there is no increase in Charter Hall’s price earnings multiple. While Charter Hall has achieved higher TSR over the last five years this has been as a result of both strong OEPS growth and a significant increase in its price earnings multiple in an environment of declining interest rates and real asset appreciation. If there continues to be increases in price earnings multiples that contribute materially to the TSR performance of Charter Hall then the relative TSR performance gateway measure will establish whether Charter Hall’s Absolute TSR is in the top three of the S&P/ASX 200 A-REIT Index constituents to qualify for vesting.

When considered in combination with the Relative TSR measure, the structure requires both sector leading performance and absolute returns in excess of long-term market averages as measured by the S&P/ASX200 A-REIT Index.

Why is this a 5-year Plan with a 2-year holding lock?

The Plan is designed to complement the existing Remuneration structure. The 5 year performance period of the Plan is intentionally longer than the LTI Plan period and the 2 year holding lock is designed to act as an additional retention mechanism with participants having additional Charter Hall equity ownership.

Changes to NED Fees and Maximum Aggregate NED Fee Pool

NED fees were last independently reviewed relative to market four years ago. Since then Charter Hall’s market capitalisation has increased by 182% from $2.56 billion (as at 30 June 2017) to $7.23 billion (as at 30 June 2021) and the Group’s FUM has increased by 164% from $19.8 billion (as at 30 June 2017) to $52.3 billion (as at 30 June 2021). This growth has increased the operational intensity, accountability (both legal and financial) and the responsibilities of Board members towards securityholders. Accordingly, EY were engaged to provide current market benchmarking data in relation to NED Board and Committee fees to assist with a review to align NED fees with market for comparable companies. This review took into account the Group’s current market capitalisation, FUM, business complexity and intensity.

A summary of the current NED fees and the increased fees based upon the independent market benchmarking data review to take effect in FY2022 are set out below.

16

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

2021 2022
Current NED Fees and changes to take effect in FY2022 $ $
Board
Chair 393,600 465,000
Member 157,590 175,000
Audit Risk and Compliance Committee
Chair 42,025 55,000
Member 21,010 25,000
Remuneration and Human Resources Committee
Chair 31,515 40,000
Member 15,755 18,500
Nomination Committee
Chair 3,150 5,000
Member 3,150 5,000
Investment Committee
Chair 15,755 17,000
Member 10,505 12,000

A review of the maximum aggregate NED fee pool was also undertaken relative to comparable companies. The current maximum aggregate NED fee pool is $1.7 million which was approved by securityholders at the 2017 AGM. Due to the increase in NED fees to take effect in FY2022 and to allow for future increases and the potential for an additional NED, it is intended that the current maximum aggregate NED fee pool of $1.7 million is increased to $2.0 million subject to the approval of securityholders at this year’s 2021 AGM.

17

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

FY2021 Remuneration Outcome Summary

Charter Hall Limited is pleased to present its Remuneration Report (Report) for the year ended 30 June 2021 (FY2021). The table below outlines the key remuneration changes made in FY2021 and outcomes achieved in FY2021. Remuneration at a Glance for FY2021

Delivery Outcome
Fixed Annual
Remuneration (FAR)
(Section 3.3)
The FAR for the Managing Director and Other Reported Executives remained unchanged in FY2021
and no increases were awarded to any of the Reported Executives.
‘On target’ Total
Remuneration and No changes were made to the ‘on target’ Total Remuneration and ‘at risk’ components for the Managing
Remuneration Mix Director and the Other Reported Executives.
(Section 3.2)
Group OEPS was 61 cents, which was approximately 20% above target FY2021 OEPS. Assessment of
Short Term Incentive (STI)
individual performance scorecards has resulted in 138.5% of the total target STI amount to be awarded
(Section 3.4) to eligible employees across the Group. For all Group Executives (including the Reported Executives),
STI is delivered in the form of cash (67%) and deferred service rights (33%).
The FY2018 grant vested in full on 31 August 2020 as a result of performance exceeding absolute and
Long Term Incentive (LTI)
(Section 3.5)
Relative TSR hurdles over the three years to 30 June 2020.
The FY2019 LTI grant reached the end of its three-year performance period on 30 June 2021 and as a
result of performance exceeding Relative TSR and aggregate OEPS hurdles over the three years to 30
June 2021 will vest at 100% on 31 August 2021 and will be subject to a further one-year holding lock.
Non-Executive Directors
(NED) There was no increase to the NED fee pool and individual NED fees in FY2021.
(Section5)

18

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Remuneration Report Summary

Actual remuneration received in FY2021

The following table presents the actual remuneration that was received by Reported Executives during the financial year ended 30 June 2021. This voluntary disclosure is provided to increase transparency and includes:

  • fixed pay and other benefits for FY2021;

  • 2020 cash STI paid during FY2021; and

  • the value of any LTI and STI award that vested during FY2021.

The actual remuneration presented in the table below is distinct from the disclosed remuneration (as required by section 308(C) of the Corporations Act 2001 (Cth) ( Act )) in section 4.1 of this Report, which is calculated in accordance with statutory obligations and accounting standards. The numbers in section 4.1 include accounting values for current and prior years’ LTI grants which have not been (or may not be) received, as they are dependent on performance hurdles and service conditions being met.

% of
Salary Value of remuneration
and other Short Term securities consisting of
benefits1 Incentive2 vested3 Total rights
Name $ $ $ $ %
Managing Director
D Harrison 1,501,373 4,772,519 6,273,892 76.1
Other Reported Executives
S McMahon 851,373 359,537 1,702,744 2,913,654 58.4
R Proutt 821,373 2,138,515 2,959,888 72.2
Totals 3,174,119 359,537 8,613,778 12,147,434 70.9

1 Other benefits include superannuation and non-monetary benefits.

2 Values relate to STI paid in FY2021 in cash for FY2020 performance; D Harrison elected to voluntarily defer 100% of the cash component of his FY2020 STI into rights; S McMahon elected to voluntarily defer 50% of the cash component of his FY2020 STI into rights and R Proutt elected to voluntarily defer 100% of the cash component of his FY2020 STI into rights.

3 Values calculated using the two-day VWAP (volume-weighted average price) up until the vesting date applied to the number of rights vesting for LTI performance rights, STI deferred service rights and any sign-on service rights.

19

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Remuneration Report

1. Key Management Personnel

This Report outlines the remuneration policies and practices that apply to Charter Hall’s Key Management Personnel (KMP) for the year ended 30 June 2021. The KMP include the Non-Executive Directors, Managing Director and Other Reported Executives.

Name
Role
Term as KMP
Non-Executive Directors
David Clarke
Chair
Full Year
Anne Brennan
Director
Part Year - retired 31 May 2021
Philip Garling
Director
Full Year
Karen Moses
Director
Full Year
David Ross
Director
Full Year
Greg Paramor AO
Director
Full Year
Jacqueline Chow
Director
Part Year - appointed 17 February2021
Managing Director
David Harrison
ManagingDirector and GroupCEO
Full Year
Other Reported Executives
Sean McMahon
Chief Investment Officer
Full Year
Russell Proutt
Chief Financial Officer
Full Year

The Report has been prepared and audited in accordance with the requirements of the Act.

20

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Remuneration Report

2. Remuneration governance

Charter Hall’s Board and the Remuneration and Human Resources Committee (the Committee) are responsible for overseeing remuneration policy for the Group.

The following diagram illustrates Charter Hall’s remuneration governance framework.

SECURITYHOLDERS

BOARD

The Board reviews, challenges and approves the recommendations of the Committee around policy, performance, the remuneration arrangements for all Group Executives (Executives) and Non-Executive Directors (NEDs) and the remuneration policies and processes for the wider Group.

SECURITYHOLDERS SECURITYHOLDERS SECURITYHOLDERS SECURITYHOLDERS SECURITYHOLDERS SECURITYHOLDERS SECURITYHOLDERS SECURITYHOLDERS SECURITYHOLDERS SECURITYHOLDERS SECURITYHOLDERS
BOARD
The Board reviews, challenges and approves the recommendations of the Committee around policy, performance, the
remuneration arrangements for all Group Executives (Executives) and Non-Executive Directors (NEDs) and the
remuneration policies and processes for the wider Group.
Risk Management
The Committee has access to
the Group’s personnel
including those in the Risk,
Finance and People teams.
The Committee considers
updates from these teams,
External and Internal Audit and
other Board Committees , on
relevant risk matters, including
remuneration outcomes,
adjustments, and alignment of
remuneration with our strategy,
values, risk appetite and
expected standards of conduct.
Risk is also managed at
various points in the executive
remuneration framework
including throughout the
performance management
process and ultimately through
Board and Committee
intervention as and when
required.
Remuneration and Human Resources
Committee
Members
-David Ross (Chair)1
-Anne Brennan2
-Philip Garling
-Karen Moses3
-Greg Paramor3
Role
Oversees our remuneration philosophy
while considering strategic objectives,
culture and values, risk management
framework and long-term financial
sustainability.
Reviews and provides guidance and, as
appropriate, endorses management
recommendations on remuneration
matters (including FAR, STI and LTI for
Executives), fees for the NEDs (of both
Group and the Fund Boards) and submits
these for Board approval.
Charter
Specific responsibilities are detailed in the
Committee’s Charter and reviewed
annually.
External Advisors
The Board and the Committee
may seek advice from
independent experts and
advisors.
The Committee independently
appoints its remuneration
consultants and external
advisors and engages with
them in a manner which
ensures that any information
provided is not subject to
undue influence by
management.
Managing Director and Management
The Managing Director makes recommendations to the Committee regarding Executives’ remuneration. These
recommendations take into account performance, culture and values. Together with management, the Managing Director
also provides information and recommendations for deliberation and implements arrangements once they have been
approved.
  • 1 David Ross was appointed the Chair of the Remuneration and Human Resources Committee on 26 March 2021.

  • 2 Anne Brennan stepped down from the role of Chair of the Remuneration and Human Resources Committee effective 26 March 2021. She remained a member until her retirement from the Board effective 31 May 2021.

  • 3 Karen Moses and Greg Paramor were appointed to the Remuneration and Human Resources Committee effective 1 April 2021.

Specific responsibilities of the Board and the Committee are detailed in their respective Charters which are available on the Group website at www.charterhall.com.au.

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3. Executive remuneration framework

Charter Hall’s remuneration framework is designed to attract and retain talented people by rewarding them for achieving performance outcomes that are aligned with our purpose, culture and values, business strategy, risk appetite and the long-term interests of our customers and securityholders.

3.1 Executive remuneration strategy

The below diagram illustrates the remuneration framework that applied to the Managing Director and Other Reported Executives in FY2021. It also outlines the link between Charter Hall’s business and remuneration strategies.

OUR PURPOSE

OUR PURPOSE
We create better futures by bringing aspirations to life.
OUR VALUES
Active Partnership Genuine Insight
Inventive Spirit
Powered by Drive
We believe that We use expertise to
We create with
We put our passion
if everyone benefits, we benefit unlock resilientgrowth
purpose and discipline
into action
OUR BUSINESS STRATEGY
To access, deploy, manage and invest equity in core real estate sectors, creating value and generating superior returns for our
customers and securityholders through:
- optimising total return on invested capital;
- growing sustainable earnings and maintaining resilience via long WALE portfolios and through strong customer relationships;
- developing a scalable and efficient platform; and recruiting, retaining and motivating a high performing team.
OUR REMUNERATION PRINCIPLES
Deliver long term results for Attract, retain and
Be simple, transparent
Drive appropriate risk culture
securityholders motivate top talent
and consistent
and employee conduct
OUR PURPOSE OUR PURPOSE
We create better futures by bringing aspirations to life.
OUR VALUES
Active Partnership
We believe that
if everyone benefits, we benefit
Genuine Insight
We use expertise to
unlock resilientgrowth
Inventive Spirit
We create with
purpose and discipline
Powered by Drive
We put our passion
into action
OUR BUSINESS STRATEGY
To access, deploy, manage and invest equity in core real estate sectors, creating value and generating superior returns for our
customers and securityholders through:
-
optimising total return on invested capital;
-
growing sustainable earnings and maintaining resilience via long WALE portfolios and through strong customer relationships;
-
developing a scalable and efficient platform; and recruiting, retaining and motivating a high performing team.
OUR REMUNERATION PRINCIPLES
Deliver long term results for
securityholders
Attract, retain and
motivate top talent
Be simple, transparent
and consistent
Drive appropriate risk culture
and employee conduct
Component
FAR
STI
LTI
Delivery
Current Year
Year 1
Year 2
Year 3
Year 4
Fixed Annual Remuneration comprises of
cash base salary, statutory superannuation
contributions and other nominated benefits.
‘At risk’ and subject to performance outcomes
(OEPS and financial and non-financial KPIs
including evidence of behaviour in line with
values). 67% is paid as cash and 33% is
deferred as service rights.
‘At risk’ equity awards that are subject to
long-term performance conditions.
100% is delivered asperformance rights.
Deferred STI vests
in 2 equal tranches
over 2 years
Vesting after 4 years, equal measures of
Relative TSR and OEPS growth
STI cash
delivered
REMUNERATION OUTCOMES FY2021
FAR
STI
LTI
There was no change to Managing Director’s FAR in FY2021.
FAR for Other Reported Executives did not change in FY2021.(Section 3.3).
The outperformance of 20% above target FY2021 OEPS has resulted in 138.5% of the total target STI amount to
be awarded to eligible employees across the Group, based on the assessment of individual performance
scorecards.
Vestingof FY2019(second tranche)and FY2020(first tranche)deferred service rights in full.
LTI FY2018 LTI award reached the end of its three-year performance period on 30 June 2020 and vested at 100%
on 31 August 2020 and was subject to a further one-year holding lock.
FY2019 LTI award reached the end of its three-year performance period on 30 June 2021 and will vest at 100%
on 31 August 2021 and will be subject to a further one-year holdinglock.

CEO and other Executives must accumulate Charter Hall securities equal to 100% of pre-tax FAR over a four-year period from the date of adoption of this requirement or from the date of appointment as an Executive, as applicable and maintain it on an on-going basis.

Mandatory Security holding Requirement

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3.2 Remuneration mix

Executive remuneration is structured as a mixture of fixed and variable ‘at-risk’ STI and LTI components. While fixed annual remuneration is designed to provide a base level of remuneration, the ‘at-risk’ STI and LTI components reward executives when preagreed performance measures are met or exceeded.

The figures below for all Reported Executives show the percentage mix of fixed versus ‘at-risk’ remuneration components on target that apply for FY2021. All Reported Executives have the potential to earn up to 150% of target STI.

==> picture [539 x 227] intentionally omitted <==

3.3 Fixed Annual Remuneration

Composition FAR comprises cash base salary, statutory superannuation contributions and other nominated benefits.

Benchmarking and FAR is targeted at the median of the property market and is reviewed regularly and, benchmarked against Review equivalent roles in the market recognising:

  • individual performance; and - the market environment for each individual’s skills and capabilities.
Benchmarking and
Review
FAR is targeted at the median of the property market and is reviewed regularly and, benchmarked against
equivalent roles in the market recognising:
-
individual performance; and
-
the market environment for each individual’s skills and capabilities.
Comparator Group The entities in the S&P/ASX 200 Australian Real Estate and Investment Trust (A-REIT) industry group are
included in the comparator Group used to determine the Reported Executives’ remuneration.

Charter Hall Managing The Managing Director’s FAR remained unchanged at $1,500,000 in FY2021. Director outcome

Other Reported Executives FAR for the CFO and the CIO remained unchanged in FY2021.

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3.4 Short Term Incentive

FY2021 STI Award – Key Features

Features Approach
Purpose STI is an ‘at-risk’ incentive awarded annually, subject to performance against agreed financial and non-
financial Key Performance Indicators (KPIs) including evidence of behaviour in line with values.
Participants All Executives
Gateway for STI Group:A financial gateway of 95% of target OEPS must be met before any STI entitlement is available,
with the Board retaining overall discretion on performance achievement.
Individual:To help us maintain an effective risk management culture, all Executives must complete risk
and compliance training during the performance year (including Code of Conduct training) to ensure they
fully understand their role and comply with relevant legislative requirements.
Both gateways need to be met for any STI to be awarded.
Determining and
assessing
achievement of STI
Target
The percentage achievement of STI Target is determined by the Board, upon advice from the Committee,
based on actual OEPS achieved relative to an OEPS target. The Board retains the discretion to increase
or decrease the percentage of overall STI Target achieved, based on its assessment of the overall
performance throughout theyear.
Individual
Opportunity
The maximum STI potential for all employees is 150% of their STI target, enabling recognition for
outperformance.
Performance
Targets
Individual STI outcomes are determined on the basis of Group and individual performance through a
Balanced Scorecard. The Scorecard is split into three elements: Financial; Customer; and
Culture/Leadership/Collaboration with 50% financial and 50% non-financial split between Customer and
Culture/Leadership/Collaboration. For each of these elements there are KPIs aligned to our core strategic
objectives of Growth and Resilience.
The Board believes that having a mix of financial and non-financial KPIs will provide measurable
performance criteria strongly linked to year-on-year securityholder returns and encourage the
achievement of individual goals consistent with the Group’s overall objectives. The scorecard elements of
financial, customer and culture, leadership and collaboration have been chosen as KPI categories
because they represent important elements of Charter Hall’s core strategic objectives. Each of these
categories has measures of ‘Growth’ and ‘Resilience’. Whilst ‘Growth’ measures are focused on building
the Group’s capability across all KPI categories, ‘Resilience’ measures drive sustainable growth and
encourage risk management.
Role
Financial/Securityholder
Customer
Culture, Leadership and
Collaboration
Managing Director
50%
30%
20%
CFO
50%
30%
20%
CIO
50%
25%
25%
Determining and
Assessing
Performance
In consultation with the Committee, the Board assesses the Group’s financial performance and the
performance of all Reported Executives against agreed KPIs.
The Board applies the following general principles when determining and measuring performance goals
and any STI incentive for the Executives:
-
STI outcomes should always align with the market reported results, with any adjustments being
consistent with business performance and behaviour aligned to Group values;
-
‘on target’ performance aligns with the Board approved target for the financial year; and
-
payout above Gateway for STI is up to a maximum (150% of STI target).
These principles for assessing performance were chosen because they are, as far as practicable,
objective and fair and the most appropriate way to assess the Executives’ individual contribution and
determine remuneration outcomes in alignment with the financial performance of the Group.
Board Discretion Once the Balanced Scorecard has been assessed and performance against KPIs has been determined,
the outcome is subject to Board discretion. The Board may modify the performance outcomes upwards or
downwards taking into account risk related matters, behaviour in line with values and expected standards
of conduct.
Delivery For all Executives, STI is delivered in the form of cash (67%) and deferred service rights (33%).
Service rights are deferred over two years, with 50% vesting at the end of year one and 50% at the end of
year two. The number of rights granted to an Executive is determined based on an independent value
calculation prepared by Deloitte using the Black-Scholes-Merton valuation method, which discounts for
dividends/distributionsforgone during the deferralperiod.

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Features Approach
Under the FY2021 STI Plan Executives and certain senior managers had an option to elect to receive up
to 100% of their cash STI payment in the form of rights to acquire CHC securities. These rights will vest
Voluntary Deferral
of Cash Component
of STI
based on the employee’s elected deferral period of 3, 5 or 7 years from the date of grant. These rights will
be subject to Charter Hall’s Performance Rights and Options Plan (PROP) however, will not be subject to
performance conditions or forfeiture on termination of employment. The number of rights granted to an
Executive or a senior manager is determined based on an independent value calculation prepared by
Deloitte using the Black-Scholes-Merton valuation method, which discounts for dividends/distributions
forgone during the deferral period.
Cessation of In the event of resignation (other than genuine retirement) or termination for cause or termination for poor
Employment performance (as determined by the Board), all unvested mandatorily deferred STI in service rights will
lapse, unless the Board determines otherwise. In any other circumstances unless the Board determines
otherwise, the rights will continue to remain on foot and, subject to the original terms of the offer, as
though the Executive had not ceased employment.
Preventing For the mandatorily deferred STI component, the Board has discretion to reduce, including to nil,
Inappropriate unvested rights in certain circumstances to ensure Executives do not obtain an inappropriate benefit. The
Benefits circumstances in which the Board may exercise this discretion include, for example, where the Board
determines that an Executive has acted fraudulently, dishonestly, or has engaged in gross misconduct or
has acted in a manner which brings the Group into disrepute.

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STI Performance Outcomes for Financial Year Ending 30 June 2021 – Managing Director

Growth and resilience measures are assessed in each of the performance categories in the Managing Director’s scorecard.

Performance
Category and Measure Performance Outcome Rating
Weighting
Financial
50%
-
-
-
-
-
Group OEPS growth
Growth in funds under
management
Outperformance of Funds to
relevant indices
Maintaining Group investment
capacity
Securing and exceeding
budgeted net equity flows
-
-
-
-
-
-
OEPS growth to 61cps
FUM growth of $11.8bn
Fund outperformance in
relevant indices
Increase in investment
capacity to $6.7bn
Equity flows achieved were
more than 100% above
Budget
Total platform return of
Outstanding
23.6%
- Strong tenant and investor
Customer
30%
-
-
-
Customer and investor
satisfaction surveys
ESG focus and resourcing
strategies
Effectiveness of customer
retention strategies
-
-
customer relationships as
evidenced through survey
results
2020 PRI Leaders Group for
climate reporting
Investment in the capability
and number of resources in
Outstanding
GroupESG
- Key talent appointments and
rotations at Executive and
Culture, Leadership
and Collaboration
-
-
-
Succession planning
Diversity and Inclusion
Employee engagement and
- Executive-1 levels
WGEA Employer of choice
for gender equality
Outstanding
20% turnover - 90% engagement result with
- Fund NED engagement levels 95% participation
- Positive Fund NED feedback
across all funds

STI Performance Outcomes for Financial Year Ending 30 June 2021 – Other Reported Executives

KPIs for other Reported Executives are aligned to that of the Managing Director. These are focused on growth and resilience measures in individual areas of accountability.

Scorecard KPI Performance
Rating
Financial Including Group and Divisional financials and investment earnings; growth in funds
under management; and divisional specific financial initiatives.
Outstanding
Customer and Strategy Including customer experience, service and satisfaction measures for funds and
tenants.
Outstanding
Culture, Leadership and
Collaboration
Including leadership contribution, succession, talent, diversity and engagement. Outstanding

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Group FY2021 performance outcomes

In FY2021, Charter Hall’s OEPS was 61 cents, which was 13.2% above the FY2020 OEPS (excluding the CHOT performance fee). The table below shows Charter Hall’s OEPS (cps) over a five-year period:

==> picture [539 x 316] intentionally omitted <==

----- Start of picture text -----

69.3
61.0
46.3% incl.CHOT
Perf. Fee 15.4
25.5% incl. CHOT 47.4 13.2% ex-CHOT
Perf. Fee
Perf. Fee
8.0
37.7
35.9 5.0% incl. CHOT
Perf. Fee 3.9 36.8% ex-CHOT
Perf. Fee
61.0
(5.8%) ex-CHOT 53.9
Perf. Fee
16.6% ex-CHOT
Perf. Fee 39.4
35.9
33.8
FY2017 1 FY2018 FY2019 FY2020 FY2021 2
CHOT Perf. Fee Actual Ex-CHOT Perf. Fee Actual
----- End of picture text -----

  • 1 The first year CHC recognised operating tax expense of 4.6 cps.

  • 2 No CHOT Performance Fee recognised in FY2021

FY2021 STI outcomes

The outperformance of 20% above target FY2021 OEPS in FY2021 allows for 150% of the total target STI amount to be awarded similar to 150% in FY2020 and 128% in FY2019. Assessment of individual performance scorecards has resulted in 138.5% of the total target STI amount to be awarded, in September 2021, to eligible employees across the Group.

The below table shows the STI outcomes for Reported Executives for 2021.

Reported Executives on average received an outcome of 150% of STI target for FY2021. This is based on individual achievement against KPIs including evidence of behaviour in line with values and overall leadership team contribution to the Group.

Voluntary Mandatory
deferral
Target STI earned STI earned
deferral into into service STI of compared to compared to
STI earned Paid in cash1 rights rights fixed pay target maximum
Name $ $ $ $ % % %
Managing Director
D Harrison 2,250,000 1,500,000 750,000 100% 150% 100%
Other Reported Executives
S McMahon2 1,078,605 539,303 179,768 359,535 85% 150% 100%
R Proutt3 961,500 641,000 320,500 78% 150% 100%
  • 1 To be paid on 15 September 2021

  • 2 S McMahon has elected to voluntarily defer 25% of the cash component of his FY21 STI into rights for a 3-year period

  • 3 R Proutt has elected to voluntarily defer 100% of the cash component of his FY21 STI into rights for a 3-year period

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3.5 Long Term Incentive

FY2021 LTI Plan – Key Features

Features Approach
Purpose LTI is ‘at risk’ and aligns with the long-term interests of securityholders and business performance. It also
plays an important role in employee retention.
Participants All Executives
Type of equity
awarded
The LTI is governed by the Performance Rights and Options Plan (PROP), under which rights to stapled
securities are granted to participants. Each performance right entitles the participant to one stapled security in
the Charter Hall Group for nil consideration at the time of vesting, subject to meeting the performance hurdles
outlined below.
Performance
Period
Performance Rights are subject to a four-year performance period commencing on 1 July 2020 and ending on
30 June 2024.
Valuation The number of rights granted to a participant is determined based on an independent value calculation
prepared by Deloitte using the Black-Scholes-Merton valuation method, which discounts for
dividends/distributions forgone during the deferral period.
Vesting
Conditions
Performance Rights will vest subject to the satisfaction of the following performance conditions measured over
the performance period:
-
50% of Performance Rights are subject to an aggregate operating earnings per security (OEPS) growth
hurdle; and
-
50% of Performance Rights are subject to a relative total securityholder return (TSR) hurdle.
OEPS
Performance
Measure (50% of
LTI Allocation)
The OEPS performance measure involves setting an aggregate total value of OEPS to be earned over the
entire performance period (i.e. for a 4-year performance period, the aggregate total value of OEPS will be
year one OEPS, plus year two OEPS, plus year three OEPS, plus year four OEPS). The aggregate OEPS
performance measure has a minimum and stretch hurdle set by growing the commencement year OEPS (i.e.
the actual OEPS for the financial year end prior to the performance period) by the OEPS growth rates of 5%
per annum compound for the minimum aggregate OEPS hurdle and 7% per annum compound for the stretch
aggregate OEPS hurdle. For FY2021 LTI, the Board has set the commencement OEPS as the FY2020
adjusted OEPS of 53.9 cps (after tax) which is the FY2020 actual OEPS result of 69.3 cps (after tax) less the
Charter Hall Office Trust (CHOT) performance fee of 15.4 cps (after tax) recognised during the period.
If the aggregate OEPS achieved over the four-year
performance period is:
Percentage of Performance Rights subject to
the aggregate OEPS performance measure
which may vest
Less than an aggregate OEPS (after tax) of 244.13
cps (based ona 5% CAGR)
0%
Equal to aggregate OEPS (after tax) of 244.13 cps
(based on a 5% CAGR)
50%
More than an aggregate OEPS (after tax) of 244.13
cps (based on a 5% CAGR) but less than an
aggregate OEPS (after tax) of 256.27 cps (based on a
7% CAGR)
Pro rata straight line vesting between 50% -
100%
Equal to or more than an aggregate OEPS (after tax)
of 256.27 cps (based on a 7% CAGR)
100%

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Performance is determined based on the Group’s total ASX shareholder return (assuming distributions are reinvested) ranking against the members of the comparator group over the performance measurement period. The Board determines who is included in that comparator group and how the companies in that group are to be treated.

Relative TSR
Performance
Measure (50% of
LTI Allocation)
The Board has determined the following comparator group for the FY2021 LTI:
Abacus Property Group (ABP)
Mirvac Group (MGR)
BWP Trust (BWP)
National Storage REIT (NSR)
Cromwell Property Group (CMW)
Scentre Group (SCG)
Charter Hall Retail REIT (CQR)
GPT Group (GPT)
Charter Hall Long Wale REIT (CLW)
Stockland (SGP)
Dexus Property Group (DXS)
Vicinity Centres (VCX)
Goodman Group (GMG)
Waypoint REIT (WPR)
Growthpoint Properties Australia (GOZ)
Shopping Centres Australasia Property Group (SCP)
If, over the relevant performance period the Charter
Hall Group relative TSR when ranked to a
comparator group of the S&P/ASX 200 A-REIT
Accumulation Index is:
Percentage of Performance Rights subject to the
relative TSR performance measure which may vest
Less than the comparator group 50th percentile
0%
Equal to the comparatorgroup50thpercentile
50%
More than the comparator group 50th percentile
and less than 75th percentile
Pro rata straight line vesting between 50% - 100%
Exceeds the comparator group 75th percentile
100%

During 2018, the Board reviewed the LTI performance measures to ensure they continue to align with securityholder expectations and with Charter Hall’s current strategy. Following the review, the Board determined in FY2019 to retain the Relative TSR performance measure and replace the Absolute TSR performance measure with an aggregate OEPS performance measure.

For FY2020 and FY2021, the Board agreed the same performance hurdles for Relative TSR and OEPS growth would apply.

The aggregate OEPS performance measure was selected because it is within the Executive’s ability to influence and is a key driver of securityholder returns and therefore aligns performance with returns to securityholders. The Board excluded the CHOT performance fee from the aggregate OEPS hurdles and actual OEPS performance in the FY2019, FY2020 and FY2021 LTI Plans, however, all other performance fees are included. The OEPS growth rates used to set the aggregate OEPS performance hurdles of 5% per Rationale for annum compound for the minimum aggregate OEPS hurdle and 7% per annum compound for the stretch Performance aggregate OEPS hurdle applied for the FY2019, FY2020 and FY2021 LTI plans and have been set with Measures reference to:

  • average EPS growth of the constituents of the comparator group;

  • growth opportunities for the Group; and

  • the risk appetite of the Group for resilient and achievable long-term earnings growth.

The aggregate OEPS performance measure was selected because Charter Hall’s OEPS can fluctuate due to performance and transaction fee income, and the Board believes that aggregate OEPS allows for OEPS to be considered over the entire performance period.

TSR measures the overall returns that a company has provided for its securityholders, reflecting share price movements and reinvestment of dividends over a specified period. Relative TSR is the most widely used LTI performance measure used in Australia. It ensures that value is only delivered to participants if the investment return actually received by CHC securityholders is sufficiently high relative to the investment returns provided by the comparator group over the same period.

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At the time of rights allocation, Executives can make an upfront election to apply a voluntary restricted period to 25%, 50%, 75% or 100% of stapled securities allocated to them on vesting of the Performance Rights. The following table sets out the three alternatives they can elect to apply as their voluntary restricted period. The periods identified below will commence at vesting date.

At the time of rights allocation, Executives can make an upfront election to apply a voluntary restricted period
to 25%, 50%, 75% or 100% of stapled securities allocated to them on vesting of the Performance Rights. The
following table sets out the three alternatives they can elect to apply as their voluntary restricted period. The
periods identified below will commence at vesting date.
Voluntary
Restriction Period
3 years
4 years
5 years
6 years
7 years
Option A
20%
20%
20%
20%
20%
Option B
25%
25%
25%
25%
-
Option C
33%
33%
34%
-
-
Following vesting of the Performance Rights, the restricted stapled securities allocated to participants will not
be subject to forfeiture upon termination and participants will be entitled to receive declared distributions
during the restricted period.
Distributions Distributions are not provided on Performance Rights as the number of rights allocated to each participant
takes into account distributions foregone during the performance period
Cessation of
Employment
In the event of resignation (other than genuine retirement) or termination for cause or termination for poor
performance, all unvested Performance Rights will lapse, unless the Board determines otherwise. In any other
circumstances unless the Board determines otherwise, the Performance Rights will continue to remain on foot
and, subject to the original terms of the offer, as though the Executive had not ceased employment.
Preventing
Inappropriate
Benefits
The Board has discretion to reduce, including to nil, unvested rights in certain circumstances to ensure
Executives do not obtain an inappropriate benefit. The circumstances in which the Board may exercise this
discretion include for example, if the Board determines that an Executive has acted fraudulently or dishonestly
or engaged in gross misconduct, or has acted in a manner which brings the Group into disrepute.

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Group performance outcomes

Absolute TSR (FY2018 LTI) – The Group delivered a TSR (including stapled security price movements and distributions) over the three years to 30 June 2020 (FY2018 LTI performance period) of 89% equivalent to a 24% CAGR exceeding the upper end of the Absolute TSR performance hurdle which required a 12% CAGR over the three year performance period.

Relative TSR (FY2018 LTI) – The TSR for the three year performance period was 89% equivalent to a 23.6% CAGR achieving the 93[rd] percentile rank of the 16 REITs in the comparator group from the S&P/ASX200 A-REIT Accumulation Index.

OEPS (FY2019 LTI) – The Group delivered aggregate OEPS of 154.4 cents over the three years to 30 June 2021 (FY2019 LTI performance period) equivalent to a 22.5% CAGR exceeding the upper end of the performance hurdle aggregate OEPS of 116.4 cents based upon a 7% CAGR over the three year performance period.

Relative TSR (FY2019 LTI) – The TSR for the three year performance period was 155.9% equivalent to a 36.8% CAGR achieving the top rank of the 16 REITs in the comparator group from the S&P/ASX200 A-REIT Accumulation Index.

The following graphs illustrate the Group’s TSR compared with the comparator group’s 50th and 75th percentile throughout the FY2018 and FY2019 LTI performance periods.

FY2018 LTI performance period

==> picture [539 x 183] intentionally omitted <==

----- Start of picture text -----

190%
CHC: 89%
170% CHC
75th Comparator Group: 29%
150% 50th Comparator Group: 10%
Comparator group 50th Percentile
130%
110% Comparator group 75th Percentile
90%
70%
50%
30%
10%
-10%
-30%
Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20
----- End of picture text -----

FY2019 LTI performance period

==> picture [540 x 183] intentionally omitted <==

----- Start of picture text -----

170% CHC: 155%
75th Comparator Group: 46%
150% CHC 50th Comparator Group: 29%
130%
Comparator group 50th percentile
110%
Comparator group 75th percentile
90%
70%
50%
30%
10%
-10%
-30%
Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21
----- End of picture text -----

31

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Remuneration Report

  • Outcomes ‒ The FY2018 LTI had a vesting date of 31 August 2020. As a result of the TSR performance over the three years to 30 June 2020, the absolute and relative TSR performance hurdles were exceeded and 100% of the performance rights vested and was subject to a further one-year holding lock.

  • ‒ The FY2019 LTI has a vesting date of 31 August 2021. As a result of the TSR performance and aggregate OEPS achieved over the three years to 30 June 2021, the relative TSR performance hurdles and aggregate OEPS hurdles were exceeded and 100% of the performance rights will vest and be subject to a further one-year holding lock.

  • ‒ Further details of the terms of these awards are set out in the relevant prior year remuneration reports.

TSR for Charter Hall versus comparable indices is outlined below

Charter Hall has outperformed its peer group with significant outperformance over the longer term. The following table compares the total securityholder return for Charter Hall against various indices.

Annualised TSR(p.a. compound) 1 Year 3 Years 5 Years 10 Years
CHC¹ 64.1% 37.9% 30.3% 28.2%
S&P ASX 100 27.9% 9.9% 11.3% 9.5%
S&P ASX 200 A-REIT 33.2% 7.7% 5.8% 11.8%
MSCI World REITs 30.5% 9.6% 7.6% 8.2%

1 Source UBS. Annualised TSR of 36.8% for LTI purposes is calculated using June VWAP as opening and closing prices

3.6 Deferred STI and LTI Rights Awarded – Additional Terms and Conditions

Deferred STI and LTI Awards are subject to some additional terms and conditions as per below:

Change of control The Board, in its absolute discretion, may determine the manner in which the rights will be dealt with.
provisions
Hedging and margin In accordance with the Corporations Act 2001, all participants are prohibited from hedging or otherwise
lending prohibitions protecting the value of unvested stapled securities.

3.7 Group summary of performance and total remuneration outcomes

The table below provides information on Charter Hall’s performance against key metrics over the last five years.

Key performance metrics 2017 2018 2019 2020 2021
Statutory profit after tax for stapled securityholders ($m) 257.6 250.2 235.3 345.9 476.8
Statutory earnings per stapled security (EPS) (cents) 61.2 53.7 50.5 74.3 102.4
Operating earnings for stapled securityholders ($m) 151.2 175.8 220.7 322.8 284.3
Operating earnings per stapled security (cents) 35.9 37.7 47.4 69.3 61.0
Growth in OEPS % 18.1 5.0 25.5 46.3 -12.0
Operating earnings per stapled security (ex CHOT performance fee)
(cents)
35.9 33.8 39.4 53.9 61.0
Growth in OEPS (ex CHOT performance fee) % 18.1 -6.0 16.6 36.8 13.2
Distribution per stapled security (cents) 30.0 31.8 33.7 35.7 37.9
Stapled security price at 30 June ($)1 5.50 6.52 10.83 9.69 15.52
CHC total securityholder return – Jul to Jun (%) 15.2 24.6 72.4 -7.4 64.1

1 The opening share price at 1 July 2017 was $5.50.

The table below provides information on Reported Executives’ total remuneration, both fixed and ‘at risk’ compared to target total remuneration. Charter Hall’s STI is weighted towards growth in OEPS and the LTI provides an important link between remuneration and TSR.

and TSR.
Reported Executives total remuneration summary 2020 2021
Fixed payments ($) 3,075,536 3,175,847
STI accounting expense ($) 4,290,105 4,290,105
LTI accountingexpense($)1 2,012,321 2,742,462
Earned remuneration($)2 9,377,962 10,208,414
On target total remuneration ($) 7,947,927 8,778,379
Earned remuneration relative to target remuneration – over/(under) (%) 18% 16%

1 The LTI expense attributed to the Reported Executives reflects the statutory accounting expense under AASB2.

2 Earned remuneration for the Reported Executives is the sum of their fixed payments, STI and LTI expenses recognised.

32

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Remuneration Report

4. Executive remuneration in detail

4.1 Total remuneration of Reported Executives

The following table details the total remuneration of the Reported Executives of the Group for FY2020 and FY2021.

Post-
employ- Other
ment Security-based long-term
Short-term benefits benefits payments benefits
Securities
Mandatory options % of total
Voluntarily security- and remun-
Cash Non- deferred based perform- Long eration
short-term
Annual
monetary Super- short-term short-term ance service consisting
Salary incentive
leave1
benefits2 annuation incentive incentive rights leave1 Total of rights6
Name $ $ $ $ $ $ $ $ $ $ %
Managing Director
D Harrison3
2021 1,478,306 1,500,000 (30,413) 1,373 21,694 750,000 1,681,249 26,251 5,428,460 45
2020 1,478,997
14,794
1,688 21,003 1,500,000 750,000 1,178,229 (161,106) 4,783,605 72
Other Reported Executives
S McMahon4
2021 828,306 539,303 (3,458) 1,373 21,694 179,768 359,535 516,163 14,876 2,457,559 43
2020 828,997 359,535 (9,391) 1,688 21,003 359,535 359,535 375,087 17,389 2,313,378 47
R Proutt5
2021 798,306 (19,879) 1,373 21,694 641,000 320,500 545,050 14,351 2,322,395 65
2020 798,997
23,752
1,688 21,003 641,000 320,500 459,005 15,034 2,280,979 62
Total 2021 3,104,918 2,039,303 (53,750) 4,119 65,082 820,768 1,430,035 2,742,462 55,478 10,208,414 49
Total 2020 3,106,991 359,535 29,155 5,064 63,009 2,500,535 1,430,035 2,012,321 (128,683) 9,377,962 63
  • 1 Shows the movement in leave accruals for the year.

  • 2 Non-monetary benefits for FY2021 is salary continuance insurance.

  • 3 D Harrison had elected to voluntarily defer 100% of the cash component of his FY2020 STI into rights; 50% is being deferred for a 3-year period and 50% for a 5-year period.

  • 4 S McMahon has elected to voluntarily defer 25% of the cash component of his FY2021 STI into rights for a 3-year period; in FY2020 he had elected to defer 50% of the cash component of his FY2020 STI into rights for a 3-year period

5 R Proutt has elected to voluntarily defer 100% of the cash component of his FY2021 STI into rights for a 3-year period; in FY2020 he had elected to defer 100% of his FY2020 cash STI into rights (50% deferred for a 3-year period and 50% for a 5-year period).

6 Includes Voluntarily deferred short term incentive, Mandatory security based short term incentive and Securities options and performance rights.

33

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Remuneration Report - continued

4. Executive remuneration in detail continued

4.2 Key terms of employment

The remuneration and other terms of employment for Reported Executives are formalised in employment contracts. Each of these contracts provides for participation in the Group’s STI and LTI programs and payment of other benefits.

All Reported Executives’ contracts are ongoing in duration. The notice period for the Managing Director and Other Reported Executives are summarised below:

are summarised below:
**Minimum Notice Period1 **
Name Position Employee Charter Hall
Managing Director
David Harrison2 ManagingDirector and GroupCEO 6 months 12 months
Other Reported Executives
Sean McMahon Chief Investment Officer 6 months 6 months
Russell Proutt Chief Financial Officer 6 months 6 months

1 No notice period is required for termination by the Company for serious or wilful misconduct by the employee.

2 Where the Managing Director gives notice of his cessation of employment, he is entitled to a restraint payment of a maximum of six month equivalent fixed remuneration so long as he complies with the terms of his employment agreement for the period of six months following his cessation.

Other than as described above, the Reported Executives’ contracts do not provide for any termination benefits aside from payment in lieu of notice (where applicable).

5. Non-Executive Director remuneration

Policy The Committee makes recommendations to the Board on the total level of remuneration of the Chair
and other Non-Executive Directors, including any additional fees payable to Directors for membership
of Board committees.
Benchmarking Fees are set by reference to the following considerations:

industry practice and best principles of corporate governance;

responsibilities and risks attaching to the role of NEDs;

the time commitment expected of NEDs on Group matters; and

reference to fees paid to NEDs of other comparable companies.
NED fees are periodically reviewed to ensure they remain in line with general industry practice and
reflect proper compensation for duties undertaken. External independent advice is sought in these
circumstances.
Fee framework NED fees, including committee fees, are set by the Board within the aggregate amount of $1.7 million
per annum as approved by securityholders at the AGM in November 2017.
Under the current framework, NEDs, other than the Chair receive (inclusive of superannuation):

Board base fee; and

Committee fees.
The Chair receives an all-inclusive fee.
NEDs are also entitled to be reimbursed for all business-related expenses, including travel on Charter
Hall business, incurred in the discharge of their duties in accordance with Charter Hall’s Constitution.
In accordance with principles of good corporate governance, NEDs do not receive any benefits upon
retirement under any retirement benefits schemes (other than statutory superannuation) and NEDs
are not eligible to participate in any of Charter Hall’s employee incentive schemes.
Remuneration outcomes The Chair and member committee fees remained unchanged in FY2021.
Minimum shareholding Minimum shareholding guidelines were increased in FY2019 requiring Independent Directors to hold
guidelines CHC securities to the value of $90,000 (previously $50,000). This minimum shareholding guideline is
approximately a year’s base fee (net of tax) and is to be purchased over a three-year period. The
valuation is based on the value of the securities at the time of purchase.

34

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Remuneration Report - continued

5. Non-Executive Director remuneration continued

5.
Non-Executive Director remunerationcontinued
2021 2020
Summaryof fee frameworkper annum $ $
Board
Chair 393,600 393,600
Member 157,590 157,590
Audit Risk and Compliance Committee
Chair 42,025 42,025
Member 21,010 21,010
Remuneration and Human Resources Committee
Chair 31,515 31,515
Member 15,755 15,755
Nomination Committee
Chair 3,150 3,150
Member 3,150 3,150
Investment Committee
Chair 15,755 15,755
Member 10,505 10,505
2021 fees 2020 fees
Non-Executive Director remuneration $ $
Non-Executive Directors
D Clarke 393,600 393,600
A Brennan1 189,998 210,115
P Garling 192,250 192,250
K Moses2 203,554 199,615
D Ross3 196,421 187,000
G Paramor4 187,791 189,105
Jacqueline Chow5 65,454
Total 1,429,068 1,371,685

1 Anne Brennan retired from the Board effective 31 May 2021.

2 Karen Moses was appointed as a member to the Remuneration and Human Resources Committee effective 1 April 2021 and the Nomination Committee effective 1 July 2021, in addition to her current committee memberships.

3 David Ross was appointed the Chair of the Remuneration and Human Resources Committee and a member to the Audit, Risk and Compliance Committee effective 26 March 2021 and 1 April 2021 respectively, in addition to his current committee memberships, and retired from the Nomination Committee effective 1 July 2021.

4 Greg Paramor retired from the Audit, Risk and Compliance Committee and was appointed as a member to the Remuneration and Human Resources Committee effective 1 April 2021, in addition to his current committee memberships.

5 Jacqueline Chow was appointed to the Board and as a member to the Audit, Risk and Compliance Committee effective 17 February 2021.

35

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Remuneration Report

6. Appendix – further detail

6.1 Securityholdings

Key management personnel securityholdings

Opening Stapled Rights and
Stapled
Closing
balance at securities options
securities
balance at
Name 30 Jun 2020 acquired exercised
sold
30 Jun 2021
Directors of Charter Hall Limited
Ordinary stapled securities
D Clarke 45,875 45,875
A Brennan1 30,000
P Garling 16,759 1,592 18,351
K Moses 23,137 23,137
D Ross 10,000 10,000
G Paramor 14,300 14,300
J Chow2 500 500
Managing Director
D Harrison 1,378,977 70,000 377,764 (413,278) 1,413,463
Other Reported Executives
S McMahon 261,530 134,779 (84,016) 312,293
R Proutt 69,979 169,272 (61,091) 178,160

1 Anne Brennan retired from the Board on 31 May 2021

2 Jacqueline Chow was appointed to the Board on 17 February 2021

6.2 Performance Rights and Option Plan details

Performance rights and service rights outstanding under the PROP

Performance rights

Financialyear ofgrant Securities Exerciseprice Vestingconditions
2019 979,346 Nil OEPS and relative performance criteria
2020 698,325 Nil OEPS and relative performance criteria
2021 838,798 Nil OEPS and relativeperformance criteria
Total performance rights outstanding 2,516,469
Service rights
Financialyear ofgrant Securities Exerciseprice Vestingconditions
2019 387,596 Nil Service conditions
2020 89,448 Nil Service conditions - Deferred STI
2020 260,000 Nil Service conditions
2021 219,856 Nil Service conditions - Deferred STI
2021 672,282 Nil Voluntary Deferred STI
2021 100,000 Nil Service conditions
Totalservicerightsissued 1,729,182

36

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Remuneration Report - audited continued

6. Appendix – further detail continued

Valuation model

The Black-Scholes-Merton methodology which discounts for dividends/distributions foregone is used for allocation purposes for all rights and accounting purposes for non-market based performance rights. The Monte Carlo method is used for accounting purposes for market based performance rights. The accounting value determined using a Monte Carlo simulation valuation is in accordance with AASB 2.

Reported Executive rights – details by plan

Rights Fair value
Rights vested and Rights Fair value to be
Rights held granted exercised forfeited Rights held per right expensed
at 30 June during during during at 30 June Grant at grant Vesting in future
Type of equity 2020 theyear theyear theyear 2021 date date($) date years ($)1
Managing Director
D Harrison
LTI Performance Rights 294,664 - 294,664 - 23-Nov-17 2.65 31-Aug-20
LTI Performance Rights 304,238 - - 304,238 28-Nov-18 5.09 31-Aug-21 81,534
LTI Performance Rights 113,706 - - - 113,706 25-Nov-19 7.10 31-Aug-22 297,012
LTI Performance Rights 113,705 - - - 113,705 25-Nov-19 7.01 31-Aug-23 413,711
LTI Performance Rights - 265,737 - - 265,737 26-Nov-20 10.33 31-Aug-24 2,084,374
STI Deferred Service Rights 49,120 - 49,120 - 28-Nov-18 6.54 31-Aug-20 -
STI Deferred Service Rights 33,980 - 33,980 - 25-Nov-19 10.44 31-Aug-20 -
STI Deferred Service Rights 33,980 - - - 33,980 25-Nov-19 10.11 31-Aug-21 -
STI Deferred Service Rights - 40,461 - - 40,461 26-Nov-20 12.85 31-Aug-21 -
STI Deferred Service Rights - 40,461 - - 40,461 26-Nov-20 12.51 31-Aug-22 -
STI Deferred Service Rights - 84,918 - - 84,918 15-Sep-20 11.37 31-Aug-23 -
STI Deferred ServiceRights - 91,263 - - 91,263 15-Sep-20 10.73 31-Aug-25 -
Other Reported Executives
S McMahon
LTI Performance Rights 100,763 - 100,763 - 23-Nov-17 2.65 31-Aug-20
LTI Performance Rights 98,287 - - - 98,287 28-Nov-18 5.09 31-Aug-21 26,340
LTI Performance Rights 33,917 - - 33,917 25-Nov-19 7.10 31-Aug-22 88,596
LTI Performance Rights 33,916 - - 33,916 25-Nov-19 7.01 31-Aug-23 123,401
LTI Performance Rights - 79,264 - - 79,264 26-Nov-20 10.33 31-Aug-24 621,727
STI Deferred Service Rights 19,854 - 19,854 - 28-Nov-18 6.54 31-Aug-20 -
STI Deferred Service Rights 14,162 - 14,162 - 25-Nov-19 10.44 31-Aug-20 -
STI Deferred Service Rights 14,161 - - 14,161 25-Nov-19 10.11 31-Aug-21 -
STI Deferred Service Rights - 19,396 - - 19,396 26-Nov-20 12.85 31-Aug-21 -
STI Deferred Service Rights - 19,396 - - 19,396 26-Nov-20 12.51 31-Aug-22 -
STI Deferred Service Rights - 40,708 - - 40,708 15-Sep-20 11.37 31-Aug-23 -
R Proutt
LTI Performance Rights 108,181 - 108,181 - 23-Nov-17 2.65 31-Aug-20
LTI Performance Rights 104,689 - - - 104,689 28-Nov-18 5.09 31-Aug-21 28,056
LTI Performance Rights 35,633 - - - 35,633 25-Nov-19 7.10 31-Aug-22 93,078
LTI Performance Rights 35,633 - - - 35,633 25-Nov-19 7.01 31-Aug-23 129,650
LTI Performance Rights - 83,276 - - 83,276 26-Nov-20 10.33 31-Aug-24 653,196
LTI Service Rights 31,489 - 31,489 - 23-Nov-17 5.41 20-Jul-20 -
STI Deferred Service Rights 17,095 - 17,095 - 28-Nov-18 6.54 31-Aug-20 -
STI Deferred Service Rights 12,507 - 12,507 - 25-Nov-19 10.44 31-Aug-20 -
STI Deferred Service Rights 12,506 - - - 12,506 25-Nov-19 10.11 31-Aug-21 -
STI Deferred Service Rights - 17,290 - - 17,290 26-Nov-20 12.85 31-Aug-21 -
STI Deferred Service Rights - 17,290 - - 17,290 26-Nov-20 12.51 31-Aug-22 -
STI Deferred Service Rights - 36,288 - - 36,288 15-Sep-20 11.37 31-Aug-23 -
STI Deferred Service Rights - 38,999 - - 38,999 15-Sep-20 10.73 31-Aug-25 -

1 The maximum value of the grants yet to vest is the fair value amount at the grant date yet to be reflected in the Group's consolidated income statement. The minimum future value is $nil as the future performance and service conditions may not be met.

6.3 Other Transactions with KMP

There were no loans made, guaranteed or secured, directly or indirectly, by the Company and any of its subsidiaries to KMP or their related parties during the year. There were no other transactions between the Company or any of its subsidiaries and any KMP or their related parties during the year.

37

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Directors’ report – continued

Indemnification and insurance of directors, officers and auditor

During the year, the Charter Hall Group contributed to the premium for a contract insuring all directors, secretaries, executive officers and officers of the Charter Hall Group and of each related body corporate of the Group, with the balance of the premium paid by funds managed by members of the Charter Hall Group. The insurance does not provide any cover for the independent auditor of the Charter Hall Group or of a related party of the Charter Hall Group. In accordance with usual commercial practice, the insurance contract prohibits disclosure of details of the nature of the liabilities covered by the insurance, the limit of indemnity and the amount of the premium paid under the contract.

So long as the officers of the Responsible Entity act in accordance with the Charter Hall Property Trust’s constitution and the Corporations Act 2001, the officers are indemnified out of the assets of the Charter Hall Property Trust against losses incurred while acting on behalf of the Charter Hall Property Trust. The Charter Hall Group indemnifies the auditor (PricewaterhouseCoopers Australia) against any liability (including legal costs) for third party claims arising from a breach by the Charter Hall Group of the auditor’s engagement terms, except where prohibited by the Corporations Act 2001.

Non-audit services

The Company may decide to employ the auditor on assignments additional to its statutory audit duties where the auditor's expertise and experience with the Group are important.

Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers) for non-audit services provided during the year are set out below.

The Board of Directors has considered the position and, in accordance with the advice received from the Audit, Risk and Compliance Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

  • all non-audit services have been reviewed by the Audit, Risk and Compliance Committee to ensure they do not impact the impartiality and objectivity of the auditor; and

  • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants .

During the year, the following fees were paid or payable for non-audit services provided by the auditor and its related practices by the Charter Hall Group and Charter Hall Property Trust Group:

Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
$
$ $
$
PricewaterhouseCoopers – Australian Firm
Taxation services
9,300
98,800

9,100
PricewaterhouseCoopers – New Zealand Firm
Taxation services for DLWF
1,472
5,944
1,472
5,944
Total remuneration for taxation services
10,772
104,744
1,472
15,044
Advisory services
PricewaterhouseCoopers Australian firm
Accountingadvice

60,000


Total remuneration for advisory services

60,000


Total remuneration for non-audit services
10,772
164,744
1,472
15,044
Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
$
$ $
$
PricewaterhouseCoopers – Australian Firm
Taxation services
9,300
98,800

9,100
PricewaterhouseCoopers – New Zealand Firm
Taxation services for DLWF
1,472
5,944
1,472
5,944
Total remuneration for taxation services
10,772
104,744
1,472
15,044
Advisory services
PricewaterhouseCoopers Australian firm
Accountingadvice

60,000


Total remuneration for advisory services

60,000


Total remuneration for non-audit services
10,772
164,744
1,472
15,044
PricewaterhouseCoopers – Australian Firm
Taxation services
9,300
98,800
PricewaterhouseCoopers – New Zealand Firm
Taxation services for DLWF
1,472
5,944

9,100
1,472
5,944
Total remuneration for taxation services
10,772
104,744
1,472
15,044
Advisory services
PricewaterhouseCoopers Australian firm
Accountingadvice

60,000

Total remuneration for advisory services

60,000

Total remuneration for non-audit services
10,772
164,744
1,472
15,044

38

Charter Hall Group Directors' Report 2021

Directors’ report

For the year ended 30 June 2021

Environmental regulation

The Charter Hall Group recognises that sustainability is more than protecting the natural environment; it is about responding to the needs of our customers, achieving our long-term commercial goals and working in partnership with our stakeholders to improve environmental and social outcomes. Our Group Sustainability Policy outlines our commitments to achieving a leading role in a sustainable future and can be found at: https://www.charterhall.com.au/About-Us/corporategovernance/corporate-governance-charter-hall-group.

The Group has processes in place to comply with applicable environmental standards and regulations. The Group reports its greenhouse gas emissions and energy use on an annual basis under the National Greenhouse and Energy Reporting Act 2007. The Group is actively addressing and managing environmental impacts to achieve the following commitments:

Tax Governance Statement

Charter Hall Group has adopted the Board of Taxation's Tax Transparency Code (TTC) at 30 June 2017. As part of the TTC, Charter Hall has published a Tax Governance Statement (TGS) which details Charter Hall Group’s corporate structure and tax corporate governance systems. Charter Hall Group’s TGS can be found on our website at www.charterhall.com.au.

Proceedings on behalf of the Company

Section 237 of the Corporations Act 2001 allows for a person to apply to the Court to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, in certain circumstances.

No person has made such an application and no proceedings have been brought or intervened in on behalf of the Company with the Court under this section.

  • Net Zero Scope 1 and 2 emissions by 2030

  • 50% diversion of waste from landfill by 2025

  • 4.5 Star National Australian Built Environment Rating System (NABERS) Water weighted average portfolio rating for Office and Retail by 2030

  • 5 Star NABERS Energy weighted average portfolio rating for Office by 2025

  • 4.5 Star NABERS Energy weighted average portfolio rating for Retail by 2025

Charter Hall actively benchmarks our environmental performance through Green Star Performance, WELL portfolio and NABERS.

Charter Hall voluntarily reports annually to international organisations, such as the United Nations Principles for Responsible Investment (PRI), Dow Jones Sustainability Index (DJSI), and Global Real Estate Sustainability Benchmark (GRESB). This year we submitted the Annual Transparency Report to the PRI, responded to the DJSI Reports for the CHC, CQR and CLW Funds, GRESB Real Estate Asset Reports for CQR, RP1, RP2, RP6, CPOF, DOF, CHOT, PFA, BSWF,CHAIT, CCT, DIF4, DVP, CLW, CHPIP, CPIF, CPRF, CLP, DLWF and LWHP and GRESB Public Disclosure Statements for CLW, CQR, CHC, and CQE.

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 40.

Rounding of amounts

The Company and the Trust is of a kind referred to in ASIC Corporations Instrument (Rounding in Financial/Directors’ Reports) 2016/191, relating to the ‘rounding off’ of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that instrument to the nearest hundred thousand dollars, or in certain cases, to the nearest dollar.

Directors’ authorisation

The Directors’ Report is made in accordance with a resolution of the Directors. The Financial Statements were authorised for issue by the Directors on 23 August 2021. The Directors have the power to amend and re-issue the Financial Statements.

Labour practices

Charter Hall Group became a signatory to the UN Global Compact on 8 March 2019. The Human Rights Policy and the Charter Hall Supplier Code of Conduct can be found at https://www.charterhall.com.au/About-Us/corporategovernance/corporate-governance-charter-hall-group and outline our commitment to manage our operations in line with the UN Guiding Principles, the UN Global Compact and international and Australian Modern Slavery legislation, which reflects both our business needs and the expectations of our customers and key stakeholders.

==> picture [82 x 36] intentionally omitted <==

David Clarke Chair Sydney 23 August 2021

39

Charter Hall Group Financial Report 2021

Auditor’s independence declaration

==> picture [77 x 59] intentionally omitted <==

Auditor’s Independence Declaration

As lead auditor for the audit of Charter Hall Limited and its controlled entities and Charter Hall Property Trust and its controlled entities (together “Charter Hall Group”) and Charter Hall Property Trust and its controlled entities (together “Charter Hall Property Trust Group”) for the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been:

  • (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  • (b) no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Charter Hall Limited and the entities it controlled during the period and Charter Hall Property Trust and the entities it controlled during the period.

==> picture [72 x 38] intentionally omitted <==

E A Barron Sydney Partner 23 August 2021 PricewaterhouseCoopers

One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au

Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au

PricewaterhouseCoopers, ABN 52 780 433 757

Liability limited by a scheme approved under Professional Standards Legislation.

40

Charter Hall Group Financial Report 2021

Consolidated statements of comprehensive income

For the year ended 30 June 2021

Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
Note
$'m
$'m
$'m
$'m
Income
Revenue
4
668.0
553.8
26.7
31.1
Share of net profit from equity accounted investments
method
2,3
314.0
162.3
297.1
145.0
Net gain on sale of investments
0.4
15.5
0.4
15.5
Other net fair value adjustments
29.0

29.0

Total income
1,011.4
731.6
353.2
191.6
Expenses
Employee costs
5
(148.0)
(152.3)


Development costs
(245.5)
(66.1)


Administration and other expenses
5
(31.0)
(29.3)
(7.4)
(6.2)
Finance costs
(9.9)
(14.5)
(9.6)
(13.5)
Depreciation, amortisation and impairment
5
(16.2)
(31.1)
(6.9)
(13.6)
Fair value losses from derivative financial instruments

(2.8)

(2.8)
Other net losses
(2.6)
(8.8)

(8.8)
Total expenses
(453.2)
(304.9)
(23.9)
(44.9)
Profit before tax
558.2
426.7
329.3
146.7
Income tax expense
6
(62.6)
(78.6)


Profit for the year
495.6
348.1
329.3
146.7
Profit for the year attributable to:
Equity holders of Charter Hall Limited
166.3
201.4


Equity holders of Charter Hall Property Trust
(non-controllinginterest)
310.5
144.5
310.5
144.5
Profit attributable to stapled securityholders of
Charter Hall Group
476.8
345.9
310.5
144.5
Net profit attributable to Charter Hall Direct Long WALE Fund
(non-controllinginterest)
19
18.8
2.2
18.8
2.2
Profit for the year
495.6
348.1
329.3
146.7
Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
Note
$'m
$'m
$'m
$'m
Income
Revenue
4
668.0
553.8
26.7
31.1
Share of net profit from equity accounted investments
method
2,3
314.0
162.3
297.1
145.0
Net gain on sale of investments
0.4
15.5
0.4
15.5
Other net fair value adjustments
29.0

29.0

Total income
1,011.4
731.6
353.2
191.6
Expenses
Employee costs
5
(148.0)
(152.3)


Development costs
(245.5)
(66.1)


Administration and other expenses
5
(31.0)
(29.3)
(7.4)
(6.2)
Finance costs
(9.9)
(14.5)
(9.6)
(13.5)
Depreciation, amortisation and impairment
5
(16.2)
(31.1)
(6.9)
(13.6)
Fair value losses from derivative financial instruments

(2.8)

(2.8)
Other net losses
(2.6)
(8.8)

(8.8)
Total expenses
(453.2)
(304.9)
(23.9)
(44.9)
Profit before tax
558.2
426.7
329.3
146.7
Income tax expense
6
(62.6)
(78.6)


Profit for the year
495.6
348.1
329.3
146.7
Profit for the year attributable to:
Equity holders of Charter Hall Limited
166.3
201.4


Equity holders of Charter Hall Property Trust
(non-controllinginterest)
310.5
144.5
310.5
144.5
Profit attributable to stapled securityholders of
Charter Hall Group
476.8
345.9
310.5
144.5
Net profit attributable to Charter Hall Direct Long WALE Fund
(non-controllinginterest)
19
18.8
2.2
18.8
2.2
Profit for the year
495.6
348.1
329.3
146.7
Income
Revenue
4
668.0
553.8
Share of net profit from equity accounted investments
method
2,3
314.0
162.3
Net gain on sale of investments
0.4
15.5
Other net fair value adjustments
29.0
26.7
31.1
297.1
145.0
0.4
15.5
29.0
Total income
1,011.4
731.6
353.2
191.6
Expenses
Employee costs
5
(148.0)
(152.3)
Development costs
(245.5)
(66.1)
Administration and other expenses
5
(31.0)
(29.3)
Finance costs
(9.9)
(14.5)
Depreciation, amortisation and impairment
5
(16.2)
(31.1)
Fair value losses from derivative financial instruments

(2.8)
Other net losses
(2.6)
(8.8)


(7.4)
(6.2)
(9.6)
(13.5)
(6.9)
(13.6)

(2.8)

(8.8)
Total expenses
(453.2)
(304.9)
(23.9)
(44.9)
Profit before tax
558.2
426.7
Income tax expense
6
(62.6)
(78.6)
329.3
146.7

Profit for the year
495.6
348.1
329.3
146.7
Profit for the year attributable to:
Equity holders of Charter Hall Limited
166.3
201.4
Equity holders of Charter Hall Property Trust
(non-controllinginterest)
310.5
144.5

310.5
144.5
Profit attributable to stapled securityholders of
Charter Hall Group
476.8
345.9
Net profit attributable to Charter Hall Direct Long WALE Fund
(non-controllinginterest)
19
18.8
2.2
310.5
144.5
18.8
2.2
Profit for the year
495.6
348.1
329.3
146.7

41

Charter Hall Group Financial Report 2021

Consolidated statements of comprehensive income continued

For the year ended 30 June 2021

Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
Note
$'m
$'m
$'m
$'m
Profit for the year
495.6
348.1
329.3
146.7
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
0.1
(0.2)
0.1
(0.1)
Changes in the fair value of cash flow hedges
(4.4)
1.5
(4.4)
1.5
Equityaccounted fair value movements

(1.3)

(1.3)
Other comprehensive income/(loss) for the year
(4.3)

(4.3)
0.1
Total comprehensive income for the year
491.3
348.1
325.0
146.8
Total comprehensive income for the year is attributable to:
Equity holders of Charter Hall Limited
166.3
201.3


Equity holders of Charter Hall Property Trust
(non-controlling interest)
306.2
144.6
306.2
144.6
Total comprehensive income attributable to stapled
securityholders of Charter Hall Group
472.5
345.9
306.2
144.6
Total comprehensive income attributable to Charter Hall Direct
LongWALE Fund(non-controllinginterest)
19
18.8
2.2
18.8
2.2
Total comprehensive income for the year
491.3
348.1
325.0
146.8
Basic earnings per security (cents) attributable to:
Equity holders of Charter Hall Limited
35.7
43.3
n/a
n/a
Equity holders of Charter Hall Property Trust
(non-controllinginterest)
66.7
31.0
66.7
31.0
Basic earnings per stapled security (cents) attributable to
stapled securityholders of Charter Hall Group
8(a)
102.4
74.3
n/a
n/a
Diluted earnings per security (cents) attributable to:
Equity holders of Charter Hall Limited
35.4
42.9
n/a
n/a
Equity holders of Charter Hall Property Trust
(non-controllinginterest)
66.1
30.8
66.1
30.8
Diluted earnings per stapled security (cents) attributable to
stapled securityholders of Charter Hall Group
8(b)
101.5
73.7
n/a
n/a
Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
Note
$'m
$'m
$'m
$'m
Profit for the year
495.6
348.1
329.3
146.7
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
0.1
(0.2)
0.1
(0.1)
Changes in the fair value of cash flow hedges
(4.4)
1.5
(4.4)
1.5
Equityaccounted fair value movements

(1.3)

(1.3)
Other comprehensive income/(loss) for the year
(4.3)

(4.3)
0.1
Total comprehensive income for the year
491.3
348.1
325.0
146.8
Total comprehensive income for the year is attributable to:
Equity holders of Charter Hall Limited
166.3
201.3


Equity holders of Charter Hall Property Trust
(non-controlling interest)
306.2
144.6
306.2
144.6
Total comprehensive income attributable to stapled
securityholders of Charter Hall Group
472.5
345.9
306.2
144.6
Total comprehensive income attributable to Charter Hall Direct
LongWALE Fund(non-controllinginterest)
19
18.8
2.2
18.8
2.2
Total comprehensive income for the year
491.3
348.1
325.0
146.8
Basic earnings per security (cents) attributable to:
Equity holders of Charter Hall Limited
35.7
43.3
n/a
n/a
Equity holders of Charter Hall Property Trust
(non-controllinginterest)
66.7
31.0
66.7
31.0
Basic earnings per stapled security (cents) attributable to
stapled securityholders of Charter Hall Group
8(a)
102.4
74.3
n/a
n/a
Diluted earnings per security (cents) attributable to:
Equity holders of Charter Hall Limited
35.4
42.9
n/a
n/a
Equity holders of Charter Hall Property Trust
(non-controllinginterest)
66.1
30.8
66.1
30.8
Diluted earnings per stapled security (cents) attributable to
stapled securityholders of Charter Hall Group
8(b)
101.5
73.7
n/a
n/a
Profit for the year
495.6
348.1
329.3
146.7
Other comprehensive income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
0.1
(0.2)
Changes in the fair value of cash flow hedges
(4.4)
1.5
Equityaccounted fair value movements

(1.3)
0.1
(0.1)
(4.4)
1.5

(1.3)
Other comprehensive income/(loss) for the year
(4.3)
(4.3)
0.1
Total comprehensive income for the year
491.3
348.1
325.0
146.8
Total comprehensive income for the year is attributable to:
Equity holders of Charter Hall Limited
166.3
201.3
Equity holders of Charter Hall Property Trust
(non-controlling interest)
306.2
144.6

306.2
144.6
Total comprehensive income attributable to stapled
securityholders of Charter Hall Group
472.5
345.9
Total comprehensive income attributable to Charter Hall Direct
LongWALE Fund(non-controllinginterest)
19
18.8
2.2
306.2
144.6
18.8
2.2
Total comprehensive income for the year
491.3
348.1
325.0
146.8
Basic earnings per security (cents) attributable to:
Equity holders of Charter Hall Limited
35.7
43.3
Equity holders of Charter Hall Property Trust
(non-controllinginterest)
66.7
31.0
n/a
n/a
66.7
31.0
Basic earnings per stapled security (cents) attributable to
stapled securityholders of Charter Hall Group
8(a)
102.4
74.3
n/a
n/a
Diluted earnings per security (cents) attributable to:
Equity holders of Charter Hall Limited
35.4
42.9
Equity holders of Charter Hall Property Trust
(non-controllinginterest)
66.1
30.8
n/a
n/a
66.1
30.8
Diluted earnings per stapled security (cents) attributable to
stapled securityholders of Charter Hall Group
8(b)
101.5
73.7
n/a
n/a

The above consolidated statements of comprehensive income should be read in conjunction with the accompanying notes.

42

Charter Hall Group Financial Report 2021

Consolidated balance sheets

As at 30 June 2021

Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
Note
$'m
$'m
$'m
$'m
Assets
Current assets
Cash and cash equivalents
351.9
238.9
71.3
12.7
Receivables and other assets
9
119.3
79.3
42.9
36.6
Development assets
0.4



Derivative financial instruments
16
4.4
3.6
4.4
3.6
Assets classified as held for sale
10
23.1

23.1

Total current assets
499.1
321.8
141.7
52.9
Non-current assets
Receivables and other assets
9
5.9
12.3
12.3

Derivative financial instruments
16
30.5
70.0
30.5
70.0
Financial assets at fair value through profit or loss

101.2

101.2
Investments in associates at fair value through profit or loss
2
46.2
25.9
46.2
25.9
Development assets
49.8
29.6


Investments accounted for using the equity method
2,3
2,321.6
1,875.4
2,234.6
1,793.5
Investment properties
11
193.2
173.8
193.2
173.8
Intangible assets
12
114.7
118.9


Property, plant and equipment
14.4
20.8


Right-of-use assets
9.3
8.5


Deferred tax assets
13

1.5


Total non-current assets
2,785.6
2,437.9
2,516.8
2,164.4
Total assets
3,284.7
2,759.7
2,658.5
2,217.3
Liabilities
Current liabilities
Trade and other liabilities
14
170.4
150.1
66.0
43.0
Development liabilities
1.4



Current tax liabilities
17.6
38.9


Borrowings
15

15.9


Lease liabilities
4.5
4.0


Derivative financial instruments
16

0.1

0.1
Total current liabilities
193.9
209.0
66.0
43.1
Non-current liabilities
Trade and other liabilities
14
3.8
3.8

20.6
Derivative financial instruments
16

7.7

7.7
Borrowings
15
549.2
364.2
549.2
364.2
Lease liabilities
10.7
11.1


Deferred tax liabilities
13
18.3
18.2


Total non-current liabilities
582.0
405.0
549.2
392.5
Total liabilities
775.9
614.0
615.2
435.6
Net assets
2,508.8
2,145.7
2,043.3
1,781.7
Equity
Equity holders of Charter Hall Limited
Contributed equity
17(a)
290.8
289.1


Reserves
18
(24.4)
(33.3)


Accumulatedprofit
199.1
108.2


Parent entity interest
465.5
364.0


Equity holders of Charter Hall Property Trust
Contributed equity
17(a)
1,426.0
1,436.8
1,426.0
1,436.8
Reserves
18
(1.5)
2.8
(1.5)
2.8
Accumulatedprofit
481.3
276.6
481.3
276.6
Equity holders of Charter Hall Property Trust
(non-controlling interest)
1,905.8
1,716.2
1,905.8
1,716.2
Non-controlling interest in Charter Hall Direct Long WALE Fund
19
137.5
65.5
137.5
65.5
Total equity
2,508.8
2,145.7
2,043.3
1,781.7
Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
Note
$'m
$'m
$'m
$'m
Assets
Current assets
Cash and cash equivalents
351.9
238.9
71.3
12.7
Receivables and other assets
9
119.3
79.3
42.9
36.6
Development assets
0.4



Derivative financial instruments
16
4.4
3.6
4.4
3.6
Assets classified as held for sale
10
23.1

23.1

Total current assets
499.1
321.8
141.7
52.9
Non-current assets
Receivables and other assets
9
5.9
12.3
12.3

Derivative financial instruments
16
30.5
70.0
30.5
70.0
Financial assets at fair value through profit or loss

101.2

101.2
Investments in associates at fair value through profit or loss
2
46.2
25.9
46.2
25.9
Development assets
49.8
29.6


Investments accounted for using the equity method
2,3
2,321.6
1,875.4
2,234.6
1,793.5
Investment properties
11
193.2
173.8
193.2
173.8
Intangible assets
12
114.7
118.9


Property, plant and equipment
14.4
20.8


Right-of-use assets
9.3
8.5


Deferred tax assets
13

1.5


Total non-current assets
2,785.6
2,437.9
2,516.8
2,164.4
Total assets
3,284.7
2,759.7
2,658.5
2,217.3
Liabilities
Current liabilities
Trade and other liabilities
14
170.4
150.1
66.0
43.0
Development liabilities
1.4



Current tax liabilities
17.6
38.9


Borrowings
15

15.9


Lease liabilities
4.5
4.0


Derivative financial instruments
16

0.1

0.1
Total current liabilities
193.9
209.0
66.0
43.1
Non-current liabilities
Trade and other liabilities
14
3.8
3.8

20.6
Derivative financial instruments
16

7.7

7.7
Borrowings
15
549.2
364.2
549.2
364.2
Lease liabilities
10.7
11.1


Deferred tax liabilities
13
18.3
18.2


Total non-current liabilities
582.0
405.0
549.2
392.5
Total liabilities
775.9
614.0
615.2
435.6
Net assets
2,508.8
2,145.7
2,043.3
1,781.7
Equity
Equity holders of Charter Hall Limited
Contributed equity
17(a)
290.8
289.1


Reserves
18
(24.4)
(33.3)


Accumulatedprofit
199.1
108.2


Parent entity interest
465.5
364.0


Equity holders of Charter Hall Property Trust
Contributed equity
17(a)
1,426.0
1,436.8
1,426.0
1,436.8
Reserves
18
(1.5)
2.8
(1.5)
2.8
Accumulatedprofit
481.3
276.6
481.3
276.6
Equity holders of Charter Hall Property Trust
(non-controlling interest)
1,905.8
1,716.2
1,905.8
1,716.2
Non-controlling interest in Charter Hall Direct Long WALE Fund
19
137.5
65.5
137.5
65.5
Total equity
2,508.8
2,145.7
2,043.3
1,781.7
Assets
Current assets
Cash and cash equivalents
351.9
238.9
Receivables and other assets
9
119.3
79.3
Development assets
0.4

Derivative financial instruments
16
4.4
3.6
Assets classified as held for sale
10
23.1
71.3
12.7
42.9
36.6

4.4
3.6
23.1
Total current assets
499.1
321.8
141.7
52.9
Non-current assets
Receivables and other assets
9
5.9
12.3
Derivative financial instruments
16
30.5
70.0
Financial assets at fair value through profit or loss

101.2
Investments in associates at fair value through profit or loss
2
46.2
25.9
Development assets
49.8
29.6
Investments accounted for using the equity method
2,3
2,321.6
1,875.4
Investment properties
11
193.2
173.8
Intangible assets
12
114.7
118.9
Property, plant and equipment
14.4
20.8
Right-of-use assets
9.3
8.5
Deferred tax assets
13

1.5
12.3
30.5
70.0

101.2
46.2
25.9

2,234.6
1,793.5
193.2
173.8




Total non-current assets
2,785.6
2,437.9
2,516.8
2,164.4
Total assets
3,284.7
2,759.7
2,658.5
2,217.3
Liabilities
Current liabilities
Trade and other liabilities
14
170.4
150.1
Development liabilities
1.4

Current tax liabilities
17.6
38.9
Borrowings
15

15.9
Lease liabilities
4.5
4.0
Derivative financial instruments
16

0.1
66.0
43.0





0.1
Total current liabilities
193.9
209.0
66.0
43.1
Non-current liabilities
Trade and other liabilities
14
3.8
3.8
Derivative financial instruments
16

7.7
Borrowings
15
549.2
364.2
Lease liabilities
10.7
11.1
Deferred tax liabilities
13
18.3
18.2

20.6

7.7
549.2
364.2


Total non-current liabilities
582.0
405.0
549.2
392.5
Total liabilities
775.9
614.0
615.2
435.6
Net assets
2,508.8
2,145.7
2,043.3
1,781.7
Equity
Equity holders of Charter Hall Limited
Contributed equity
17(a)
290.8
289.1
Reserves
18
(24.4)
(33.3)
Accumulatedprofit
199.1
108.2



Parent entity interest
465.5
364.0

Equity holders of Charter Hall Property Trust
Contributed equity
17(a)
1,426.0
1,436.8
Reserves
18
(1.5)
2.8
Accumulatedprofit
481.3
276.6
1,426.0
1,436.8
(1.5)
2.8
481.3
276.6
Equity holders of Charter Hall Property Trust
(non-controlling interest)
1,905.8
1,716.2
1,905.8
1,716.2
Non-controlling interest in Charter Hall Direct Long WALE Fund
19
137.5
65.5
137.5
65.5
Total equity
2,508.8
2,145.7
2,043.3
1,781.7

The above consolidated balance sheets should be read in conjunction with the accompanying notes.

43

Charter Hall Group Financial Report 2021

Consolidated statement of changes in equity – Charter Hall Group

For the year ended 30 June 2021

Attributable to Attributable to the owners of Charter Hall
Charter Hall Limited Group
Non-
Contributed Accumulated controlling Total
equity Reserves profit/(losses) Total interest equity
Note $'m $'m $'m $'m $'m $'m
Balance at 1 July 2019 286.7 (34.8) (11.0) 240.9 1,719.0 1,959.9
Change in accounting policy (0.7) (0.7) (0.7)
Adjusted balance at 1 July 2019 286.7 (34.8) (11.7) 240.2 1,719.0 1,959.2
Profit for the year 201.4 201.4 146.7 348.1
Other comprehensive income/(loss) (0.1) (0.1) 0.1
Total comprehensive income/(loss) (0.1) 201.4 201.3 146.8 348.1
Transactions with equity holders in their
capacity as equity holders:
Contributions of equity, net of issue costs 17.1 17.1
Buyback and issuance of securities for
exercised performance rights (1.6) (6.7) (8.3) (11.7) (20.0)
Tax recognised direct to equity 6(c) 4.0 (3.5) 0.5 0.5
Transfer due to deferred compensation payable
in service rights 2.1 2.1 2.1
Security-based benefit expense 9.7 9.7 9.7
Dividend/distribution provided for or paid 7 (81.5) (81.5) (89.1) (170.6)
Transactions with non-controllinginterests (0.4) (0.4)
2.4 1.6 (81.5) (77.5) (84.1) (161.6)
Balance at 30 June 2020 289.1 (33.3) 108.2 364.0 1,781.7 2,145.7
Balance at 1 July 2020 289.1 (33.3) 108.2 364.0 1,781.7 2,145.7
Change in accounting policy 33(a) (4.8) (4.8) (4.8)
Adjusted balance at 1July 2020 289.1 (33.3) 103.4 359.2 1,781.7 2,140.9
Profit for the year 166.3 166.3 329.3 495.6
Other comprehensive loss (4.3) (4.3)
Total comprehensive income 166.3 166.3 325.0 491.3
Transactions with equity holders in their
capacity as equity holders:
Contributions of equity, net of issue costs 58.6 58.6
Buyback and issuance of securities for
exercised performance rights (2.3) (7.3) (9.6) (10.8) (20.4)
Tax recognised direct to equity 6(c) 4.0 1.2 5.2 5.2
Transfer due to deferred compensation payable
in service rights 8.0 8.0 8.0
Security-based benefit expense 7.0 7.0 7.0
Dividend/distribution provided for or paid 7 (70.6) (70.6) (110.8) (181.4)
Transactions with non-controllinginterests (0.4) (0.4)
1.7 8.9 (70.6) (60.0) (63.4) (123.4)
Balance at 30 June 2021 290.8 (24.4) 199.1 465.5 2,043.3 2,508.8

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

44

Charter Hall Group Financial Report 2021

Consolidated statement of changes in equity – Charter Hall Property Trust Group

For the year ended 30 June 2021

Attributable to the owners of the Charter Hall Property Trust Group

Non- Non-
Contributed Accumulated controlling Total
equity Reserves profit/(losses) Total interest equity
Note $'m $'m $'m $'m $'m $'m
Balance at 1 July 2019 1,448.5 3.2 217.0 1,668.7 50.3 1,719.0
Profit for the year 144.5 144.5 2.2 146.7
Other comprehensive income 0.1 0.1 0.1
Total comprehensive income 0.1 144.5 144.6 2.2 146.8
Transactions with equity holders in their
capacity as equity holders:
Contributions of equity, net of issue costs 17(b) 17.1 17.1
Buyback and issuance of securities for
exercised performance rights (11.7) (11.7) (11.7)
Dividend/distribution provided for or paid 7 (84.9) (84.9) (4.2) (89.1)
Transactions with non-controllinginterests (0.5) (0.5) 0.1 (0.4)
(11.7) (0.5) (84.9) (97.1) 13.0 (84.1)
Balance at 30 June 2020 1,436.8 2.8 276.6 1,716.2 65.5 1,781.7
Balance at 1 July 2020 1,436.8 2.8 276.6 1,716.2 65.5 1,781.7
Profit for the year 310.5 310.5 18.8 329.3
Other comprehensive loss (4.3) (4.3) (4.3)
Total comprehensive income/(loss) (4.3) 310.5 306.2 18.8 325.0
Transactions with equity holders in their
capacity as equity holders:
Contributions of equity, net of issue costs 58.6 58.6
Buyback and issuance of securities for
exercised performance rights (10.8) (10.8) (10.8)
Dividend/distribution provided for or paid 7 (105.8) (105.8) (5.0) (110.8)
Transactions with non-controllinginterests (0.4) (0.4)
(10.8) (105.8) (116.6) 53.2 (63.4)
Balance at 30 June 2021 1,426.0 (1.5) 481.3 1,905.8 137.5 2,043.3

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

45

Charter Hall Group Financial Report 2021

Consolidated cash flow statements

For the year ended 30 June 2021

Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
Note
$'m
$'m
$'m
$'m
Cash flows from operating activities
Receipts from customers (inclusive of GST)
700.5
650.3
28.5
21.8
Payments to suppliers and employees (inclusive of GST)
(497.1)
(293.9)
(10.9)
(8.5)
Tax paid
(75.1)
(57.7)
0.4

Interest received
1.0
2.1
0.1
1.1
Interest paid
(7.8)
(12.6)
(7.1)
(12.2)
Distributions and dividends from investments
104.1
114.4
98.7
102.5
Net cash inflow from operating activities
21
225.6
402.6
109.7
104.7
Cash flows from investing activities
Payments for property, plant and equipment (net of lease
incentive received)
(5.6)
(6.9)


Payments for investment properties
(22.7)
(55.9)
(22.7)
(55.9)
Investments in associates, joint ventures and financial assets
(557.7)
(529.0)
(553.2)
(514.8)
Proceeds on disposal and return of capital from
investments in associates and joint ventures
401.5
400.1
391.7
390.4
Loans to associates, joint ventures and related parties
(1.7)
(4.3)
(612.5)
(375.1)
Repayments of loans from associates, joint ventures and related
parties
5.9
51.4
587.3
485.2
Net cash outflow from investing activities
(180.3)
(144.6)
(209.4)
(70.2)
Buy back of stapled securities
(20.5)
(20.1)
(16.7)
(17.4)
Borrowing costs paid
(1.7)
(0.9)
(1.7)
(0.8)
Proceeds from borrowings (net of borrowing costs)
269.0
331.1
269.0
321.0
Repayment of borrowings
(45.5)
(290.3)
(45.5)
(286.7)
Payment for settlement of derivatives
(8.3)
(1.6)
(8.3)
(1.6)
Principal elements of lease payments
(3.3)
(1.9)
(0.1)

Proceeds on disposal of partial interest in a subsidiary that does
not involve loss of control
54.3
16.5
54.3
16.5
Distributions to non-controlling interests
(5.0)
(4.2)
(5.0)
(4.2)
Dividends/distributionspaid to stapled securityholders
(171.3)
(161.6)
(87.7)
(98.6)
Net cash inflow/(outflow) from financing activities
67.7
(133.0)
158.3
(71.8)
Net increase/(decrease) in cash and cash equivalents
113.0
125.0
58.6
(37.3)
Cash and cash equivalents at the beginningof theyear
238.9
113.9
12.7
50.0
Cash and cash equivalents at the end of the year
351.9
238.9
71.3
12.7
Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
Note
$'m
$'m
$'m
$'m
Cash flows from operating activities
Receipts from customers (inclusive of GST)
700.5
650.3
28.5
21.8
Payments to suppliers and employees (inclusive of GST)
(497.1)
(293.9)
(10.9)
(8.5)
Tax paid
(75.1)
(57.7)
0.4

Interest received
1.0
2.1
0.1
1.1
Interest paid
(7.8)
(12.6)
(7.1)
(12.2)
Distributions and dividends from investments
104.1
114.4
98.7
102.5
Net cash inflow from operating activities
21
225.6
402.6
109.7
104.7
Cash flows from investing activities
Payments for property, plant and equipment (net of lease
incentive received)
(5.6)
(6.9)


Payments for investment properties
(22.7)
(55.9)
(22.7)
(55.9)
Investments in associates, joint ventures and financial assets
(557.7)
(529.0)
(553.2)
(514.8)
Proceeds on disposal and return of capital from
investments in associates and joint ventures
401.5
400.1
391.7
390.4
Loans to associates, joint ventures and related parties
(1.7)
(4.3)
(612.5)
(375.1)
Repayments of loans from associates, joint ventures and related
parties
5.9
51.4
587.3
485.2
Net cash outflow from investing activities
(180.3)
(144.6)
(209.4)
(70.2)
Buy back of stapled securities
(20.5)
(20.1)
(16.7)
(17.4)
Borrowing costs paid
(1.7)
(0.9)
(1.7)
(0.8)
Proceeds from borrowings (net of borrowing costs)
269.0
331.1
269.0
321.0
Repayment of borrowings
(45.5)
(290.3)
(45.5)
(286.7)
Payment for settlement of derivatives
(8.3)
(1.6)
(8.3)
(1.6)
Principal elements of lease payments
(3.3)
(1.9)
(0.1)

Proceeds on disposal of partial interest in a subsidiary that does
not involve loss of control
54.3
16.5
54.3
16.5
Distributions to non-controlling interests
(5.0)
(4.2)
(5.0)
(4.2)
Dividends/distributionspaid to stapled securityholders
(171.3)
(161.6)
(87.7)
(98.6)
Net cash inflow/(outflow) from financing activities
67.7
(133.0)
158.3
(71.8)
Net increase/(decrease) in cash and cash equivalents
113.0
125.0
58.6
(37.3)
Cash and cash equivalents at the beginningof theyear
238.9
113.9
12.7
50.0
Cash and cash equivalents at the end of the year
351.9
238.9
71.3
12.7
Cash flows from operating activities
Receipts from customers (inclusive of GST)
700.5
650.3
Payments to suppliers and employees (inclusive of GST)
(497.1)
(293.9)
Tax paid
(75.1)
(57.7)
Interest received
1.0
2.1
Interest paid
(7.8)
(12.6)
Distributions and dividends from investments
104.1
114.4
28.5
21.8
(10.9)
(8.5)
0.4
0.1
1.1
(7.1)
(12.2)
98.7
102.5
Net cash inflow from operating activities
21
225.6
402.6
109.7
104.7
Cash flows from investing activities
Payments for property, plant and equipment (net of lease
incentive received)
(5.6)
(6.9)
Payments for investment properties
(22.7)
(55.9)
Investments in associates, joint ventures and financial assets
(557.7)
(529.0)
Proceeds on disposal and return of capital from
investments in associates and joint ventures
401.5
400.1
Loans to associates, joint ventures and related parties
(1.7)
(4.3)
Repayments of loans from associates, joint ventures and related
parties
5.9
51.4

(22.7)
(55.9)
(553.2)
(514.8)
391.7
390.4
(612.5)
(375.1)
587.3
485.2
Net cash outflow from investing activities
(180.3)
(144.6)
(209.4)
(70.2)
Buy back of stapled securities
(20.5)
(20.1)
Borrowing costs paid
(1.7)
(0.9)
Proceeds from borrowings (net of borrowing costs)
269.0
331.1
Repayment of borrowings
(45.5)
(290.3)
Payment for settlement of derivatives
(8.3)
(1.6)
Principal elements of lease payments
(3.3)
(1.9)
Proceeds on disposal of partial interest in a subsidiary that does
not involve loss of control
54.3
16.5
Distributions to non-controlling interests
(5.0)
(4.2)
Dividends/distributionspaid to stapled securityholders
(171.3)
(161.6)
(16.7)
(17.4)
(1.7)
(0.8)
269.0
321.0
(45.5)
(286.7)
(8.3)
(1.6)
(0.1)
54.3
16.5
(5.0)
(4.2)
(87.7)
(98.6)
Net cash inflow/(outflow) from financing activities
67.7
(133.0)
158.3
(71.8)
Net increase/(decrease) in cash and cash equivalents
113.0
125.0
Cash and cash equivalents at the beginningof theyear
238.9
113.9
58.6
(37.3)
12.7
50.0
Cash and cash equivalents at the end of the year
351.9
238.9
71.3
12.7

The above consolidated cash flow statements should be read in conjunction with the accompanying notes.

46

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

The notes to these consolidated financial statements include additional information to assist the reader in understanding the operations, performance and financial position of the Charter Hall Group and the Charter Hall Property Trust Group.

Critical accounting estimates and judgements

The preparation of the consolidated financial statements in conformity with Australian Accounting Standards requires the use of certain critical accounting estimates and judgements in the process of applying accounting policies.

Estimates and judgements are continually evaluated and are based on experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. The estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are described in their respective notes:

Note 2 Investments in associates
Note 3 Investments in joint ventures
Note 4 Revenue
Note 12 Intangible assets
Note 25 Controlled entities

In preparing its financial statements the Group has considered the current and ongoing impact that the COVID-19 pandemic has had on its business operations. A $6.9m impairment was recorded for the Group’s investment in Charter Hall Long WALE REIT. Other than this impairment, the Group’s strategic focus on resilient property investments and funds management revenue streams has contributed to the COVID-19 pandemic having no identifiable material adverse impact on the Group’s financial result.

With the potential and uncertain economic impacts of COVID-19, future property valuations, investment and development activity and property funds management revenue could be adversely impacted.

Further disclosure is included in the following notes;

  • Investments in associates Note 2(b);

  • Revenue Note 4(a);

  • Intangibles Note 12(b);

  • Fair value measurement Note 23(d).

1 Segment information

(a) Description of segments

Charter Hall Group

The operating segments disclosed are based on the reports reviewed by the Board to make strategic decisions. The Board is responsible for allocating resources and assessing performance of the operating segments.

Operating earnings is a financial measure which represents statutory profit after tax adjusted for the items in Note 1(c). Operating earnings is the primary measure of the Group’s underlying and recurring earnings. Operating earnings is used by the Board to make strategic decisions and as a guide to assessing an appropriate distribution to declare.

Net operating expenses excluding costs of sales are primarily related to the Property Funds Management segment.

The Board has identified the following three reportable segments, the performance of which it monitors separately.

Property investments

This segment comprises investments in property funds.

Development investments This segment comprises investments in developments.

Property funds management

This segment comprises investment management services and property management services.

Charter Hall Property Trust Group

The Board allocates resources and assesses the performance of operating segments for the entire Charter Hall Group. Results are not separately identified and reported according to the legal structure of the Charter Hall Group and therefore segment information for CHPT is not prepared and provided to the Board.

47

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

1 Segment information continued

(b) Operating segments

The operating segments reported to the Board for the year ended 30 June 2021 are as follows:

1
Segment informationcontinued
(b) Operating segments
The operating segments reported to the Board for the year ended 30 June 2021 are as follows:
2021 2020
$'m $'m
Property investment segment earnings 123.0 120.0
Development Investment
Development investment revenue 275.2 70.2
Development costs (245.5)
(66.1)
Other 4.5 13.0
Total development investment segment earnings 34.2 17.1
Property funds management
Investment management revenue 254.6 357.1
Propertyservices revenue 64.9 55.2
Total property funds management segment revenue 319.5 412.3
Total segment income 476.7 549.4
Net operating expenses (85.3)
(90.1)
Corporate expenses (29.8)
(33.2)
EBITDA 361.6 426.1
Depreciation (7.8)
(10.6)
Net interest expense (8.4)
(11.9)
Operating earnings before tax 345.4 403.6
Income tax expense (61.1) (80.8)
Operating earnings attributable to stapled securityholders 284.3 322.8
Basic weighted average number of securities('m) 465.8 465.8
Operating earnings per stapled security (cents) 61.0 69.3

Refer to Note 8 for statutory earnings per stapled security figures.

  • (c) The reconciliation of operating earnings to statutory profit after tax attributable to stapled securityholders is shown below:
2021 2020
$'m $'m
Operating earnings attributable to stapled securityholders 284.3 322.8
Add: Net fair value movements on equity accounted investments1 228.0 67.8
Add: Net gain on disposal of property investments1 0.5 6.9
Less: Non-operating income tax benefit/(expense) (1.5) 2.2
Less: Realised and unrealised net gains/(losses) on derivatives1 7.2 (14.9)
Less: Impairment of equity accounted investments (6.9) (13.6)
Less: Performance fees expense1 (15.9) (6.0)
Less: Non-operating pursuit costs (4.6) (4.4)
Less: Amortisation of intangibles (1.5) (6.9)
Less: Other1 (12.8) (8.0)
Statutory profit after tax attributable to stapled securityholders 476.8 345.9

1 Includes the Group's proportionate share of non-operating items of equity accounted investments on a look through basis.

48

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

1 Segment information continued

  • (d) Reconciliation of earnings from the property and development investment segments to the share of net profit of equity accounted investments

equity accounted investments
2021 2020
$'m $'m
Segment earnings – property investments 123.0 120.0
Add: Non-operating equity accounted profit 191.9 38.9
Less: Net rental income (3.5) (3.3)
Less: Distributions in operating income (0.9) (3.6)
310.5 152.0
Segment earnings – development investments 34.2 17.1
Less: Development revenue (275.2) (70.2)
Add: Development costs 245.5 66.1
Less: Interest income on development investments (1.0) (2.7)
3.5 10.3
Share of net profit of investments accounted for using the equity method 314.0 162.3
  • (e) Reconciliation of property funds management earnings stated above to revenue per the statement of comprehensive income

income
2021 2020
$'m $'m
Investment management revenue 254.6 357.1
Property services revenue 64.9 55.2
Segment revenue – property funds management 319.5 412.3
Add: recovery of property and fund-related expenses 57.5 53.4
Add: development revenue 275.2 70.2
Add: rental income 12.9 10.9
Add: interest income 2.0 3.4
Add: distributions received for investments accounted for at fair value 0.9 3.6
Revenue per statement of comprehensive income 668.0 553.8

Geographical segments are immaterial as the vast majority of the Group’s income is from Australian sources. Assets and liabilities have not been reported on a segmented basis as the Board is focused on the consolidated balance sheet.

49

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

2 Investment in associates

(a) Carrying amounts

All associates are incorporated and operate in Australia. Refer to Note 33(e) for accounting policy information relating to associates.

Ownership interest Carrying amount Carrying amount
Charter Hall Group 2021 2020 2021 2020
Name of entity Principal activity % %
$'m
$'m
Accounted for at fair value through
profit or loss:1
Unlisted
Charter Hall Maxim Property Securities Fund Property investment 12.5 15.1 27.3 20.4
CH Deep Value AREIT Partnership Trust Property investment 9.0 9.0 18.5 5.0
Other associates 0.4 0.5
46.2 25.9
Equity accounted
Unlisted
Charter Hall Prime Office Fund Property investment 5.1 6.2 270.6 312.9
Charter Hall Office Trust2 Property investment 15.7 15.7 270.8 293.5
Charter Hall Prime Industrial Fund Property investment 1.8 3.6 118.8 131.4
Core Logistics Partnership Property investment 4.8 6.9 76.2 85.0
Charter Hall Exchange Wholesale Trust Property investment 13.9 21.8 59.4 70.1
Charter Hall AP Fund Property investment 5.0 39.7
Deep Value Partnership Property investment 11.5 13.0 49.0 35.5
Charter Hall Direct PFA Fund Property investment 7.9 104.0
Charter Hall Direct Office Fund Property investment 7.7 141.1
Other associates 63.2 50.1
Listed
Charter Hall Retail REIT3 Property investment 10.6 9.9 238.5 207.9
Charter Hall Long WALE REIT4 Property investment 11.3 12.2 369.7 271.4
Charter Hall Social Infrastructure REIT5 Property investment 8.8 8.9 98.9 90.8
1,899.9 1,548.6
Total investments in associates 1,946.1 1,574.5

1 These investments comprise units in certain unlisted Charter Hall managed funds which have been designated at fair value through profit or loss. Changes in fair values of investments in associates at fair value through profit or loss are recorded in fair value adjustments in the consolidated statement of comprehensive income. Information about the Charter Hall Group’s material exposure to share and unit price risk is provided in Note 22.

2 The entity has a 31 December balance date.

3 Fair value at the ASX closing price as at 30 June 2021 was $230.3 million (30 June 2020: $189.3 million).

4 Fair value at the ASX closing price as at 30 June 2021 was $335.8 million (30 June 2020: $255.5 million).

5 Fair value at the ASX closing price as at 30 June 2021 was $111.2 million (30 June 2020: $75.1 million).

50

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

2 Investment in associates continued

2
Investment in associatescontinu
ed
Ownership interest Carrying amount
Charter Hall Property Trust Group 2021 2020 2021 2020
Name of entity Principal activity % %
$'m
$'m
Accounted for at fair value through
profit or loss:1
Unlisted
Charter Hall Maxim Property Securities Fund Property investment 12.5 15.1 27.3 20.4
CH Deep Value AREIT Partnership Trust Property investment 9.0 9.0 18.5 5.0
Other associates 0.4 0.5
46.2 25.9
Equity accounted
Unlisted
Charter Hall Prime Office Fund Property investment 4.8 5.9 254.0 297.1
Charter Hall Office Trust2 Property investment 15.7 15.7 270.8 293.5
Core Logistics Partnership Property investment 4.8 6.9 76.2 85.0
Charter Hall Exchange Wholesale Trust Property investment 13.9 21.8 59.4 70.1
Charter Hall AP Fund Property investment 5.0 39.7
Charter Hall Prime Industrial Fund Property investment 0.6 1.7 37.3 62.2
Deep Value Partnership Property investment 11.5 13.0 49.0 35.5
Charter Hall Direct PFA Fund Property investment 7.9 104.0
Charter Hall Direct Office Fund Property investment 7.7 141.1
Other associates 67.4 48.5
Listed
Charter Hall Retail REIT3 Property investment 10.6 9.9 238.5 207.9
Charter Hall Long WALE REIT4 Property investment 11.3 12.2 369.7 271.4
Charter Hall Social Infrastructure REIT5 Property investment 8.8 8.9 123.8 115.7
1,830.9 1,486.9
Total investments in associates 1,877.1 1,512.8

1 These investments comprise units in certain unlisted Charter Hall managed funds which have been designated at fair value through profit or loss. Changes in fair values of investments in associates at fair value through profit or loss are recorded in fair value adjustments in the consolidated statement of comprehensive income. Information about the Charter Hall Property Trust Group’s material exposure to share and unit price risk is provided in Note 22.

2 The entity has a 31 December balance date.

3 Fair value at the ASX closing price as at 30 June 2021 was $230.3 million (30 June 2020: $189.3 million).

4 Fair value at the ASX closing price as at 30 June 2021 was $335.8 million (30 June 2020: $255.5 million).

5 Fair value at the ASX closing price as at 30 June 2021 was $111.2 million (30 June 2020: $75.1 million).

(b) Critical judgements

Investments in associates are accounted for at either fair value through profit or loss or by using the equity method. CHPT designates investments in associates as fair value through profit or loss or equity accounted on a case by case basis taking the investment strategy into consideration.

Management regularly reviews equity accounted investments for impairment and remeasures investments carried at fair value through profit or loss by reference to changes in circumstances or contractual arrangements, external independent property valuations and market conditions, using generally accepted market practices. When a recoverable amount is estimated through a value in use calculation, critical judgements and estimates are made regarding future cash flows and an appropriate discount rate. When a fair value is estimated through an earnings valuation, critical judgements and estimates are made in relation to the earnings measure and appropriate multiple.

Due to the difference in the fair value and carrying amounts, the recoverable amount for the Charter Hall Long WALE REIT investment was estimated through a value in use calculation with the following critical judgements and estimates:

  • base case cash flow projections covering a 3-5 year period based on financial budgets approved by management. Cash flows beyond the 3-5 year period are extrapolated using estimated growth rates appropriate for the business;

  • pre-tax discount rate 11%;

  • growth after 5 years of 1% per annum; and

  • terminal value multiple of 14 times earnings.

As a result of these estimates, impairment of $6.9m was recorded for Charter Hall Long WALE REIT in the first half of FY21. If the terminal value multiplier assumptions were to increase/decrease by 1x, value in use would increase/decrease by 5.1%.

With the potential and uncertain economic impacts of COVID-19, future equity accounted investment values are sensitive to future property valuations of the underlying investment properties, and could be adversely impacted. The impacts of the estimates and assumptions for investments in associates are outlined in Note 23(d).

51

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

2 Investment in associates continued

(c) Summarised movements in carrying amounts of associates accounted for at fair value through profit or loss

Charter Hall Property Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
$'m $'m $'m $'m
Opening balance 25.9 26.0 25.9 26.0
Investment 10.0 5.2 10.0 5.2
Net gain/(loss) on investment in associates at fair value 10.3 (5.1) 10.3 (5.1)
Disposal of units (0.2) (0.2)
Closing balance 46.2 25.9 46.2 25.9

(d) Summarised movements in carrying amounts of equity accounted associates

Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
$'m $'m $'m $'m
Opening balance 1,548.6 1,438.5 1,486.9 1,376.5
Investment 404.2 293.5 404.2 293.4
Share of profit after income tax 263.8 146.4 249.1 137.8
Distributions received/receivable (92.0) (84.9) (85.3) (79.9)
Share of movement in reserves (0.6) (0.6) (0.6) (0.6)
Impairment of carrying amount (6.9) (13.6) (6.9) (13.6)
Divestments (183.8) (203.7) (183.1) (199.7)
Return of Capital (33.4) (27.0) (33.4) (27.0)
Closing balance 1,899.9 1,548.6 1,830.9 1,486.9

(e) Summarised financial information for material associates

The tables below provide summarised financial information for the associates that are material to CHC and CHPT. Materiality is assessed on the investments’ contribution to Group income and net assets. The information presented reflects the amounts in the financial statements of the associates, not the Group’s proportionate share.

Charter Hall Charter Hall
Charter Hall Charter Hall Prime Office Long WALE
Office Trust Retail REIT Fund REIT
$'m $'m $'m $'m
2021
Summarised balance sheet:
Current assets 50.6 46.9 419.7 113.2
Non-current assets 3,409.0 3,294.1 6,537.4 4,574.2
Current liabilities 51.0 113.8 117.2 71.4
Non-current liabilities 1,688.9 922.0 1,504.0 1,336.9
Net assets 1,719.7 2,305.2 5,335.9 3,279.1
Summarised statement of comprehensive income:
Revenue 100.0 191.6 345.4 154.6
Profit for the year from continuing operations 151.8 291.2 527.8 618.3
Other comprehensive loss (5.9) (4.6) (0.4)
Total comprehensive income 151.8 285.3 523.2 617.9
2020
Summarised balance sheet:
Current assets 143.0 104.7 165.4 59.6
Non-current assets 3,463.9 3,005.4 6,641.9 3,026.9
Current liabilities 43.1 98.4 101.2 50.6
Non-current liabilities 1,700.1 869.6 1,655.9 850.0
Net assets 1,863.7 2,142.1 5,050.2 2,185.9
Summarised statement of comprehensive income:
Revenue 110.5 206.1 310.9 126.7
Profit for the year from continuing operations 377.3 44.2 283.5 122.4
Other comprehensive income 1.2 1.0
Total comprehensive income 377.3 45.4 284.5 122.4

52

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

2 Investment in associates continued

(f) Reconciliation of net assets of associates to carrying amounts of equity accounted investments

Charter Hall Charter Hall
Charter Hall Charter Hall Prime Office Long WALE
Office Trust Retail REIT Fund REIT
Charter Hall Group $'m $'m $'m $'m
2021
Net assets of associate 1,719.7 2,305.2 5,335.9 3,279.1
Group's share in % 15.7% 10.6% 5.1% 11.3%
Group's share in $ 270.0 244.4 272.1 370.5
Other movements not accounted for under the equity
method1 0.8 (5.9) (1.5) (0.8)
Carrying amount 270.8 238.5 270.6 369.7
Movements in carrying amounts:
Opening balance 293.5 207.9 312.9 271.4
Investment 15.1 9.8 53.6
Share of profit after income tax 23.8 29.8 29.1 70.8
Other comprehensive income/(loss) (0.4) (0.3) 0.1
Distributions received/receivable (13.1) (13.8) (14.4) (18.8)
Divestment (0.1) (66.5) (7.4)
Return of capital (33.4)
Closing balance 270.8 238.5 270.6 369.7
2020
Net assets of associate 1,863.7 2,142.1 5,050.2 2,185.9
Group's share in % 15.7% 9.9% 6.2% 12.2%
Group's share in $ 292.6 212.1 313.1 266.7
Other movements not accounted for under the equity
method1 0.9 (4.2) (0.2) 4.7
Carrying amount 293.5 207.9 312.9 271.4
Movements in carrying amounts:
Opening balance 263.7 299.6 291.1 200.8
Investment 2.5 17.5 56.7
Share of profit after income tax 59.3 8.8 19.6 20.4
Other comprehensive income 0.5 0.2
Impairment of carrying amount (9.5)
Distributions received/receivable (12.2) (15.5) (14.5) (16.2)
Divestment (78.5) (1.0) 9.7
Return of capital (17.3)
Closing balance 293.5 207.9 312.9 271.4

1 Other movements are primarily due to the funds issuing new units to external investors at a price above or below the underlying net assets of the fund, or where the Group has acquired units on-market at a price different to the fund's NTA (for listed investments), or where the Group has recorded an impairment to the investment in associate.

53

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

2 Investment in associates continued

2
Investment in associatescontinued
Charter Hall Charter Hall
Charter Hall Charter Hall Prime Office Long WALE
Office Trust Retail REIT Fund REIT
Charter Hall Property Trust Group $'m $'m $'m $'m
2021
Net assets of associate 1,719.7 2,305.2 5,335.9 3,279.1
Group's share in % 15.7% 10.6% 4.8% 11.3%
Group's share in $ 270.0 244.4 256.1 370.5
Other movements not accounted for under the equity
method1 0.8 (5.9) (2.1) (0.8)
Carrying amount 270.8 238.5 254.0 369.7
Movements in carrying amounts:
Opening balance 293.5 207.9 297.1 271.4
Investment 15.1 9.8 53.6
Share of profit after income tax 23.8 29.8 27.4 70.8
Other comprehensive income/(loss) (0.4) (0.2) 0.1
Distributions received/receivable (13.1) (13.8) (13.6) (18.8)
Divestment (0.1) (7.4)
Return of capital (33.4) (66.5)
Closing balance 270.8 238.5 254.0 369.7
2020
Net assets of associate 1,863.7 2,142.1 5,050.2 2,185.9
Group's share in % 15.7% 9.9% 5.9% 12.2%
Group's share in $ 292.6 212.1 298.0 266.7
Other movements not accounted for under the equity
method1 0.9 (4.2) (0.9) 4.7
Carrying amount 293.5 207.9 297.1 271.4
Movements in carrying amounts:
Opening balance 263.7 299.6 275.6 200.8
Investment 2.5 17.5 56.7
Share of profit after income tax 59.3 8.8 18.6 20.4
Other comprehensive income 0.5 0.2
Impairment of carrying amount (9.5)
Distributions received/receivable (12.2) (15.5) (13.8) (16.2)
Divestment (78.5) 1.4 9.7
Return of capital (17.3) (2.4)
Closing balance 293.5 207.9 297.1 271.4

1 Other movements are primarily due to the funds issuing new units to external investors at a price above or below the underlying net assets of the fund, or where the Group has acquired units on-market at a price different to the fund's NTA (for listed investments), or where the Group has recorded an impairment to the investment in associate.

(g) Commitments and contingent liabilities of associates

Below are commitments and contingent liabilities of associates material to the Group’s balance sheet.

Charter Hall Prime Office Fund’s capital expenditure contracted for at the reporting date but not recognised as liabilities was $602.6 million (2020: $129.5 million) relating to investment properties and development commitments.

Charter Hall Office Trust’s (CHOT) capital expenditure contracted for at the reporting date but not recognised as liabilities was $187.9 million (2020: $199.1 million) relating to investment properties and development commitments.

54

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

3 Investments in joint ventures

(a) Carrying amounts

All joint ventures are incorporated and operate in Australia. Refer to Note 33(c) for accounting policy information relating to joint ventures.

Unless otherwise noted all joint ventures have a 30 June year end.

Ownership interest Carrying amount Carrying amount
Charter Hall Group 2021 2020 2021 2020
Name of entity Principal activity % %
$'m
$'m
Equity accounted
Unlisted
Brisbane Square Wholesale Fund Property investment 16.8 16.8 102.4 101.8
Long WALE Hardware Partnership1 Property investment 14.1 13.4 167.4 123.6
Charter Hall Prime Retail Fund Property investment 29.4 47.3
Charter Hall PGGM Industrial Partnership Property investment 12.0 12.0 25.7 6.1
CH DJ Trust Property investment 50.0 73.6
Otherjoint ventures 52.6 48.0
421.7 326.8
Total investments injoint ventures 421.7 326.8

Total investments in joint ventures

  • 1 Ownership interest as at 30 June 2021 is calculated as the weighted average holding of BP Fund 1 and BP Fund 2 (2020: calculated as the weighted average holding of BP Fund 1, BP Fund 2 and TTP Wholesale Fund).
Ownership interest Carrying amount Carrying amount
Charter Hall Property Trust Group 2021 2020 2021 2020
Name of entity Principal activity % %
$'m
$'m
Equity accounted
Unlisted
Brisbane Square Wholesale Fund Property investment 16.8 16.8 102.4 101.8
Long WALE Hardware Partnership1 Property investment 14.1 13.4 167.4 123.6
Charter Hall Prime Retail Fund Property investment 29.4 47.3
Charter Hall PGGM Industrial Partnership Property investment 12.0 12.0 25.7 6.1
CH DJ Trust Property investment 50.0 73.6
Otherjoint ventures 34.6 27.8
403.7 306.6
Total investments in joint ventures 403.7 306.6

1 Ownership interest as at 30 June 2021 is calculated as the weighted average holding of BP Fund 1 and BP Fund 2 (2020: calculated as the weighted average holding of BP Fund 1, BP Fund 2 and TTP Wholesale Fund).

55

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

3 Investments in joint ventures continued

(b) Critical judgements

Investments in joint ventures are accounted for at either fair value through profit or loss or by using the equity method. CHPT designates investments in joint ventures as fair value through profit or loss or equity accounted on a case by case basis taking the investment strategy into consideration.

Management regularly reviews equity accounted investments for impairment and remeasures investments carried at fair value through profit or loss by reference to changes in circumstances or contractual arrangements, external independent property valuations and market conditions, using generally accepted market practices. When a recoverable amount is estimated through a value in use calculation, critical judgements and estimates are made regarding future cash flows and an appropriate discount rate. When a fair value is estimated through an earnings valuation, critical judgements and estimates are made in relation to the earnings measure and appropriate multiple.

(c) Summarised financial information and movements in carrying amounts

Charter Hall Property Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
$'m $'m $'m $'m
Movements in aggregate carrying amount:
Opening balance 326.8 315.8 306.6 304.7
Investment 148.6 73.0 145.6 60.0
Share of profit after income tax 50.2 15.0 48.0 7.3
Distributions received/receivable (22.9) (28.0) (22.9) (18.0)
Return of capital (81.0) (49.0) (73.6) (47.4)
Closing balance 421.7 326.8 403.7 306.6

(d) Commitments and contingent liabilities of joint ventures

There are no commitments and contingent liabilities of joint ventures material to the Group's balance sheet.

56

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

4 Revenue

4
Revenue
Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'m $'m $'m $'m
Investment management revenue1,2 254.6 357.1
Property services revenue1 64.9 55.2 0.1 (0.1)
Development revenue3 275.2 70.2
Gross rental income 12.9 10.9 12.9 10.9
607.6 493.4 13.0 10.8
Other revenue
Recovery of property and fund-related expenses 57.5 53.4
Interest 2.0 3.4 2.0 4.2
Distributions/Dividends4 0.9 3.6 1.0 4.7
Other investment-related revenue 10.7 11.4
Total other revenue 60.4 60.4 13.7 20.3
Total revenue5 668.0 553.8 26.7 31.1

1 Revenue from the Group’s property and funds management business is categorised into the two main lines of operations being investment management and property services.

2 Investment management revenue in the year ended 30 June 2020 includes $98.2 million for CHOT performance fee.

3 Revenue from the Group’s development investments forms part of the development segment earnings.

4 Represents the distribution of income from investments accounted for at fair value by the Group and Charter Hall Property Trust Group.

5 Revenue excludes share of net profits of equity accounted associates and joint ventures.

(a) Critical judgements

Critical judgements and estimates are made by the Group in respect of recognising performance fee revenue. Detailed calculations and an assessment of the risks associated with the recognition of the fee are completed to inform the assessment of the appropriate revenue to recognise. Key risks include the period remaining from balance sheet date to performance fee crystallisation date and the degree of probability that any potential fee may unwind during that period. Key drivers of performance fees are assessed based on historic data and prevailing economic conditions to inform judgements on the extent to which the fee can be reliably estimated.

Critical judgements are also made by the Group in respect of recognising development revenue. Detailed forecasts of total development costs are inputs that are used to estimate the satisfaction of the development performance obligation over time.

5 Expenses

5
Expenses
Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'m $'m $'m $'m
Profit before income tax includes the following specific
expenses:
Employee costs
Employee benefit expenses 133.7 134.5
Security-based benefits expense 6.8 9.7
Payroll tax 7.5 8.1
Total employee costs 148.0 152.3
Administration and other expenses
Advertising, marketing and promotion 3.7 3.4
Occupancy costs 2.0 1.5
Accounting, professional and other costs 10.7 10.1 4.8 3.7
Communication and IT expenses 8.9 8.5
Administration expenses 5.7 5.8 2.6 2.5
Total administration and other expenses 31.0 29.3 7.4 6.2
Depreciation, amortisation and impairment
Depreciation 7.8 10.6
Amortisation 1.5 6.9
Impairment 6.9 13.6 6.9 13.6
Total depreciation, amortisation and impairment 16.2 31.1 6.9 13.6

57

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

6 Income tax expense

6
Income tax expense
Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
Note
$'m
$'m $'m $'m
(a) Income tax expense
Current tax expense 57.8 99.4
Deferred income tax expense/(benefit) 4.9 (20.8)
Under-provided inprioryears (0.1)
62.6 78.6
Deferred income tax expense/(benefit)
(Increase)/decrease in deferred tax assets for the tax
consolidated group (2.1) (3.8)
Decrease/(increase) in deferred tax liabilities for the tax
consolidated group 5.5 (17.0)
Decrease in deferred tax assets for entities outside the tax
consolidatedgroup 1.5
4.9 (20.8)
(b) Reconciliation of income tax expense to prima facie tax
payable
Profit before income tax expense 558.2 426.7 329.3 146.7
Prima facie tax expense at the Australian tax rate of 30% 167.5 128.0 98.8 44.0
Tax effect of amounts which are not deductible/(taxable)
in calculating taxable income:
Charter Hall Property Trust income (98.8) (44.0) (98.8) (44.0)
Recognition of previously unrecognised tax losses (7.7)
Other adjustments 1.6 (5.4)
Income taxexpense 62.6 78.6
(c) Amounts recognised directly in equity
Aggregate current and deferred tax arising in the reporting
period and not recognised in net profit or loss or other
comprehensive income but directly debited or credited to equity:
Current tax: Deduction for rights vesting in excess of the
cumulative fair value expense (4.0) (4.0)
Deferred tax: Estimated future deduction for rights vesting, in
excess of the cumulative fair value expense (1.2) 3.5
(5.2) (0.5)

(d) Tax consolidation legislation

Charter Hall Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation with effect from 1 July 2003. The accounting policy in relation to this legislation is set out below in Note 6(g).

On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement which, in the opinion of the Directors, limits the joint and several liability of the wholly owned entities in the case of a default by the head entity, Charter Hall Limited.

The entities have also entered into a tax funding agreement under which the wholly owned entities fully compensate Charter Hall Limited for any current tax payable assumed and are compensated by Charter Hall Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to Charter Hall Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly owned entities’ financial statements.

(e) Charter Hall Property Trust

Under current Australian income tax legislation, the Trust is not liable for income tax on its taxable income (including any assessable component of capital gains) provided that the unitholders are presently entitled to the income of the Trust.

(f) Tax losses – Charter Hall Group

At 30 June 2021, the Group has nil (2020: $7.7 million) tax effected unrecognised income tax losses.

At 30 June 2021, the Group has approximately $22.9 million (2020: $21.5 million) of tax effected unrecognised capital tax losses.

58

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

6 Income tax expense continued

(g) Income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provision, where appropriate, on the basis of amounts expected to be paid to the tax authorities.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

7 Distributions/Dividends paid and payable

Charter Hall Property Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'m $'m $'m $'m
Ordinary stapled securities
Final ordinary distribution of 11.61 cents and ordinary dividend of
7.7 cents per stapled security for the six months ended 30 June
2021 payable on 31 August 2021 90.0 54.1
Interim ordinary distribution of 11.10 cents and interim ordinary
dividend of 7.45 cents per stapled security for the six months
ended 31 December 2020 paid on 26 February 2021 86.4 51.7
Final ordinary distribution of 7.72 cents and ordinary dividend of
10.5 cents per stapled security for the six months ended 30 June
2020 paid on 31 August 2020 84.9 36.0
Interim ordinary distribution of 10.5 cents and interim ordinary
dividend of 7 cents per stapled security for the six months ended
31 December 2019 paid on 28 February 2020 81.5 48.9
Total Distributions/Dividends paid and payable to stapled
securityholders 176.4 166.4 105.8 84.9
Distributions paid and payable to Charter Hall Direct Long WALE
Fund non-controllinginterests 5.0 4.2 5.0 4.2
Total Distributions/Dividends paid and payable 181.4 170.6 110.8 89.1

A liability is recognised for the amount of any distribution/dividend declared by the Group on or before the end of the reporting period but not paid at balance date.

Franking credits available in the parent entity (Charter Hall Limited) for dividends payable in subsequent financial years based on a tax rate of 30% (2020: 30%) are $137.1 million (2020: $112.6 million). These amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for franking credits and debits that will arise from the settlement of liabilities or receivables for income tax and dividends after the end of the year.

59

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

8 Earnings per stapled security

8
Earnings per stapled security
Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
Cents Cents
Cents

Cents
(a) Basic earnings per security attributable to:
Equity holders of Charter Hall Limited 35.7 43.3 n/a n/a
Equity holders of Charter Hall Property Trust (non-controlling
interest) 66.7 31.0 66.7 31.0
Stapled securityholders of Charter Hall Group 102.4 74.3 n/a n/a
(b) Diluted earnings per security attributable to:
Equity holders of Charter Hall Limited 35.4 42.9 n/a n/a
Equity holders of Charter Hall Property Trust (non-controlling
interest) 66.1 30.8 66.1 30.8
Stapled securityholders of Charter HallGroup 101.5 73.7 n/a n/a
Basic earnings per stapled security is determined by dividing profit attributable to the stapled security holders by the weighted
number of ordinary stapled securities on issue during the year.

Diluted earnings per stapled security is determined by dividing profit attributable to the stapled securityholders by the weighted average number of ordinary stapled securities and dilutive potential ordinary stapled securities on issue during the year.

2021 2020 2020
2021
2020
$'m $'m $'m $'m
(c) Reconciliations of earnings used in calculating earnings
per stapled security
Equity holders of Charter Hall Limited 166.3 201.3 n/a n/a
Profit attributable to the ordinary stapled securityholders of the
Group used in calculating basic and diluted earnings per stapled
security 476.8 345.9 310.5 144.5
2021 2020
2021
2020
Number Number
Number
Number
(d) Weighted average number of stapled securities
used as the denominator
Weighted average number of ordinary stapled securities used
as the denominator in calculating basic earnings per stapled
security 465,777,131 465,777,131 465,777,131 465,777,131
Adjustments for calculation of diluted earnings per stapled
security:
Performance rights 2,313,656 2,366,433 2,313,656 2,366,433
Service rights 1,683,436 1,471,057 1,683,436 1,471,057
Weighted average number of ordinary stapled securities and
potential ordinary stapled securities used as the denominator in
calculatingdiluted earningsper stapled security 469,774,223 469,614,621 **469,774,223 ** 469,614,621

(e) Information concerning the classification of securities

Performance rights, service rights issued under the Charter Hall Performance Rights and Options Plan

The performance and service rights are unquoted securities. Conversion to stapled securities and vesting to executives is subject to performance and/or service conditions.

Stapled securities issued under the General Employee Securities Plan (GESP)

Stapled securities issued under the GESP are purchased on market on behalf of eligible employees but held in trust until the earlier of the completion of three years’ service or termination. No adjustment to diluted earnings per stapled security is required under the GESP.

60

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

9 Receivables and other assets

9
Receivables and other assets
Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
Note
$'m
$'m $'m $'m
Current
Trade receivables 59.4 35.4 6.6 7.8
Contract assets 6.7
Loans to associates and joint ventures 24(e)
4.3
7.3
Distributions receivable 35.4 30.2 34.1 28.8
Other receivables and assets 13.5 6.4 2.2
119.3 79.3 42.9 36.6
Non-current
Loans to associates and joint ventures 24(e)
5.8
10.2
Loan receivable from Charter Hall Limited 24(e)
12.3
Other receivables and assets 0.1 2.1
5.9 12.3 12.3

(a) Bad and doubtful trade receivables

During the year, the Charter Hall Group and Charter Hall Property Trust Group incurred $nil expense (2020: $nil) in respect of provisions for expected credit losses.

(b) Fair values

Receivables are carried at amounts that approximate their fair value.

(c) Credit risk

There is a limited concentration of credit risk as the majority of current and non-current receivables are due from related parties of Charter Hall Group and Charter Hall Property Trust Group. Refer to Note 22 for more information on the risk management policy of the Charter Hall Group and Charter Hall Property Trust Group.

The ageing of trade receivables at the reporting date was as follows:

Charter Hall Group and Charter Hall Property Trust Group.
The ageing of trade receivables at the reporting date was as follows:
Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'m $'m $'m $'m
Current 58.4 34.9 6.6 7.8
1 to 3 months 1.0 0.5
3 to 6 months
More than 6 months
59.4 35.4 6.6 7.8

As at 30 June 2021, Charter Hall Group had trade receivables of $nil (2020: $nil) past due but not impaired. Charter Hall Property Trust Group had $nil (2020: $nil) receivables past due but not impaired.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off in the year in which they are identified. A provision for expected credit losses is processed based on historical default percentages and current observable data including forecasts of economic conditions. The amount of the provision is the difference between the carrying amount and estimated future cash flows. Cash flows relating to current receivables are not discounted.

61

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

10 Assets classified as held for sale

In June 2021, two investment properties with a combined carrying amount of $23.1m held by Charter Hall Direct Long WALE Fund (DLWF), met the criteria to be reclassified as held for sale assets. Sale of these properties is expected to occur in August 2021.

Charter Hall Property Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'m $'m $'m $'m
DLWF Properties 23.1 23.1
23.1 23.1

11 Investment properties

(a) Carrying amounts

The Group’s controlled entity investment fund, Charter Hall Direct Long WALE Fund (DLWF), has a portfolio of investment properties which are consolidated into the Group’s balance sheet.

A reconciliation of the carrying amount of investment properties at the beginning and end of the year is set out below:

Charter Hall Property Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
$'m $'m $'m $'m
Opening balance 173.8 118.5 173.8 118.5
Additions including acquisition costs 22.1 55.8 22.1 55.8
Fair value and other adjustments 20.4 (0.5) 20.4 (0.5)
Reclass to assets held for sale (23.1) (23.1)
Closing balance 193.2 173.8 193.2 173.8

Key valuation assumptions used in the determination of the investment properties’ fair value and the Group’s valuation policy are disclosed Note 23(d).

(b) Leasing arrangements

The investment properties, excluding development properties, are leased to tenants under long-term operating leases with rentals payable monthly. Minimum lease payments under non-cancellable operating leases of investment properties not recognised in the financial statements are receivable as follows:

financial statements are receivable as follows:
Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'m $'m $'m $'m
Due within one year 13.0 9.3 13.0 9.3
Due between one and five years 54.2 37.1 54.2 37.1
Over fiveyears 23.6 30.8 23.6 30.8
90.8 77.2 90.8 77.2

62

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

12 Intangible assets

12 Intangible assets
Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
$'m $'m $'m $'m
Indefinite life intangibles – management rights
Charter Hall Retail REIT 42.3 42.3
Charter Hall Social Infrastructure REIT 46.4 46.4
Other indefinite life intangibles 15.3 15.3
Disposals (2.7)
Total closing indefinite life intangibles 101.3 104.0
Finite life intangibles – management rights
Opening balance 5.0 11.9
Amortisation charge (1.5) (6.9)
Closing balance 3.5 5.0
At balance date – finite life intangibles
Cost 58.5 58.5
Accumulated amortisation (55.0) (53.5)
Total finite life intangibles 3.5 5.0
Goodwill
Openingand closingbalance 9.9 9.9
Total intangible assets 114.7 118.9

(a) Critical judgements

Critical judgements and estimates are made by the Group in assessing the recoverable amount of intangibles acquired, where the funds to which those intangibles relate have an indefinite life. Intangibles are considered to have an indefinite useful life if there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity.

(b) Intangibles – indefinite life assets

Intangibles with no fixed life are not amortised as they have an indefinite life. Intangibles with an indefinite life are tested for impairment annually, or more frequently if events or changes in circumstances indicate that they might be impaired; and are carried at cost less accumulated impairment losses. Intangibles are allocated to cash generating units for the purpose of impairment testing.

All indefinite life intangible assets recognised on the consolidated balance sheet are subject to an annual impairment assessment. The impairment assessments support the carrying values and the methodology applied is an assessment of value in use based on discounted cash flows.

Key assumptions used for the indefinite life intangible impairment calculations are as follows:

  • base case cash flow projections covering a three-year period based on financial budgets approved by management. Cash flows beyond the three-year period are extrapolated using estimated growth rates appropriate for the business;

  • pre-tax discount rate of 12.5% (2020: 8.5-11.5%);

  • growth after three years of 2.0% (2020: 1.9-2.3%) per annum;

  • terminal value multiple of 10 times earnings (2020: 7.5 times).

With the potential and uncertain economic impacts of COVID-19, future property valuations, cash flow projections, and estimates of recoverable amounts could be adversely impacted.

(c) Management Rights – finite life assets

Management rights with a fixed life are amortised using the straight line method over their useful life ranging from one to ten years.

63

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

13 Deferred tax assets and liabilities

13 Deferred tax assets and liabilities
Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
$'m $'m $'m $'m
Deferred tax assets comprises temporary differences attributable
to:
Tax losses carriedforward1 1.5
Deferred tax assets comprises temporary differences attributable
to:
Employee benefits 24.8 21.5
Other 6.0 4.0
30.8 25.5
Deferred tax liabilities comprises temporary differences
attributable to:
Intangible assets 29.9 31.1
Investment in associates 16.4 11.9
Other 2.8 0.7
49.1 43.7
Net deferred tax liabilities (18.3) (18.2)

1 30 June 2020: Tax losses are held by Charter Hall Opportunity Fund No. 5 (CHOF5), a wholly owned entity. CHOF5 does not form part of the Charter Hall tax consolidated group and therefore is not included in the net deferred tax liability balance on the balance sheet.

64

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

14 Trade and other liabilities

14 Trade and other liabilities
Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'m $'m $'m $'m
Current
Trade and other liabilities 35.1 19.2 11.9 7.0
Long service leave provision 2.7 2.3
Dividend/Distribution payable 90.0 84.9 54.1 36.0
Employee benefits liability 42.6 43.7
170.4 150.1 66.0 43.0
Non-current
Loan payable to Charter Hall Limited 24(e)
20.6
Long service leave provision 2.5 2.6
Lease incentive liability 1.3 1.2
3.8 3.8 20.6

Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the Group. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due or expected to be settled within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

15 Borrowings

15 Borrowings
Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
$'m $'m $'m $'m
Current liabilities
Loans– related parties 15.9
Non-current liabilities
Bonds 259.3 300.2 259.3 300.2
Cash advance facilities (DLWF) 40.0 66.5 40.0 66.5
Medium term notes 253.5 253.5
Less: unamortised transaction costs (3.6) (2.5) (3.6) (2.5)
549.2 364.2 549.2 364.2

65

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

15 Borrowings continued

(a) Borrowings

Charter Hall Group

The Group’s debt platform includes the following:

  • An unsecured $200.0 million credit facility plus an additional $30.0 million (2020: $20.0 million) unsecured facility to support the bank guarantees with maturity in May 2026. At 30 June 2021, drawn borrowings of $nil (2020: $nil) and bank guarantees of $22.6 million (2020: $19.3 million) had been utilised under these facilities, which under the terms of the agreements reduce the available facilities. No liability is recognised for bank guarantees.

  • US$175 million (A$231.5 million at issue date) bonds issued through a US Private Placement which was fully funded in August 2018 and matures in August 2028.

  • The Group has entered into A$/US$ cross currency interest rate swap agreements that hedge the Group’s exposure to foreign currency. The swap agreements entitle the Group to repay the bonds at A$231.5 million in August 2028. At 30 June 2021, the carrying amount of the bonds at the prevailing spot rate was A$259.3 million (2020: A$300.2 million) including a fair value adjustment of A$25.9 million (2020: A$46.8 million). The carrying amount is offset by the fair value of the swap.

  • The swap agreements also entitle the Group to receive interest, at semi-annual intervals, at a fixed rate on a notional principal amount of US$175.0 million and oblige it to pay, at quarterly intervals, at a floating rate on a notional principal amount of A$231.5 million. The swap agreements mature in August 2028.

  • A$250 million fixed rate unsecured medium term note (MTN) was issued in April 2021 and matures in April 2031.

  • The Group has entered into an interest rate swap agreement that hedges the Group’s exposure to changes in fair value of the MTN due to interest rate movements. The swap agreement entitles the Group to receive a fixed coupon rate equal to the fixed coupon rate payable and pays a rate at the Bank Bill Swap Rate plus a margin. At 30 June 2021, the carrying amount of the note was A$253.5 million, including a fair value adjustment of A$3.5 million. The carrying amount is offset by the fair value of the swap.

DLWF Facility

The fund has two revolving debt facilities of A$80.0 million (2020: A$80.0 million) and NZ$7.0 million (2020: NZ$7.0 million), secured against the fund’s investment properties (see Note 11). The facilities have a maturity date of July 2024. At 30 June 2021, drawn borrowings of A$33.5 million (2020: A$61.0 million) and NZ$7.0 million (2020: NZ$6.0 million) had been utilised under these facilities respectively.

(b) Gearing

Gearing is a measure used to monitor levels of debt capital used by the business to fund its operations. This ratio is calculated as interest bearing debt drawn (excluding hedged foreign exchange movements subsequent to the related debt drawing date and DLWF) net of cash, divided by total assets net of cash, derivative assets and DLWF.

The gearing ratio of the Charter Hall Group and Charter Hall Property Trust Group at 30 June 2021 was 5.0% (30 June 2020: nil). Debt covenants are monitored regularly to ensure compliance and reported to the debt provider on a six-monthly basis. The Group Treasurer is responsible for negotiating new debt facilities and monitoring compliance with covenants.

66

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

15 Borrowings continued

(c) Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

Movement
in derivates Movement
Opening and foreign in borrowing Movement Closing
balance exchange costs in cash balance
$'m $'m $'m $'m $'m
Charter Hall Group
2021
Borrowings 366.7 186.1 552.8
Loans – related parties 15.9 (15.9)
Derivative financial instruments hedging debt (65.8) 30.9 (34.9)
Borrowing costs (2.5) (1.1) (3.6)
Cash (238.9) (113.0) (351.9)
75.4 30.9 (1.1) 57.2 162.4
2020
Borrowings 300.5 66.2 366.7
Loans - related parties 7.5 8.4 15.9
Derivative financial instruments hedging debt (34.2) (31.6) (65.8)
Borrowing costs (3.0) 0.5 (2.5)
Cash (113.9) (125.0) (238.9)
156.9 (31.6) 0.5 (50.4) 75.4
Charter Hall Property Trust Group
2021
Borrowings 366.7 186.1 552.8
Derivative financial instruments hedging debt (65.8) 30.9 (34.9)
Borrowing costs (2.5) (1.1) (3.6)
Funding received from/(paid) to Charter Hall Limited 20.6 (32.9) (12.3)
Cash (12.7) (58.6) (71.3)
306.3 30.9 (1.1) 94.6 430.7
2020
Borrowings 300.5 66.2 366.7
Derivative financial instruments hedging debt (34.2) (31.6) (65.8)
Borrowing costs (3.0) 0.5 (2.5)
Funding to (paid)/received from Charter Hall Limited (42.1) 62.7 20.6
Cash (50.0) 37.3 (12.7)
171.2 (31.6) 0.5 166.2 306.3

67

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

16 Derivative financial instruments

16 Derivative financial instruments
Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'m $'m $'m $'m
Current assets
Cross currency interest rate swaps - cash flow hedge 3.3 3.6 3.3 3.6
Interest rate swaps - fair value hedge 1.1 1.1
4.4 3.6 4.4 3.6
Non-current assets
Cross currency interest rate swaps - cash flow hedge 27.9 70.0 27.9 70.0
Interest rate swaps - fair value hedge 2.6 2.6
30.5 70.0 30.5 70.0
Current liabilities
Interest rate swaps - fair value hedge 0.1 0.1
0.1 0.1
Non-current liabilities
Interest rate swaps - non-hedge accounting 7.7 7.7
7.7 7.7

Key valuation assumptions used in the determination of the fair value of derivative financial instruments and the Group’s valuation policy are disclosed note 23(c).

17 Contributed equity

(a) Movements in ordinary stapled security capital

Weighted Charter Hall
Number of average Charter Hall Property
securities issue price Limited Trust Total
Details $'m $'m $'m
Opening balance at 1 July 2019 465,777,131 286.7 1,448.5 1,735.2
Buyback and issuance of securities for exercised
performance and service rights1 $3.98 (1.6) (11.7) (13.3)
Tax recognised directlyin equity 4.0 4.0
Closingbalance at 30 June 2020 465,777,131 289.1 1,436.8 1,725.9
Closing balance per accounts at 30 June 2020 465,777,131 289.1 1,436.8 1,725.9
Buyback and issuance of securities for exercised
performance and service rights2 $4.63 (2.3) (10.8) (13.1)
Tax recognised directlyin equity 4.0 4.0
Closingbalance at 30 June 2021 465,777,131 290.8 1,426.0 1,716.8
Closing balance per accounts at 30 June 2021 465,777,131 290.8 1,426.0 1,716.8

1 1,641,582 stapled securities bought on-market at an average value of $12.11, offset by the exercise of 797,578 performance rights with a fair value of $1.41 and 844,004 service rights with an average value of $6.40.

2 1,549,587 stapled securities bought on-market at an average value of $13.11, offset by the exercise of 821,840 performance rights with a fair value of $2.65 and 727,747 service rights with an average value of $6.85.

(b) Ordinary stapled securities

Ordinary stapled securities are classified as equity. Incremental costs directly attributable to the issue of new stapled securities or options are shown in equity as a deduction, net of tax, from the proceeds.

Ordinary stapled securities entitle the holder to participate in Distributions/Dividends and the proceeds on winding up of the Company/Trust in proportion to the number of and amounts paid on the stapled securities held.

On a show of hands, every holder of ordinary stapled securities present at a meeting in person or by proxy is entitled to one vote and upon a poll, each holder is entitled to one vote per security that they hold.

(c) Distribution Re-investment Plan

The Group has established a Distribution Re-investment Plan (DRP) under which holders of ordinary stapled securities may elect to have all or part of their distribution satisfied by the issue of new ordinary stapled securities rather than by being paid in cash. The DRP was suspended for the distribution paid on 25 August 2016 and subsequent distributions.

68

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

18 Reserves

18 Reserves
Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
$'m $'m $'m $'m
Business combination reserve (52.0) (52.0)
Security-based benefits reserve 24.0 16.2
Cash flow hedge reserve 0.8 4.8 0.8 4.8
Foreign currency basis reserve (1.4) (1.0) (1.4) (1.0)
Transactions with non-controlling interests 0.3 0.3 0.3 0.3
Other reserves 2.4 1.2 (1.2) (1.3)
(25.9) (30.5) (1.5) 2.8
Charter Hall Limited (24.4) (33.3)
Charter Hall PropertyTrust (1.5) 2.8 (1.5) 2.8
(25.9) (30.5) (1.5) 2.8

(a) Business combination reserve

This reserve relates to the reverse acquisition at the initial public offering (IPO) in 2005. This is the amount that relates to the investment in CHH that is not eliminated by paid-in capital. No goodwill is recognised as this transaction is the result of a reverse acquisition.

(b) Security-based benefits reserve

The security based benefits reserve is used to recognise the fair value of rights and options issued under the PROP.

19 Non-controlling interests

During the year, the Group decreased its holding in the Charter Hall Direct Long WALE Fund, formerly Charter Hall Direct Diversified Consumer Staples Fund (DCSF), from 39.6% to 32.3% (2020: from 41.9% to 39.6%), increasing the non-controlling interest from 60.4% to 67.7%. The net subscriptions for units were $14.5 million (2020: $2.0 million proceeds on redemption), paid in cash. There is no difference between the redemption proceeds and amount transferred to non-controlling interests (2020: $0.5 million has been recognised directly in equity).

been recognised directly in equity).
Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
Summarised balance sheet $'m $'m $'m $'m
Current assets 36.9 3.0 36.9 3.0
Current liabilities 4.0 1.0 4.0 1.0
Current net assets 32.9 2.0 32.9 2.0
Non-current assets 209.9 173.8 209.9 173.8
Non-current liabilities 39.7 67.3 39.7 67.3
Non-current net assets 170.2 106.5 170.2 106.5
Net assets 203.1 108.5 203.1 108.5
Accumulated non-controlling interest 137.5 65.5 137.5 65.5
2021 2020 2021 2020
Summarised statement of comprehensive income $'m $'m $'m $'m
Revenue 13.6 10.9 13.6 10.9
Profit for the period 30.1 3.2 30.1 3.2
Other comprehensive loss (0.1) (0.1)
Total comprehensive income 30.1 3.1 30.1 3.1
Comprehensive income allocated to non-controlling 18.8 2.2 18.8 2.2

69

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

20 Remuneration of auditors

During the year, the following fees were paid or payable for services provided by the auditors of the Charter Hall Group and Charter Hall Property Trust Group, their related practices and non-related audit firms:

Charter Hall Property Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$ $ $ $
(a) Audit services
PricewaterhouseCoopers – Australian Firm
Audit and review of financial reports 457,970 585,126 11,310 8,529
Audit and review of financial reports for DLWF 48,153 30,259 48,153 30,259
Other assurance services 12,550 7,721
Total remuneration for audit services 518,673 623,106 59,463 38,788
(b) Taxation services
PricewaterhouseCoopers – Australian Firm
Taxation services 9,300 98,800 9,100
PricewaterhouseCoopers – New Zealand Firm
Taxation services for DLWF 1,472 5,944 1,472 5,944
Total remuneration for taxation services 10,772 104,744 1,472 15,044
(c) Advisory services
PricewaterhouseCoopers – Australian Firm
Accountingadvice 60,000
Total remuneration for advisory services 60,000

21 Reconciliation of profit after tax to net cash inflow from operating activities

Charter Hall Property Charter Hall Property
Charter Hall Group Trust Group
2021 2020 2021 2020
$'m $'m $'m $'m
Profit after tax for the year 495.6 348.1 329.3 146.7
Non-cash items:
Amortisation of intangibles 1.5 6.9
Impairment of associates 6.9 13.6 6.9 13.6
Depreciation and amortisation 7.8 11.9 1.5 1.3
Non-cash security-based benefits expense 7.0 9.9
Net gain on sale of investments, property and derivatives (0.4) (15.5) (0.4) (15.5)
Fair value adjustments (30.9) 8.5 (30.9) 8.5
Unrealised net loss on derivative financial instruments 2.0 2.8 2.0 2.8
Foreign exchange movements 0.3 (0.9) 0.3
Change in assets and liabilities, net of effects from purchase of
controlled entity:
(Increase)/decrease in trade debtors and other receivables (16.6) 48.4 0.2 (6.4)
Increase/(decrease) in trade creditors and accruals 26.2 13.9 1.0 (0.6)
Increase in development assets (42.8) (11.8)
Share of net profits from equity accounted investments in associates
and joint ventures (211.2) (51.4) (199.0) (46.0)
(Increase)/decrease for net deferred income tax (19.5) 17.0
Net cash inflow from operating activities 225.6 402.6 109.7 104.7

Distributions and interest income received on investments has been classified as cash flow from operating activities.

70

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

22 Capital and financial risk management

(a) Capital risk management

The key capital risk management objective of the Group and CHPT is to optimise returns through the mix of available capital sources whilst complying with statutory and constitutional capital requirements and complying with the covenant requirements of the finance facility. The capital management approach is regularly reviewed by management and the Board as part of the overall strategy. The capital mix can be altered by issuing new units, electing to have the DRP underwritten, adjusting the amount of distributions paid, activating a stapled security buyback program or selling assets.

(b) Financial risk management

Both the Group and CHPT activities expose it to a variety of financial risks: market risk (price risk, interest rate risk and foreign exchange risk), credit risk and liquidity risk. The Group’s overall risk management framework focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. From time to time, the Group uses derivative financial instruments such as interest rate swaps and option contracts to hedge certain risk exposures.

Risk management is carried out by the Group Treasurer, the Chief Financial Officer and the Managing Director and Group CEO in consultation with senior management, the Audit, Risk and Compliance Committee and the Board of Directors. The Group Treasurer identifies, evaluates and hedges financial risks in close co-operation with the Chief Financial Officer. The Board provides guidance for overall risk management, as well as covering specific areas, such as mitigating price, interest rate and credit risks, the use of derivative financial instruments and investing excess liquidity.

(i) Market risk

Unlisted unit price risk

The Group is exposed to unlisted unit price risk. This arises from investments in unlisted property funds managed by the Group. These funds invest in direct property. Charter Hall manages all the funds that the Group invests in and its executives have a sound understanding of the underlying property values and trends that give rise to price risk. The carrying value of investments in associates at fair value through profit or loss is measured with reference to the funds’ unit prices which are determined in accordance with the funds’ respective constitutions. The key determinant of the unit price is the underlying property values which are approved by the respective fund board or investment committee and the Executive Property Valuation Committee.

71

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

22 Capital and financial risk management continued

The following table illustrates the potential impact a change in unlisted unit prices by +/–10% would have on the Group and CHPT’s profit and equity. The movement in the price variable has been determined based on management’s best estimate, having regard to a number of factors, including historical levels of price movement, historical correlation of the Group’s investments with the relevant benchmark and market volatility. However, actual movements in the price may be greater or less than anticipated due to a number of factors. As a result, historic price variations are not a definitive indicator of future price variations.

10%
Impact on
Carrying Profit
amount and Equity
$'m $'m
Charter Hall Group
2021
Assets – Charter Hall Group
Investments in associates at fair value through profit or loss 46.2 4.6
Investments in financial assets at fair value through profit or loss
2020
Assets – Charter Hall Group
Investments in associates at fair value through profit or loss 25.9 2.6
Investmentsin financialassets atfair value throughprofit or loss 101.2 10.1
Charter Hall Property Trust Group
2021
Assets – Charter Hall Property Trust Group
Investments in associates at fair value through profit or loss 46.2 4.6
Investments in financial assets at fair value through profit or loss
2020
Assets – Charter Hall Property Trust Group
Investments in associates at fair value through profit or loss 25.9 2.6
Investments in financial assets at fair value through profit or loss 101.2 10.1

The impact on equity is the same as the impact on profit. The impact of a -10% change is the reverse of the impact shown for a +10% change.

Cash flow and fair value interest rate risk

The Group has long-term interest-bearing assets from unsecured loans receivable to development partners of $10.1 million. This exposure is not considered to be material to the Group.

CHPT and Charter Hall Limited are part of an unsecured stapled loan arrangement maturing on 30 June 2023 with interest charged on an arm’s length basis. Refer to Note 24(e) for further details.

The Group’s and CHPT’s external interest rate risk arises from the debt facilities disclosed in Note 15. Borrowings drawn at variable rates expose both the Group and CHPT to cash flow interest rate risk. Borrowings drawn at fixed rates expose both the Group and CHPT to fair value interest rate risk. The Group’s and CHPT’s policy is to mitigate interest rate risk by ensuring that interest rates on core borrowings for the anticipated debt term match the use of those funds. Core borrowings are defined as being the level of borrowings that are expected to be held for a period of more than two years.

(ii) Interest rate risk exposure

The Group’s and CHPT’s external interest rate risk arises from the debt facilities disclosed in Note 15 bearing a variable interest rate.

In addition, CHPT’s exposure arises from an unsecured stapled loan maturing on 30 June 2023 payable to Charter Hall Limited bearing a variable interest rate.

72

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

22 Capital and financial risk management continued

Interest rate sensitivity analysis

The following tables illustrate the potential impact a change in interest rates of +/–1% would have on the Group and CHPT’s profit and equity, resulting from changes in Australian interest rates applicable at 30 June 2021, with all other variables remaining constant.

1%
Impact on
Effective Carrying Profit
interest rate Fair value amount and Equity
$'m $'m $'m
Charter Hall Group
2021
Financial assets
Cash and cash equivalents 0.3% 351.9 351.9 3.5
Financial liabilities
Borrowings 1.3% 552.8 552.8 (5.0)
Total increase/(decrease) (200.9) (1.5)
2020
Financial assets
Cash and cash equivalents 1.0% 238.9 238.9 2.4
Financial liabilities
Borrowings 3.0% 366.7 366.7
Total increase/(decrease) (137.8) 2.4
Charter Hall Property Trust Group
2021
Financial assets
Cash and cash equivalents 0.3% 71.3 71.3 0.7
Loan receivable from Charter Hall Ltd 4.4% 12.3 12.3 0.1
Financial liabilities
Borrowings 1.3% 552.8 552.8 (5.0)
Total increase/(decrease) (469.2) (4.2)
2020
Financial assets
Cash and cash equivalents 1.0% 12.7 12.7 0.1
Financial liabilities
Loan payable to Charter Hall Ltd 6.6% 20.6 20.6 0.2
Borrowings 3.0% 366.7 366.7
Total increase/(decrease) 0.1

The impact on equity is the same as the impact on profit. The impact of a -1% change is the reverse of the impact shown for a +1% change.

The fair value of interest-bearing liabilities is inclusive of costs which would be incurred on settlement of a liability, and is based upon market prices, where a market exists, or by discounting the expected future cash flows by the current interest rates for liabilities with similar risk profiles.

The effect of changes in interest rates on the Group’s and CHPT’s profit and equity shown in the table above is mainly impacted by a change in interest payable on floating rate interest, offset by changes in the fair value of derivative financial instruments hedging this exposure.

(iii) Foreign exchange risk

The Group and CHPT’s principal exposure to foreign exchange risk arises from its investments in foreign subsidiaries and exposure to bond issuances denominated in US dollars. The major asset held by foreign subsidiaries is cash in foreign denominated bank accounts. Cross currency swaps are used to convert US dollar borrowings into Australian dollar exposure.

73

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

22 Capital and financial risk management continued

(iv) Hedge accounting of derivatives

Where all relevant criteria are met, hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. See Note 16 for derivatives held by the Group.

The Group’s accounting policy for its fair value and cash flow hedges is set out in Note 33(l).

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.

The Group hedges 100% of its foreign denominated debt and fixed rate medium term note. The Group enters into cross currency interest rate swaps and interest rate swaps that have critical terms that match the hedged item, such as payment dates, maturities and notional amount. The Group uses the hypothetical derivative method to assess effectiveness. Hedge ineffectiveness may occur due to credit/debit value adjustments and differences in critical terms between the hedging instrument and the hedged item.

Hedging instruments used by the Group

Cross currency interest rate swaps currently in place cover 100% (2020: 100%) of the foreign denominated debt outstanding. The payable variable AUD interest rates of the swaps are 2.0% (2020: 2.0%) above the 90-day bank bill swap rate which at the end of the reporting period was 0.1% (2020: 0.2%) and the receivable USD fixed rates of the loans are 4.6% (2020: 4.6%).

Interest rate swaps currently in place for the medium term note cover 100% of debt outstanding. The receivable fixed interest rate of the swaps currently in place is 3.1% and the payable is the 90-day bank bill swap rate plus 1.50% margin.

See Note 15(a) for further details of swaps held by the Group.

Effects of hedge accounting on the financial position and performance

The effects of the cross currency interest rate swaps and interest rate swaps on the Group’s financial position and performance are as follows:

Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
Cross currency interest rate swaps
Carrying amount 31.2 73.6 31.2 73.6
Notional amount 231.5 231.5 231.5 231.5
Maturity date August-2028 August-2028
August-2028
August-2028
Hedge ratio¹ 1:1 1:1
1:1
1:1
Change in fair value of outstanding hedging instruments since 1 July (42.4) 33.3 (42.4) 33.3
Change in value of hedged item used to determine hedge effectiveness
41.0
(32.0)
41.0
(32.0)
Interest rate swaps
Carrying amount 3.7 3.7
Notional amount 250.0 250.0
Maturity date April-2031 n/a
April-2031
n/a
Hedge ratio¹ 1:1 n/a
1:1
n/a
Change in fair value of outstanding hedging instruments since 1 July 3.7 3.7
Change in value of hedged item used to determine hedge effectiveness
(3.5)
(3.5)

1 The underlying rate on interest rate swaps is the same as the rate exposure on the debt, therefore the hedge ratio is 1:1.

74

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

22 Capital and financial risk management continued

(c) Credit risk

The Group and CHPT have policies in place to ensure that sales of services are made to customers with appropriate credit histories to minimise risk of default. A default is when the counterparty fails to fulfil its obligations under the terms of the financial asset causing financial loss to the Group and CHPT.

The Group derives 64.5% of its income from management fees, development revenue, transaction and other fees from related parties. A further 31.1% of the Group’s income is derived from equity accounted investments in property funds and distributions from investments in property funds held at fair value through the profit and loss.

CHPT derives 84.4% of its income from equity accounted investments in property funds and distributions from investments in property funds held at fair value through profit and loss.

Where appropriate, tenants in the underlying property funds for the Group and CHPT are assessed for creditworthiness, taking into account their financial position, past experience and other factors. Refer to Note 9(c) for more information on credit risk.

Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group and CHPT have policies that limit the amount of credit exposure to any one financial institution.

The Group and CHPT applies the AASB 9 simplified approach to measuring expected credit losses which involves a lifetime expected loss allowance for all trade and other financial assets. The Group considers its financial asset balances to be low risk and thus the methodology has not resulted in the recognition of an impairment of any financial assets.

The loss allowances for trade and other financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions, based on the Group’s history, existing market conditions and forward looking estimates at the end of each reporting period.

(d) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Group and CHPT aim at maintaining flexibility in funding by keeping committed credit lines available.

Maturities of financial liabilities

The following table provides the contractual maturity of the Group’s and CHPT’s financial liabilities. The amounts presented represent the future contractual undiscounted principal and interest cash flows and therefore do not equate to the value shown in the balance sheet. Repayments which are subject to notice are treated as if notice were given immediately.

75

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

22 Capital and financial risk management continued

22 Capital and financial risk management continued
Between
Carrying Less than one and Over Total cash
amount one year five years five years flows
$'m $'m $'m $'m $'m
Charter Hall Group
2021
Trade and other payables 174.2 170.4 0.2 3.6 174.2
Borrowings 552.8 40.0 512.8 552.8
Total financial liabilities 727.0 170.4 40.2 516.4 727.0
2020
Trade and other payables 153.9 150.1 0.1 3.7 153.9
Borrowings 382.6 15.9 66.5 300.2 382.6
Derivative financial instruments
Net contractual amountspayable/(receivable) 7.8 2.3 5.7 8.0
Total financial liabilities 544.3 168.3 72.3 303.9 544.5
Charter Hall Property Trust Group
2021
Trade and other payables 66.0 66.0 66.0
Borrowings 552.8 40.0 512.8 552.8
Total financial liabilities 618.8 66.0 40.0 512.8 618.8
2020
Trade and other payables 63.6 43.0 20.6 63.6
Borrowings 366.7 66.5 300.2 366.7
Derivative financial instruments
Net contractual amountspayable/(receivable) 7.8 2.3 5.7 8.0
Total financial liabilities 438.1 45.3 92.8 300.2 438.3

Offsetting financial assets and liabilities

The Group is a party to the master agreement as published by International Swaps and Derivative Associates, Inc. (ISDA) which allows the Group’s counterparties, under certain conditions (i.e. event of default), to set off the position owing/receivable under a derivative contract to a net position outstanding. As at 30 June 2021, there was a gross liability position of $nil (2020: $nil) with no amounts subject to offset.

As the Group does not have a legally enforceable right to set off, none of the financial assets or financial liabilities are offset on the balance sheet of the Group.

76

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

23 Fair value measurement

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

A fair value measurement of a non-financial asset takes into account the Group’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The fair value of financial instruments traded in active markets is determined using quoted market prices at the balance date. The quoted market price used for financial assets held by the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments.

(a) Recognised fair value measurement

The Charter Hall Group and the Charter Hall Property Trust Group measure and recognise the following assets and liabilities at fair value on a recurring basis:

  • Investments in associates at fair value through profit and loss (Note 2)

  • Assets held for sale (Note 10)

  • Investment properties (Note 11)

  • Derivatives (Note 16)

AASB 13 Fair Value Measurement requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

  • (i) Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • (ii) Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

  • (iii) Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

77

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

23 Fair value measurement continued

The following table presents the Charter Hall Group’s and Charter Hall Property Trust Group’s assets and liabilities measured and recognised at fair value:

recognised at fair value:
Level 1 Level 2 Level 3 Total
$'m $'m $'m $'m
Charter Hall Group
2021
Investments in associates at fair value through profit and
loss 46.2 46.2
Investment properties 193.2 193.2
Derivative financial instruments 34.9 34.9
Assets classified as held for sale 23.1 23.1
Total assets 34.9 262.5 297.4
2020
Investments in financial assets at fair value through profit
and loss 101.2 101.2
Investments in associates at fair value through profit and
loss 25.9 25.9
Investment properties 173.8 173.8
Derivative financial instruments 73.6 73.6
Total assets 101.2 73.6 199.7 374.5
Derivative financial instruments (7.8) (7.8)
Total liabilities (7.8) (7.8)
Charter Hall Property Trust Group
2021
Investments in associates at fair value through profit and
loss 46.2 46.2
Investment properties 193.2 193.2
Derivative financial instruments 34.9 34.9
Assets classified as held for sale 23.1 23.1
Total assets 34.9 262.5 297.4
2020
Investments in financial assets at fair value through profit
and loss 101.2 101.2
Investments in associates at fair value through profit and
loss 25.9 25.9
Investment properties 173.8 173.8
Derivative financial instruments 73.6 73.6
Total assets 101.2 73.6 199.7 374.5
Derivative financial instruments (7.8) (7.8)
Total liabilities (7.8) (7.8)

There have been no transfers between Level 1, Level 2 and Level 3 during the period.

(b) Disclosed fair values

The carrying amounts of current trade receivables and payables approximate their fair values due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Charter Hall Group and Charter Hall Property Trust Group for similar financial instruments. The fair value of current borrowings approximates the carrying amount, as the impact of discounting is not significant.

(c) Valuation techniques used to derive Level 2 fair values

Derivatives

Derivatives are classified as Level 2 on the fair value hierarchy as the inputs used to determine fair value are observable market data but not quoted prices.

The fair value of cross currency interest rate swaps is determined using forward foreign exchange market rates and the present value of the estimated future cash flows at the balance date.

The fair value of interest rate swaps is determined using forward interest rates and the present value of the estimated future cash flows at the balance date.

78

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

23 Fair value measurement continued

Credit value adjustments are calculated based on the counterparty’s credit risk using the counterparty’s credit default swap curve as a benchmark. Debit value adjustments are calculated based on the Group’s credit risk using debt financing available to the Group as a benchmark.

(d) Valuation techniques used to derive Level 3 fair values

Investments in associates

Certain unlisted property securities have been designated on initial recognition to be treated at fair value through profit or loss. Movements in fair value during the period have been recognised in the consolidated statement of comprehensive income. These assets have been acquired with the intention of being long-term investments. Where the assets in this category are expected to be sold within 12 months, they are classified as current assets; otherwise they are classified as non-current.

The fair value of investments in associates held at fair value through profit and loss, which are investments in unlisted securities, are determined by giving consideration to the unit prices and net assets of the underlying funds. The unit prices and net asset values are largely driven by the fair values of investment properties and derivatives held by the funds. Recent arm’s length transactions, if any, are also taken into consideration.

The fair value of investments in associates at fair value through profit or loss is impacted by the price per security of the investment. An increase to the price per security results in an increase to the fair value of the investment.

Investment property

The fair value measurement of investment property takes into account the Group’s ability to generate economic benefits by using the asset in its highest and best use.

The use of independent external valuers is on a rotational basis at least once every 12 months, or earlier, where the Responsible Entity deems it appropriate or believes there may be a material change in the carrying value of the property. The Responsible Entity has considered the impact of the COVID-19 pandemic with regards to the timing of obtaining independent external valuations and as a result, 100% of Investment Property was externally revalued as at 30 June 2021 (91.7% by value on a look-through basis).

Movements in the inputs are likely to have an impact on the fair value of investment properties. An increase in gross market rent will likely lead to an increase in fair value. A decrease in adopted capitalisation rate, adopted terminal yield or adopted discount rate will likely lead to an increase in fair value.

With the potential and uncertain economic impacts of COVID-19, future property valuations could be adversely impacted.

Where an independent valuation is not obtained, the fair value is determined using discounted cash flow and income capitalisation methods.

The table below identifies the inputs, which are not based on observable market data, used to measure the fair value (Level 3) of the investment properties:

investment properties:
Adopted Adopted Adopted
capitalisation terminal discount
Fair value
rate
yield rate
$'m
(%p.a.)
(%p.a.) (%p.a.)
2021 193.2
4.9-6.5
5.1-7.8 5.5-7.5
2020 173.8
5.2-7.3
5.3-8.8 6.0-8.0
Term Definition
Discounted Cash A method in which a discount rate is applied to future expected income streams to estimate the present value.
Flow (DCF) method
Income capitalisation A valuation approach that provides an indication of value by converting future cash flows to a single current
method capital value.
Gross market rent The estimated amount for which an interest in real property should be leased to a major tenant on the
valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm’s length
transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and
without compulsion.
Capitalisation rate The return represented bythe incomeproduced byan investment,expressed as apercentage.
Terminal yield A percentage return applied to the expected net income following a hypothetical sale at the end of the cash
flow period.
Discount rate A rate of return used to convert a future monetarysum or cash flow intopresent value.

79

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

24 Related parties

(a) Parent entity

The parent entity of the Charter Hall Group is Charter Hall Limited. The parent entity of the Charter Hall Property Trust Group is the Charter Hall Property Trust.

(b) Controlled entities

Interests in controlled entities are set out in Note 25.

(c) Key management personnel

Below are the aggregate amounts paid or payable to key management personnel (including Non-Executive Directors):

Charter Hall Property Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'000
$'000
$'000
$'000
Salary and fees 3,107 3,008
Non-Executive Director remuneration 1,429 1,372
Short-term incentives 4,290 4,290
Superannuation 65 63
Value of securities vested 2,743 2,012
Non-monetarybenefits 4 5
11,638 10,750

Detailed remuneration disclosures are provided in the Remuneration Report on pages 12 to 37.

(d) Transactions with related parties

The following income was earned from related parties during the year:

Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
$'000
$'000
$'000
$'000
Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
$'000
$'000
$'000
$'000
Associates
Accounting cost recoveries
12,524
10,261
Marketing cost recoveries
3,251
2,556
Transaction and performance fees
49,174
162,487
Management and development fees
172,871
134,748
Property management fees and cost recoveries
68,775
64,497
Development revenue
155,551

Joint ventures
Accounting cost recoveries
920
586
Marketing cost recoveries
244
176
Transaction and performance fees
3,103
2,402
Management and development fees
29,448
16,496
Property management fees and cost recoveries
10,104
6,670
Development revenue
119,691
68,922
Other
Accounting cost recoveries
1,232
2,281
Marketing cost recoveries
60
109
Transaction and performance fees
14,585
40,179
Management and development fees
8,277
18,838
Property management fees and cost recoveries
2,497
4,665
Investment-related revenue


















10,742
11,383
652,307
535,873
10,742
11,383

During the year the Group sold holdings in related party entities to other related parties totalling $198.3m (2020: $205.6m).

80

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

24 Related parties continued

The following balances arising through the normal course of business were due from related parties at balance date:

Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
$'000
$'000
$'000
$'000
Associates
Management fee receivables
19,600
13,453


Other receivables
23,852
7,221


Joint ventures
Management fee receivables
6,354
2,408


Other receivables
2,399
1,158


Other
Management fee receivables
1,168
2,358


Other receivables
8,082
1,778


61,455
28,376
-
-
Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
$'000
$'000
$'000
$'000
Associates
Management fee receivables
19,600
13,453


Other receivables
23,852
7,221


Joint ventures
Management fee receivables
6,354
2,408


Other receivables
2,399
1,158


Other
Management fee receivables
1,168
2,358


Other receivables
8,082
1,778


61,455
28,376
-
-
Associates
Management fee receivables
19,600
13,453
Other receivables
23,852
7,221
Joint ventures
Management fee receivables
6,354
2,408
Other receivables
2,399
1,158
Other
Management fee receivables
1,168
2,358
Other receivables
8,082
1,778






61,455
28,376
-
-

(e) Loans to/(from) related parties

Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
$'000
$'000
$'000
$'000
Loans to joint ventures
Opening balances
4,397
47,563
-
38,919
Loans advanced

140


Loan repayments received
(1,376)
(43,508)

(38,900)
Interest charged

812

812
Interest received/receivable
239
(610)

(831)
Closing balance
3,260
4,397
-
-
Loans from joint ventures
Opening balances

3,647


Loan repayments made

(3,647)


Closing balance


-
-
Loans to other related parties
Opening balances
13,168
13,973


Loans advanced
7,320
5,133


Loan repayments received
(14,286)
(6,971)


Interest received/receivable
747
1,033


Closing balance
6,949
13,168
-
-
Loans from other related parties
Opening balances
15,948
3,852


Loans advanced

12,096


Loan repayments made
(15,948)



Closing balance

15,948
-
-
Loans to/(from) Charter Hall Limited
Opening balances


(20,581)
43,161
Loans advanced


618,339
379,618
Loan repayments received


(587,292)
(446,340)
Interest received/receivable


1,815
2,980
Closing balance


12,281
(20,581)
Charter Hall Group
Charter Hall Property
Trust Group
2021
2020
2021
2020
$'000
$'000
$'000
$'000
Loans to joint ventures
Opening balances
4,397
47,563
-
38,919
Loans advanced

140


Loan repayments received
(1,376)
(43,508)

(38,900)
Interest charged

812

812
Interest received/receivable
239
(610)

(831)
Closing balance
3,260
4,397
-
-
Loans from joint ventures
Opening balances

3,647


Loan repayments made

(3,647)


Closing balance


-
-
Loans to other related parties
Opening balances
13,168
13,973


Loans advanced
7,320
5,133


Loan repayments received
(14,286)
(6,971)


Interest received/receivable
747
1,033


Closing balance
6,949
13,168
-
-
Loans from other related parties
Opening balances
15,948
3,852


Loans advanced

12,096


Loan repayments made
(15,948)



Closing balance

15,948
-
-
Loans to/(from) Charter Hall Limited
Opening balances


(20,581)
43,161
Loans advanced


618,339
379,618
Loan repayments received


(587,292)
(446,340)
Interest received/receivable


1,815
2,980
Closing balance


12,281
(20,581)
Loans to joint ventures
Opening balances
4,397
47,563
Loans advanced

140
Loan repayments received
(1,376)
(43,508)
Interest charged

812
Interest received/receivable
239
(610)
-
38,919


(38,900)

812

(831)
Closing balance
3,260
4,397
-
-
Loans from joint ventures
Opening balances

3,647
Loan repayments made

(3,647)


Closing balance

-
-
Loans to other related parties
Opening balances
13,168
13,973
Loans advanced
7,320
5,133
Loan repayments received
(14,286)
(6,971)
Interest received/receivable
747
1,033




Closing balance
6,949
13,168
-
-
Loans from other related parties
Opening balances
15,948
3,852
Loans advanced

12,096
Loan repayments made
(15,948)



Closing balance

15,948
-
-
Loans to/(from) Charter Hall Limited
Opening balances


Loans advanced


Loan repayments received


Interest received/receivable

(20,581)
43,161
618,339
379,618
(587,292)
(446,340)
1,815
2,980
Closing balance

12,281
(20,581)

No provisions for expected credit losses have been raised in relation to any outstanding balances.

The loan to CHL comprises an unsecured stapled loan maturing on 30 June 2023. Interest is charged on an arm’s length basis which, at 30 June 2021, amounted to a weighted average rate of 4.4%. At 30 June 2020, the balance consisted of a loan from CHL to CHPT with a weighted average interest rate of 6.6%.

(f) Fees paid to the Responsible Entity or its associates

Fees paid to the Responsible Entity of the Charter Hall Property Trust, and its associates, by the Charter Hall Property Trust Group amounted to $4,161,000 (2020: $3,146,000). At 30 June 2021, related fees payable amounted to $1,907,000 (2020: $480,000).

81

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

25 Controlled entities

(a) Critical judgements

The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Critical judgements are made in assessing whether an investee entity is controlled or subject to significant influence or joint control. These judgements include an assessment of the nature, extent and financial effects of the Group’s interest in investee entities, including the nature and effects of its contractual relationship with the entity or with other investors.

(b) Principal controlled entities of the Charter Hall Group

The Group’s principal subsidiaries where the majority of activities are undertaken as at 30 June 2021 are set out below. The country of incorporation or registration is also their principal place of business, unless otherwise stated.

Country of Class of 2021 2020
Name of entity incorporation Principal activity securities % %
Controlled entities of Charter Hall Limited
Charter Hall Holdings Pty Limited Australia Property management Ordinary 100 100
Charter Hall Opportunity Fund No. 5 Australia Property development Ordinary 93 93
Folkestone Limited Australia Property management Ordinary 100 100
Charter Hall Social Infrastructure Limited Australia Responsible entity Ordinary 100 100
Charter Hall Direct Property Management Limited Australia Responsible entity Ordinary 100 100
Charter Hall FLK Funds Management Limited Australia Responsible entity Ordinary 100 100
Charter Hall Investment Management Limited Australia Responsible entity Ordinary 100 100
Charter Hall Retail Management Limited Australia Responsible entity Ordinary 100 100
Charter Hall WALE Limited Australia Responsible entity Ordinary 100 100
Charter Hall Wholesale Management Limited Australia Responsible entity Ordinary 100 100
Charter Hall Development Services Pty Ltd Australia Property development Ordinary 100 100
Folkestone No 3 Pty Limited Australia Property investment Ordinary 100 100
Controlled entities of Charter Hall Property Trust
Charter Hall Co-Investment Trust Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 2 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 3 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 4 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 6 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 7 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 8 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 9 Australia Property investment Ordinary 100 100
CHPT Exchange Trust Australia Property investment Ordinary 100 100
Charter Hall Direct Long WALE Fund Australia Property investment Ordinary 32 40
CHPT RP2 Trust Australia Property investment Ordinary 100 100
CHC Finance Pty Ltd Australia Financing entity Ordinary 100 -
(c)
Principal controlled entities of the Charter Hall Property Trust Group
Country of Class of 2021 2020
Name of entity incorporation Principal activity securities % %
Controlled entities of Charter Hall Property Trust
Charter Hall Co-Investment Trust Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 2 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 3 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 4 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 6 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 7 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 8 Australia Property investment Ordinary 100 100
Charter Hall Co-Investment Trust 9 Australia Property investment Ordinary 100 100
CHPT Exchange Trust Australia Property investment Ordinary 100 100
Charter Hall Direct Long WALE Fund Australia Property investment Ordinary 32 40
CHPT RP2 Trust Australia Property investment Ordinary 100 100
CHC Finance Pty Ltd Australia Financing entity Ordinary 100 -

82

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

26 Interests in unconsolidated structured entities

The Charter Hall Group considers its investments in associates and joint ventures to be unconsolidated structured entities, on the basis that the Group’s voting rights are not the sole factor in determining whether control over an entity exists. Where the Group determines that control over an entity does not exist, the entity is recognised as an associate or joint venture of the Group for reporting purposes.

The activities and objectives of the unconsolidated structured entities of the Group include property investment for annuity income and medium to long-term capital growth and/or development profit.

The aggregate of all the Group’s interests and maximum exposure to loss in unconsolidated structured entities, being the Group’s interests in associates and joint ventures, are included in the table below:

Charter Hall Property Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'m $'m $'m $'m
Current assets
Trade receivables 17.4 11.0 0.5 0.5
Distributions receivable 35.4 30.2 34.1 28.8
Loans to associates andjoint ventures 4.2 2.4
Total current assets 57.0 43.6 34.6 29.3
Non-current assets
Loans to related parties 5.9 14.3
Investments at fair value through profit or loss 46.2 127.1 46.2 127.1
Investments accounted for usingthe equitymethod 2,321.6 1,875.4 2,234.6 1,794.8
Total non-current assets 2,373.7 2,016.8 2,280.8 1,921.9
Total carrying amount of interests in unconsolidated structured
entities 2,430.7 2,060.4 2,315.4 1,951.2
Total funds under management in unconsolidated structured
entities 52,288.9 40,549.4 51,751.2 39,900.8

There are no additional arrangements that would expose the Charter Hall Group or Charter Hall Property Trust Group to losses beyond the carrying amounts.

During the year, the Charter Hall Group earned fees from structured entities in its capacity as investment manager. Refer to Note 24 for further information.

No financial support has been provided to the funds beyond the loans disclosed in the above table.

27 Commitments

(a) Capital commitments

Charter Hall Group

The Group has capital expenditure and a funding guarantee contracted for at the reporting date but not recognised as liabilities of $34.4 million at 30 June 2021 (2020: $42.4 million) relating to a development joint venture.

Charter Hall Property Trust Group

The Trust Group had no contracted capital commitments as at 30 June 2021 (2020: $nil).

28 Contingent liabilities

The Group has nil contingent liabilities as at 30 June 2021 (2020: $nil) other than the bank guarantees provided for under the bank facility held by Charter Hall Property Trust (refer to 15(a)).

83

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

29 Security-based benefits expense

(a) Charter Hall – Performance Rights and Options Plan (PROP)

Charter Hall Group and 2018 2019 2020 2021 Total
Charter Hall PropertyTrust Group Number Number Number Number Number
Performance rights
Rights issued 23/11/17 871,739 871,739
Rights issued 28/11/18 1,015,843 1,015,843
Rights issued 28/11/19 713,588 713,588
Rights issued 28/11/20 838,798 838,798
Performance rights issued 871,739 1,015,843 713,588 838,798 3,439,968
Number of rights forfeited/lapsed
Prior years (49,899) (36,497) (15,263) (101,659)
Current year
Number of rights vested
Currentyear (821,840) (821,840)
Closing balance 979,346 698,325 838,798 2,516,469
Service rights
Rights issued 23/11/17 353,091 353,091
Rights issued 28/11/18 1,748,977 1,748,977
Rights issued 25/11/19 178,903 178,903
Rights issued 28/11/19 260,000 260,000
Rights issued 15/09/20 672,282 672,282
Rights issued 28/11/20 319,856 319,856
Service rights issued 353,091 1,748,977 438,903 992,138 3,533,109
Number of rights forfeited/lapsed
Prior years (5,964) (96,899) (102,863)
Current year
Number of rights vested
Prior years (315,638) (657,679) (973,317)
Currentyear (31,489) (606,803) (89,455) (727,747)
Closing balance 387,596 349,448 992,138 1,729,182

(b) PROP expense

Total expenses related to the PROP recognised during the year as part of employee benefit expense were as follows:

Charter Hall Property Charter Hall Property
Charter Hall Group Trust Group
2021 2020
2021
2020
$'m $'m $'m $'m
Performance rights and option plan 6.8 9.7

84

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

29 Security-based benefits expense continued

(c) Option inputs

The Black-Scholes or Monte Carlo method, as applicable, is utilised for valuation and accounting purposes. The model inputs to assess the fair value of the PROP rights granted during FY2021 are as follows:

CHC CHC CHC CHC CQR
Performance Service Service Service Service
rights rights – rights – rights – rights –
Mandatory
Deferred STI
Voluntary
Deferred STI
Sign-on Deferred STI
Grant date 26/11/2020 26/11/2020 15/09/2020 26/11/2020 26/11/2020
Stapled security price at grant date1 $13.12 $13.12 $12.38 $13.12 $3.86
Fair value of right $10.33 $12.68 $10.74 $12.28 $3.57
Expected volatility2 33.5% 50.5% 31.5% 41.3% 40.9%
Dividend yield 2.7% 2.7% 2.9% 2.7% 6.4%
Risk-free interest rate 0.2% 0.2% 0.3% 0.2% 0.2%

1 The grant date reflects the date the rights were allocated. Participants are eligible and performance period commences from 1 July of the relevant financial year for performance rights.

2 Expected volatility takes into account historical market price volatility.

(d) Charter Hall General Employee Security Plan (GESP)

During the year, eligible employees received up to $1,000 (2020: $1,000) in stapled securities which vested immediately on issue but are held in trust until the earlier of the completion of three years’ service or termination. An expense of $434,931 (2020: $468,139) was recognised in relation to this plan during the year. For the GESP, the cost of the stapled securities bought on-market to settle the award liability is included in employee benefits expense.

(e) Accounting policy

Security-based benefits

Security-based compensation benefits are provided to employees via the Charter Hall Performance Rights and Options Plan (PROP) and the General Employee Security Plan (GESP). For market-based performance rights, the fair value at grant date is independently valued using a Monte Carlo simulation pricing model that takes into account the exercise price, the term of the rights, impact of dilution, stapled security price at grant date, expected price volatility of the underlying stapled security, expected dividend yield and the risk-free interest rate for the term of the rights and market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of rights that are expected to vest. For non-market based performance rights, the fair value at grant date is independently valued using the Black-Scholes methodology. At each reporting date, the entity revises its estimate of the number of rights that are expected to vest. The employee benefits expense recognised each year takes into account the most recent estimate.

Upon the vesting of stapled securities, the balance of the stapled security-based benefits reserve relating to those stapled securities is transferred to equity, net of any directly attributable transaction costs.

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Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

30 Parent entity financial information

(a) Summary financial information

The individual financial statements for the parent entity of the Charter Hall Group, being Charter Hall Limited, and the parent entity of the Charter Hall Property Trust Group, being the Charter Hall Property Trust, have been prepared on the same basis as the Group’s financial statements:

financial statements:
Charter Hall
Charter Hall Limited Property Trust
2021 2020 2021 2020
Balance sheet $'m $'m $'m $'m
Current assets 296.0 169.6 63.7 24.3
Total assets 562.7 453.3 1,797.4 1,771.5
Current liabilities 64.9 99.4 60.2 40.7
Total liabilities 455.1 351.5 321.1 345.2
Shareholders' equity
Issued capital 290.8 289.1 1,426.0 1,436.8
Other reserves (53.6) (53.6) (0.5) 3.1
Accumulatedprofit/(losses) (129.6) (133.7) 50.8 (13.6)
Net equity 107.6 101.8 1,476.3 1,426.3
Profit for the year 74.6 88.3 254.1 32.6
Total comprehensive income for the year 74.6 88.3 254.1 32.6

Notwithstanding the net current liability, Charter Hall Property Trust has total net assets of $1.5 billion and liquidity through the interstaple loan with Charter Hall Limited.

(b) Contingent liabilities of the parent entity

Charter Hall Limited and Charter Hall Property Trust had no contingent liabilities as at 30 June 2021 (2020: $nil) other than the bank guarantees provided for under the bank facility held by Charter Hall Property Trust (refer to Note 15(a)).

(c) Contractual commitments

As at 30 June 2021, Charter Hall Limited had no contractual commitments (2020: $nil).

As at 30 June 2021, Charter Hall Property Trust had no contractual commitments (2020: $nil).

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Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

31 Deed of cross guarantee

Charter Hall Group

Charter Hall Limited (CHL) and its wholly owned subsidiaries, Charter Hall Holdings Pty Ltd (CHH) and Folkestone Limited (FLK), are parties to a deed of cross guarantee under which each company guarantees the debts of the others. By entering into the deed, CHH and FLK have been relieved from the requirement to prepare financial statements and a Directors’ report under ASIC Instrument 2016/785 issued by the Australian Securities and Investments Commission. FLK was added by assumption deed to the deed of cross guarantee from 3 May 2019.

(a) Consolidated statement of comprehensive income and summary of movements in consolidated accumulated losses The above companies represent a ‘closed group’ for the purposes of the Instrument and, as there are no other parties to the deed of cross guarantee that are controlled by Charter Hall Limited, they also represent the ‘extended closed group’.

Set out as follows is a consolidated statement of comprehensive income and a summary of movements in consolidated accumulated losses for the year of the closed group consisting of CHL, CHH and FLK.

losses for the year of the closed group consisting of CHL, CHH and FLK.
2021 2020
$'000 $'000
Statement of comprehensive income
Revenue 356.0 440.0
Employee benefits expense (147.9) (147.3)
Depreciation and amortisation (7.8) (15.9)
Finance costs (2.8) (4.7)
Share of net profit of associates accounted for using the equity method 0.1
Other expenses (26.5) (27.9)
Profit before income tax 171.0 244.3
Income tax expense (52.3) (72.2)
Profit for the year 118.7 172.1
Accumulated profit/(losses) at the beginning of the financial year 84.5 (6.1)
Profit for the year 118.7 172.1
Dividendspaid/payable (70.6) (81.5)
Accumulated profit at the end of the financial year 132.6 84.5

87

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

31 Deed of cross guarantee continued

(b) Balance sheet

Set out below is a consolidated balance sheet of the closed group consisting of CHL, CHH and FLK.

31 Deed of cross guaranteecontinued
(b) Balance sheet
Set out below is a consolidated balance sheet of the closed group consisting of CHL, CHH and FLK.
2021 2020
$'m $'m
Assets
Current assets
Cash and cash equivalents 178.0 198.2
Receivables and other assets 80.5 55.6
Total current assets 258.5 253.8
Non-current assets
Net loans payable to related entities 5.4
Loans due from Charter Hall Property Trust 20.6
Investment in associates at fair value through profit or loss 15.1 15.1
Investment in associates 2.8 3.3
Investments in controlled entities 193.5 193.5
Property, plant and equipment 14.4 20.8
Intangible assets 71.0 71.0
Right-of-use assets 9.3 8.5
Deferred tax assets 13.8 10.7
Total non-current assets 325.3 343.5
Total assets 583.8 597.3
Liabilities
Current liabilities
Trade and other liabilities 129.6 167.4
Lease liabilities 4.5 4.0
Total current liabilities 134.1 171.4
Non-current liabilities
Trade and other liabilities 3.8 3.6
Loans due to Charter Hall Property Trust 12.3
Net loans due to related entities 47.0
Lease liabilities 10.7 11.1
Total non-current liabilities 26.8 61.7
Total liabilities 160.9 233.1
Net assets 422.9 364.2
Equity
Contributed equity 290.8 289.1
Reserves (0.5) (9.4)
Accumulatedprofit 132.6 84.5
Total equity 422.9 364.2

32 Events occurring after the reporting date

No matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect:

(a) The Group’s operations in future financial years; or

(b) The results of those operations in future financial years; or

(c) The Group’s state of affairs in future financial years.

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Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

33 Summary of significant accounting policies

The significant policies which have been adopted in the preparation of these consolidated financial statements for the year ended 30 June 2021 are set out below. These policies have been consistently applied to the years presented, unless otherwise stated.

Changes in accounting policies

(a) New and amended standards adopted

The Group revised its accounting policy in relation to Softwareas-a-service (SaaS) during the year. No other new accounting standards or amendments have come into effect for the year ended 30 June 2021 that affect the Group’s operations or reporting requirements.

Software-as-a-Service (SaaS) arrangements

During the year, the Group revised its accounting policy in relation to upfront configuration and customisation costs incurred in implementing SaaS arrangements in response to the IFRIC agenda decision clarifying its interpretation of how current accounting standards apply to these types of arrangements.

SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s application software over the contract period. Costs incurred to configure or customise, and the ongoing fees to obtain access to the cloud provider's application software, are recognised as operating expenses when the services are received.

Where costs incurred are for the development of software code that enhances or modifies, or creates additional capability to, existing on-premise or services-as-a-platform systems and meets the definition of and recognition criteria for an asset, these costs are recognised as software assets and depreciated over the useful life of the software on a straight-line basis. The useful lives of these assets are reviewed at least at the end of each financial year, and any change accounted for prospectively as a change in accounting estimate.

Adjustments recognised on adoption of new policy

As a result of adopting the new SaaS policy, associated costs previously capitalised and depreciated as software assets but now considered to be SaaS arrangements have been identified along with their corresponding deferred tax liability. The Group has adopted this change in policy with the following items affected:

  • Software assets – decreased by $6.7m

  • Deferred tax liability – increased by $2.0m

On adoption the impact of the above item was reflected in the retained earnings.

Significant accounting policies

(b) Controlled entities

The Charter Hall Group (Group or CHC) is a ‘stapled’ entity comprising Charter Hall Limited (Company or CHL) and its controlled entities, and Charter Hall Property Trust (Trust) and its controlled entities (CHPT Group). The shares in the Company are stapled to the units in the Trust. The stapled securities cannot be

traded or dealt with separately. The stapled securities of the Group are listed on the Australian Securities Exchange (ASX). CHL has been identified as the parent entity in relation to the stapling.

The two Charter Hall entities comprising the stapled Group remain separate legal entities in accordance with the Corporations Act 2001, and are each required to comply with the reporting and disclosure requirements of Accounting Standards and the Corporations Act 2001.

As permitted by ASIC Corporations (Stapled Group Reports) Instrument 2015/838, this financial report is a combined financial report that presents the consolidated financial statements and accompanying notes of both the Charter Hall Group and the Charter Hall Property Trust Group.

The financial report of the Charter Hall Group comprises CHL and its controlled entities, including Charter Hall Funds Management Limited (Responsible Entity) as responsible entity for CHPT and CHPT and its controlled entities. The results and equity not directly owned by CHL, of CHPT have been treated and disclosed as a non-controlling interest. Whilst the results and equity of CHPT are disclosed as a non-controlling interest, the stapled securityholders of CHL are the same as the stapled securityholders of CHPT. The financial report of the Charter Hall Property Trust Group comprises the Trust and its controlled entities.

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001, and continue to be prepared on the going concern basis of accounting. The Charter Hall Group and Charter Hall Property Trust Group are for-profit entities for the purpose of preparing the consolidated financial statements.

On 6 June 2005, CHL acquired Charter Hall Holdings Pty Ltd (CHH). Under the terms of AASB 3 Business Combinations , CHH was deemed to be the accounting acquirer in this business combination. This transaction was therefore accounted for as a reverse acquisition under AASB 3. Accordingly, the consolidated financial statements of the Group have been prepared as a continuation of the consolidated financial statements of CHH. CHH, as the deemed acquirer, acquisition accounted for CHL as at 6 June 2005.

Group references in accounting policies

The accounting policies apply to both the Group and Charter Hall Property Trust Group unless otherwise stated in the relevant policy.

Compliance with IFRS

The consolidated financial statements of the Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

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Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

33 Summary of significant accounting policies continued

Historical cost convention

The consolidated financial statements have been prepared on a historical cost basis, except for the following:

  • investment properties – measured at fair value;

  • investments in associates at fair value through profit or loss – measured at fair value;

  • investments in financial assets held at fair value – measured at fair value; and

  • derivative financial instruments.

(c) Principles of consolidation

  • (i) Controlled entities

The consolidated financial statements of the Charter Hall Group and the Charter Hall Property Trust Group incorporate the assets and liabilities of all controlled entities as at 30 June 2021 and their results for the year then ended.

The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Controlled entities are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of controlled entities have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests in the results and equity of controlled entities are shown separately in the consolidated statement of comprehensive income, consolidated balance sheet and consolidated statement of changes in equity respectively.

(ii) Investments in associates

Associates are entities over which the Group has significant influence but not control or joint control. Investments in associates are accounted for in the consolidated balance sheet at either fair value through profit or loss or by using the equity method. On initial recognition, the Group elects to account for investments in associates at either fair value through profit or loss or by using the equity method based on assessment of the expected strategy for the investment.

Under the equity accounted method, the Group’s share of the associates’ post acquisition net profit after income tax expense is recognised in the consolidated statement of comprehensive income. The cumulative post-acquisition movements in results and reserves are adjusted against the carrying amount of the investment. Distributions and dividends received from associates are recognised in the consolidated financial report as a reduction of the carrying amount of the investment.

Investments in associates at fair value through profit or loss are initially recognised at fair value and transaction costs are

expensed in the consolidated statement of comprehensive income.

  • (iii) Joint arrangements

Under AASB 11 Joint Arrangements , investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement.

Joint operations

The Group recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the consolidated financial statements.

Joint ventures

Interests in joint ventures are accounted for using the equity method, with investments initially recognised at cost and adjusted thereafter to recognise the Group’s share of post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from joint ventures are recognised as a reduction in the carrying amount of the investment.

When the Group’s share of losses in an equity accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Group and its equity accounted investees are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been aligned where necessary to ensure consistency with the policies adopted by the Group.

(iv) Changes in ownership interests

When the Group ceases to equity account for an investment because of a loss of joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as a joint venture entity or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss. The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group.

If the ownership interest in a joint venture entity or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other

90

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

33 Summary of significant accounting policies continued

comprehensive income is reclassified to profit or loss where appropriate.

(d) Foreign currency translation

(i) Functional and presentation currencies

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Australian dollars, which is CHL’s and CHPT’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

(iii) Foreign currency translation

On consolidation, exchange differences arising from the translation of borrowings, and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income.

(e) Revenue recognition

The amount of revenue recognised in each period is based on the delivery of performance obligations and when control has been transferred to customers in accordance with the principles set out in AASB 15. Where the Group enters into contracts with multiple service components, judgement is applied to determine whether the components are:

  • distinct – accounted for as separate performance obligations;

  • not distinct – combined with other promised services until a distinct bundle is identified; or

  • part of a series of distinct services that are substantially the same and have the same pattern of transfer to the customer.

For each performance obligation identified, it is determined whether revenue is recognised at a point in time or over time. Revenue is recognised over time if:

  • the customer simultaneously receives and consumes the benefits provided over the life of a contract as the services are performed;

  • the customer controls the asset that the Group is creating or enhancing; or

  • the Group’s performance does not create an asset with an alternative use to the Group and has an enforceable right to payment for performance completed to date.

At contract inception, the Group estimates the consideration to which it expects to be entitled and has rights to receive under the contract. Variable consideration, where the Group’s performance could result in further revenue, is only included to the extent that it is highly probable that a significant reversal of revenue recognised will not occur.

In assessing the amount of consideration to recognise, key judgements and assumptions are made on a forward-looking basis where required.

To the extent revenue has not been received at reporting date, a receivable is recognised in the consolidated balance sheet.

Investment Management revenue

Fund management fees are received for performance obligations fulfilled over time with revenue recognised accordingly. Fund management fees are determined in accordance with relevant agreements for each fund, based on the fund’s periodic (usually monthly or quarterly) Gross Asset Value (GAV).

Generally, invoicing of funds for management fees occurs on a quarterly basis and are receivable within 21 days.

Performance fees are for performance obligations fulfilled over time and for which consideration is variable. The fees for each applicable fund are determined in accordance with the relevant agreement which stipulates out-performance of a benchmark over a given period.

Performance fee revenue is recognised to the extent that it is highly probable that the amount of variable consideration recognised will not be significantly reversed when the uncertainty is resolved. Detailed calculations and an assessment of the risks associated with the recognition of the fee are completed to inform the assessment of the appropriate revenue to recognise.

Invoicing of funds for performance fees occurs in accordance with the contractual performance fee payment date.

A contract asset is recognised in the consolidated balance sheet at each reporting date in line with revenue recognised where the right to receive consideration remains conditional on future performance.

Transaction fee revenue is recognised at a point in time upon fulfillment of the performance obligation. This is usually the point at which control of the underlying asset being transacted has transferred to the buyer.

Transaction fees are invoiced when the performance obligation has been fulfilled and are receivable within 21 days.

Property Services revenue

Property services primarily include property management, development management, leasing, facilities and project management. Revenue is recognised either over time or at a point in time depending on the terms of the specific agreement for each type of service. Invoicing of funds for property services fees

91

Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

33 Summary of significant accounting policies continued

occurs on a monthly or quarterly basis and are receivable within 21 days.

Recovery of property and fund-related expenses revenue Accounting, marketing and property management services provided to managed funds are charged as an expense recovery. Revenue is recognised over time as the performance obligations are fulfilled. Invoicing of funds for expense recoveries occurs on a monthly or quarterly basis depending on the recovery type and are receivable within 21 days.

Development revenue

Where Charter Hall has control of the underlying asset, revenue from the sale of development assets is recognised when control has been transferred to the customer. Where development assets have been recognised in relation to the enhancement of an asset controlled by the customer, revenue from the realisation of the development costs are recognised over time in accordance with the performance obligations of the contract.

Revenue is calculated by reference to the total consideration expected to be received in exchange for fulfilling the performance obligations under the contract. Any variable consideration is constrained to the amount that is highly probable to not significantly reverse. Revenue is recognised based on the most appropriate method that depicts the transfer of goods and services to the customer, generally the ‘cost to cost’ method.

A development asset is recognised in the consolidated balance sheet at each reporting date in line with revenue recognised where the right to receive consideration remains conditional on future performance.

Proceeds from the sale of development assets are invoiced and receivable in accordance with the relevant terms of the contract.

(f) Employee benefits

(i) Wages and salaries and annual leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date, are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

(v) Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of the following dates:

(a) when the Group can no longer withdraw the offer of those benefits; and

(b) when the entity recognises costs for a restructuring that is within the scope of AASB 137 and involves the payment of termination benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

(g)

Development assets

Costs incurred in fulfilling a development contract with a customer are recognised as a development asset.

Where Charter Hall has control of the asset, development costs are recorded at the lower of cost and net realisable value.

Where Charter Hall has incurred costs in relation to the enhancement of an asset controlled by the customer, a development contract asset is recognised in the consolidated balance sheet where the right to receive consideration remains conditional on future performance. Development assets are recorded at the lower of cost or the total consideration expected to be received less the total costs expected to be recognised as an expense. Where consideration is received in excess of revenue recognised, a development liability will be recognised.

Development assets are classified as non-current where the group is not contractually entitled to payment within 12 months from balance date.

(h) Investment properties

Investment properties comprise investment interests in land and buildings (including integral plant and equipment) held for the purpose of producing rental income, including properties that are under construction for future use as investment properties.

(ii) Long service leave

Liabilities for other employee entitlements which are not expected to be paid or settled within 12 months of reporting date are accrued in respect of all employees at present values of future amounts expected to be paid. Expected future payments are discounted using a corporate bond rate with terms to maturity that match, as closely as possible, the estimated future cash outflows.

(iii) Retirement benefit obligations

Contributions to employee defined contribution superannuation funds are recognised as an expense as they become payable.

  • (iv) Bonus plans

Charter Hall recognises a liability and an expense for amounts payable to employees. Charter Hall recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

Initially, investment properties are measured at cost including transaction costs. Subsequent to initial recognition, the investment properties are stated at fair value. Fair value of investment property is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The best evidence of fair value is given by current prices in an active market for similar property in the same location and condition. Gains and losses arising from changes in the fair values of investment properties are included in the consolidated statement of comprehensive income in the year in which they arise.

At each balance date, the fair values of the investment properties are assessed by the Responsible Entity with reference to independent valuation reports or through appropriate valuation techniques adopted by the Responsible Entity. Further

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Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

33 Summary of significant accounting policies continued

information relating to valuation techniques can be found in Note 23(d).

Where the Group disposes of a property at fair value in an arm’s length transaction, the carrying value immediately prior to the sale is adjusted to the transaction price, and the adjustment is recorded in the consolidated statement of comprehensive income within net fair value gain/(loss) on investment property.

The carrying amount of investment properties recorded in the consolidated balance sheet takes into consideration components relating to lease incentives, leasing costs and fixed increases in operating lease rentals in future years.

(i) Plant and equipment

Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of plant and equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the consolidated statement of comprehensive income during the financial year in which they are incurred.

Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:

Furniture, fittings and equipment 3 to 10 years
Fixtures 5 to 10 years
Software 3 to 5 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the consolidated statement of comprehensive income.

(j) Impairment of non-monetary assets

Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Non-financial assets that suffered impairment in prior years are reviewed for possible reversal of the impairment at each reporting date.

(k)

Business combinations

The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-byacquisition basis, any non-controlling interest in the acquiree is recognised either at fair value or at the non-controlling interests’ proportionate share of the acquiree’s net identifiable assets.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the acquirer’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

(l)

Financial Instruments

(i) Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for expected credit losses. Trade receivables are due for settlement no more than 21 days from the date of recognition. Expected credit losses in relation to trade receivables are reviewed on an ongoing basis.

(ii) Other financial assets Classification

The Group classifies its other financial assets as being measured either:

  • at fair value through other comprehensive income or through profit or loss; or

  • at amortised cost.

The means by which the assets are measured depends upon how they are managed and the contractual terms of the cash flows.

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Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

33 Summary of significant accounting policies continued

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. Presently all the Group’s debt instruments are classified under amortised cost.

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in finance income using the effective interest rate method.

(iii) Impairment

Trade receivables

For trade receivables, the Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which requires the use of the lifetime expected credit loss provision for all trade receivables from initial recognition of the receivables.

Any impairment loss is recognised through the consolidated statement of comprehensive income.

Debt instruments

The Group assesses on a forward-looking basis the expected credit loss associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

(iv) Derivatives and hedge accounting

The Group uses derivatives to hedge its exposure to interest rates and foreign currency on borrowings. Derivative financial instruments are measured and recognised at fair value on a recurring basis.

The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either fair value hedges or cash flow hedges.

The full fair value of a hedging derivative is classified as a noncurrent asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.

The Group’s derivatives in place as at 30 June 2021 qualified as fair value and cash flow hedges under AASB 9. The Group’s risk management strategies and hedge documentation are aligned with the requirements of AASB 9 and these relationships are therefore treated as continuing hedges.

Fair value hedges that qualify for hedge accounting The gain or loss relating to interest payments on interest rate swaps hedging fixed rate borrowings is recognised in profit or loss within finance costs. Changes in the fair value of derivative hedging instruments and the hedged fixed rate borrowings attributable to interest rate risk are recognised within ‘Net gains/(losses) from derivative financial instruments’. The gain or loss relating to the ineffective portion is also recognised in profit or loss within ‘Net gains/(losses) from derivative financial instruments’.

Cash flow hedges that qualify for hedge accounting The effective portion of changes in the fair value of derivatives is recognised in other comprehensive income and accumulated in the cash flow hedge reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within ‘Net gains/(losses) from derivative financial instruments’.

Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss (for instance when the forecast transaction that is hedged takes place). The gain or loss relating to the effective portion of cross currency interest rate swaps hedging fixed rate borrowings is recognised in profit or loss within ‘Finance costs’.

Derivatives that do not qualify for hedge accounting

For derivative instruments that do not qualify for hedge accounting, changes in the fair value of the derivative instrument are recognised immediately in profit or loss.

(m) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the consolidated statement of comprehensive income over the period of the borrowing using the effective interest rate method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down unless there is an effective fair value hedge of the borrowings, in which case a fair value adjustment will be applied based on the mark to market movement in the benchmark component of the borrowings and this movement is recognised in profit or loss. If the facility has not been drawn down, the fee is capitalised as a prepayment and amortised over the period of the facility to which it relates.

Borrowings are removed from the consolidated balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

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Charter Hall Group Financial Report 2021

Notes to the consolidated financial statements

For the year ended 30 June 2021

33 Summary of significant accounting policies continued

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Borrowing costs

Borrowing costs associated with the acquisition or construction of a qualifying asset, including interest expense, are capitalised as part of the cost of that asset during the period that is required to complete and prepare the asset for its intended use. Borrowing costs not associated with qualifying assets are expensed.

(n) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

(o) Comparative information

Where necessary, comparative information has been adjusted to conform with changes in presentation in the current year.

(p) Rounding of amounts

Under the option provided by ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 issued by the Australian Securities and Investments Commission relating to the ‘rounding off’ of amounts in the financial statements, amounts in the Company and the Trust’s consolidated financial statements have been rounded to the nearest hundred thousand in accordance with that ASIC Corporations Instrument, unless otherwise indicated.

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Charter Hall Group Financial Report 2021

Directors’ declaration to securityholders

For the year ended 30 June 2021

In the opinion of the Directors of Charter Hall Limited (Company), and the Directors of the Responsible Entity of Charter Hall Property Trust (Trust), Charter Hall Funds Management Limited (collectively referred to as the Directors):

  • (a) the financial statements and notes of Charter Hall Limited and its controlled entities including Charter Hall Property Trust and its controlled entities (Charter Hall Group) and Charter Hall Property Trust and its controlled entities (Charter Hall Property Trust Group) set out on pages 41 to 95 are in accordance with the Corporations Act 2001, including:

  • (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  • (ii) giving a true and fair view of Charter Hall Group’s and Charter Hall Property Trust Group’s financial positions as at 30 June 2021 and of their performance for the financial year ended on that date; and

  • (b) there are reasonable grounds to believe that both Charter Hall Limited and the Charter Hall Property Trust will be able to pay their debts as and when they become due and payable; and

  • (c) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in Note 31 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in Note 31.

Note 33(b) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The Directors have been given the declarations by the Managing Director and Group CEO and Chief Financial Officer required by section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the Directors.

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David Clarke

Chair

Sydney 23 August 2021

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Independent auditor’s report

For the year ended 30 June 2021

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Independent auditor’s report

To the stapled securityholders of Charter Hall Group and the unitholders of Charter Hall Property Trust

Report on the audit of the financial reports

Our opinion

In our opinion:

The accompanying financial reports of Charter Hall Limited and its controlled entities and Charter Hall Property Trust and its controlled entities (together “Charter Hall Group”) and Charter Hall Property Trust and its controlled entities (together “Charter Hall Property Trust Group”) are in accordance with the Corporations Act 2001 , including:

  • (a) giving a true and fair view of the Charter Hall Group and Charter Hall Property Trust Group financial positions as at 30 June 2021 and of their financial performance for the year then ended

  • (b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .

What we have audited

The Charter Hall Group and the Charter Hall Property Trust Group financial reports comprise:

  • the consolidated balance sheets as at 30 June 2021

  • the consolidated statements of comprehensive income for the year then ended

  • the consolidated statement of changes in equity – Charter Hall Group for the year then ended

  • the consolidated statement of changes in equity – Charter Hall Property Trust Group for the year then ended

  • the consolidated cash flow statements for the year then ended

  • the notes to the consolidated financial statements, which include significant accounting policies and other explanatory information

  • the directors’ declaration to securityholders.

The Charter Hall Group comprises Charter Hall Limited and the entities it controlled at year end or from time to time during the financial year and Charter Hall Property Trust and the entities it controlled at year end or from time to time during the financial year. The Charter Hall Property Trust Group comprises Charter Hall Property Trust and the entities it controlled at year end or from time to time during the financial year.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial reports section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

PricewaterhouseCoopers, ABN 52 780 433 757 One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au

Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

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Independence

We are independent of Charter Hall Group and Charter Hall Property Trust Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial reports in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

Our audit approach

An audit is designed to provide reasonable assurance about whether the financial reports are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial reports.

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial reports as a whole, taking into account the geographic and management structure of Charter Hall Group and Charter Hall Property Trust Group, their accounting processes and controls and the industry in which they operate.

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Materiality

  • For the purpose of our audit of Charter Hall Group and Charter Hall Property Trust Group we used overall materiality of $14.2 million, which represents approximately 5% of Charter Hall Group’s operating earnings.

  • We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial reports as a whole.

  • We chose operating earnings (an adjusted profit metric) as the benchmark because, in our view, it is a generally accepted industry metric against which the performance of Charter Hall Group is regularly measured.

  • We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly acceptable thresholds.

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Audit Scope

  • Our audit focused on where Charter Hall Group and Charter Hall Property Trust Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events.

  • We, as the group audit team, identified separate components of Charter Hall Group and Charter Hall Property Trust Group representing individually significant investments. Component audit teams assisted the group engagement team to perform an audit of those components.

  • At both the Charter Hall Group and Charter Hall Property Trust Group level, audit procedures were performed over group transactions and financial report disclosures.

  • The work performed by component audit teams, together with the additional audit procedures performed at the Charter Hall Group and Charter Hall Property Trust Group level provided us with sufficient evidence for our opinion on the financial reports as a whole.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial reports for the current period. The key audit matters were addressed in the context of our audit of the financial reports as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Audit, Risk and Compliance Committee.

Key audit matter How our audit addressed the key audit matter Carrying value of investments accounted Our audit procedures included evaluating the for using the equity method (Charter design of relevant controls relating to Charter Hall Group and Charter Hall Property Hall Group’s and Charter Hall Property Trust Trust Group) Group’s equity accounted investments process. (Refer to notes 2 and 3)

To assess the carrying amount of investments accounted for using the equity method, our audit included the following audit procedures, amongst others:

Charter Hall Group and Charter Hall Property Trust Group invest in certain underlying funds managed by Charter Hall Group. These funds comprise listed and unlisted funds which invest across a range of office, industrial, retail, social infrastructure and diversified property portfolios.

  • Updating our understanding of market conditions relating to the investments and discussing with management the particular circumstances affecting the investments.

These investments are typically classified as associates or joint ventures as the investor is considered to have significant influence or joint control.

  • Reperforming the equity method of accounting calculations by reference to underlying investee financial information.

Investments in associates and joint ventures contribute a significant proportion of total income and total assets.

  • For a sample of material acquisitions made during the year, agreeing certain transaction details to appropriate source documents.

In accordance with Australian Accounting Standards, interests in associates and joint ventures, need to be assessed for indicators of

  • Evaluating the assessments made by Charter Hall Group and Charter Hall Property Trust Group of whether there

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Key audit matter

impairment at the reporting date. If indicators of impairment exist, the recoverable amount for each investment needs to be estimated. These assessments involve significant judgements in estimating future cash flows and the rate at which they are discounted and in evaluating fair value less costs to sell.

Given the significance of these investments to the results and consolidated balance sheets of Charter Hall Group and Charter Hall Property Trust Group, together with the extent of judgement involved in light of the continued impact and uncertainty surrounding the COVID19 pandemic, we consider this to be a key audit matter.

How our audit addressed the key audit matter

were any indicators of impairment or whether impairment losses recognised in prior periods should be reversed, including evaluating the impairment assessment methodologies and the significant assumptions used. • For impaired investments our procedures included:

  • evaluating the appropriateness of impairment assessment methodology and significant assumptions applied in calculating the recoverable amounts of the relevant investments.

  • • performing testing over the mathematical accuracy of the underlying calculations.

Assessing the reasonableness of the relevant disclosures in the financial reports in light of the requirements of Australian Accounting Standards.

Revenue recognition – performance fees (Charter Hall Group) (Refer to note 4)

Australian Accounting Standards require variable revenue, such as performance fees, to be recognised only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.

We considered performance fees to be a key audit matter because of the:

  • estimation uncertainty associated with estimating the period remaining from balance sheet date to performance fee crystallisation date and determining the degree of probability of revenue reversal during that period, including potential and uncertain economic impacts of COVID-19 on future property valuations.

  • the potential financial significance of performance fees to the Charter Hall Group results.

Our audit procedures included evaluating the design of relevant controls relating to the recognition and measurement of performance fee revenue.

For a sample of funds with performance fees contracts we performed the following audit procedures, amongst others:

  • We assessed the appropriateness of revenue recognition against the requirements of Australian Accounting Standards.

  • Evaluated the appropriateness of significant assumptions and data used to estimate the variable revenue in the context of Australian Accounting Standards and whether the judgements made in selecting them give rise to indicators of possible bias by Charter Hall Group. This included:

  • Agreeing the data in Charter Hall Group’s calculations to source documents, where possible.

  • Assessing the appropriateness of the key factors the Charter Hall Group considered to

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Key audit matter

How our audit addressed the key audit matter

  • evaluate the probability of a revenue reversal by comparing significant assumptions to those available in the industry.

  • Tested the mathematical accuracy, on a sample basis, of the performance fee calculations and assessed whether they were in accordance with the relevant Constitution.

  • Where a performance fee was paid during the year, we inspected evidence of payment.

Assessed the reasonableness of the disclosures in the financial report, including those related to estimation uncertainty, against the requirements of Australian Accounting Standards.

Revenue recognition – development revenue (Charter Hall Group) (Refer to note 4)

Development revenue is recognised when value is transferred to the customer (i.e. over time or at time of sale). Judgement is applied where development revenue is recognised on a percentage of completion basis as it involves the use of forward-looking assumptions including forecast costs at completion.

We considered development revenue to be a key audit matter because of the:

  • financial significance of this revenue stream to Charter Hall Group’s comprehensive income.

  • degree of estimation uncertainty and judgement in relation to estimating total project costs.

  • sensitivity of Charter Hall Group’s assessment to changes in these assumptions such as total project costs.

Our audit procedures included evaluating the design of relevant controls relating to the recognition and measurement of development revenue.

For a sample of projects for which development revenue was recognised in the year we performed the following audit procedures, amongst others:

  • Obtained the relevant development agreements executed between Charter Hall Group and the customer(s) and evaluated the terms of the agreement to develop an understanding of the performance obligation and transaction price.

  • Enquired with management on the feasibility of projects to develop an understanding of project status and risks as well as percentage completion used by Charter Hall Group in their assessment of development revenue for the year and forecast for future periods.

  • • Assessed the capitalisation and forecast of costs by, amongst other things, agreeing them back to quantity surveyor and independent certifier reports where relevant.

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Key audit matter How our audit addressed the key audit matter Assessed the reasonableness of the disclosures in the financial report, including those related to estimation uncertainty, against the requirements of Australian Accounting Standards. Carrying value of indefinite life Our audit procedures included evaluating the management rights (Charter Hall design of relevant controls relating to indefinite Group) life management rights. (Refer to note 12)

The Charter Hall Group's indefinite life intangible assets comprise management rights in relation to managed funds. These intangible assets had a carrying value of $101.3 million at 3o June 2021.

These management rights are considered to have indefinite useful lives and accordingly an annual impairment test is required by Australian Accounting Standards.

We considered the valuation of indefinite life intangible assets a key audit matter because of the:

  • degree of estimation uncertainty and judgement in relation to estimating the recoverable amount of indefinite life management rights including potential and uncertain economic impacts of COVID-19 on future property valuations.

  • sensitivity of Charter Hall Group’s assessment to changes in significant assumptions such as growth rates, discount rates, and terminal value multiples.

For a sample of impairment tests performed by the Charter Hall Group, our audit included the following procedures, amongst others, in conjunction with PwC valuation experts:

  • We evaluated the relevant cash flow forecasts, including performing tests over the mathematical accuracy of the underlying calculations and comparing the forecasts to Board approved budgets.

  • Tested management’s forecast accuracy of estimating future distributions by testing the previous three years estimates to actuals.

  • We considered the method applied and assessed the appropriateness of the significant assumptions including growth rates, discount rates, and terminal value multiples used in light of Australian Accounting Standards.

Assessed the reasonableness of the disclosures made in note 12, including those related to estimation uncertainty, against the requirements of Australian Accounting Standards.

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Other information

The directors of Charter Hall Limited and the directors of Charter Hall Funds Management Limited, the responsible entity of Charter Hall Property Trust (collectively referred to as “the directors”) are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2021, but does not include the financial reports and our auditor’s report thereon. Prior to the date of this auditor's report, the other information we obtained included the Directors' report, Contact details and Corporate directory. We expect the remaining other information to be made available to us after the date of this auditor's report.

Our opinion on the financial reports does not cover the other information and accordingly we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial reports, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial reports or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the other information not yet received, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action to take.

Responsibilities of the directors for the financial reports

The directors are responsible for the preparation of the financial reports that give a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial reports that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial reports, the directors are responsible for assessing the ability of Charter Hall Group and Charter Hall Property Trust Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate Charter Hall Group and Charter Hall Property Trust Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial reports

Our objectives are to obtain reasonable assurance about whether the financial reports as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial reports.

A further description of our responsibilities for the audit of the financial reports is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our auditor's report.

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Report on the remuneration report

Our opinion on the remuneration report

We have audited the remuneration report included in pages 12 to 37 of the directors’ report for the year ended 30 June 2021.

In our opinion, the remuneration report of Charter Hall Limited for the year ended 30 June 2021 complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

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PricewaterhouseCoopers

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E A Barron Partner

Sydney 23 August 2021

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Contact details

Registry

To access information on your holding or update/change your details including name, address, tax file number, payment instructions and document requests, contact:

Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235

Tel: 1300 303 063 (within Australia) +61 2 8280 7134 (outside Australia) Fax: +61 2 9287 0303 E-mail: [email protected] Web: www.linkmarketservices.com.au

Investor relations

All other enquiries related to Charter Hall Group can be directed to Investor Relations:

Charter Hall Group

GPO Box 2704 Sydney NSW 2001 Tel: 1300 365 585 (local call cost) +61 2 8651 9000 (outside Australia) Fax: +61 2 9221 4655 E-mail: [email protected] Web: www.charterhall.com.au

Corporate directory

Directors

David Clarke, Jacqueline Chow, Philip Garling, David Harrison, Karen Moses, Greg Paramor, David Ross

Company Secretary

Mark Bryant

ASX Code

Charter Hall Group stapled securities are listed on the Australian Securities Exchange (code CHC).

Principal registered office in Australia

Level 20, No.1 Martin Place Sydney NSW 2000 Tel: +61 2 8651 9000

Auditor

PricewaterhouseCoopers One International Towers Sydney Watermans Quay Barangaroo NSW

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charterhall.com.au