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CHARTER HALL GROUP Capital/Financing Update 2008

Aug 6, 2008

64645_rns_2008-08-06_28c6815a-c36f-49f3-8c52-87531c13daf9.pdf

Capital/Financing Update

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7 August 2008

The Manager Company Notices Section Australian Securities Exchange Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

Appendix 3B – Issue of Securities under the Charter Hall Executive Loan Security Plan

The attached Appendix 3B relates to the issue of securities under the Charter Hall Executive Loan Security Plan (ELSP) dated 3 June 2005. Under the ELSP, securities vest to executives over a period of 3 years after the satisfaction of performance and service conditions. The ELSP issue price is $1.04 being the 5 day Volume Weighted Average Price (VWAP) up to and including 30 June 2008.

Under the ELSP participants are offered limited recourse loans to acquire securities under the plan with interest charged at the CHC distribution yield.

The attached ELSP issue excludes the issue of securities to the three Executive Directors namely Cedric Fuchs, David Harrison and David Southon.

Subject to securityholder approval the Charter Hall Group Board resolved to allot 14,711,536 securities under the ELSP to the three Executive Directors, also at a price of $1.04. These securities will not be issued unless and until they are approved by securityholders at the 2008 Annual General Meeting. In addition, the Board approved the grant of Performance Rights in the total amount of 858,173 securities to the 3 Executive Directors, subject to the approval by securityholders at the 2008 AGM. These Performance Rights also vest over a 3 year period and are subject to the same performance and service conditions as the ELSP.

The ELSP is a long term incentive plan aimed at creating a stronger link between executive performance and reward and increasing securityholder value by enabling plan participants to have a greater involvement with, and share in, the future growth and profitability of the Group.

The Board approved the ELSP allocation based on the recommendations of its Remuneration Committee who engaged an external remuneration consultant to ensure that the design of the plan, and the offers to Executives and the Executive Directors, is market competitive and complimentary to the reward strategy of the Group.

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

Yours faithfully

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Nathan Francis

Deputy Chief Financial Officer & Company Secretary

Charter Hall Limited

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

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Charter Hall Group (“CHC”) formed by stapling the shares of Charter Hall Limited and the units of Charter Hall Property Trust

ABN

Charter Hall Limited ABN 57 113 531 150 Charter Hall Property Trust ABN 72 051 224 311

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities (eg,
if options, exercise price and expiry
date; if partly paid+securities, the
amount outstanding and due dates
for
payment;
if
+convertible
securities, the conversion price and
dates for conversion)
Stapled securities (each comprising one paid
ordinary share in Charter Hall Limited and one
unitinCharter Hall PropertyTrust)
15,321,360
Stapled securities (each comprising one paid
ordinary share in Charter Hall Limited and one
unit in Charter Hall Property Trust). Issued
under the Charter Hall Executive Loan
Security Plan (ELSP). Securities vest to
members once performance and service
conditions are achieved.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

  • 4 Do the[+] securities rank equally in all respects from the date of allotment Yes with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration $1.04 for a fully paid stapled security in the Charter Hall Group (which comprises an ordinary share in CHL stapled to a unit in the Charter Hall Property Trust) 6 Purpose of the issue Issued under the Charter Hall Executive Loan (If issued as consideration for the Security Plan. acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into 7 August 2008 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 452,813,081 Stapled Securities +securities quoted on ASX ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

  • Number +Class

  • 9 Number and +class of all Nil +securities not quoted on ASX ( including the securities in clause 2 if applicable)

  • 10 Dividend policy (in the case of a As per the existing stapled securities trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will
be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
18
Names of countries in which the
entity has+security holders who
will
not
be
sent
new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount
of
any handling
fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the date
of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell their
entitlements_in full_through a
broker?
31
How do+security holders sell_part_
of their entitlements through a
broker and accept for the balance?
N/A
N/A
N/A

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities

  • ( tick one )

  • (a)[Securities described in Part 1 ]

  • (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37[A copy of any trust deed for the additional ][+][securities ]
  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38
Number of securities for which
+quotation is sought
39
Class of
+securities for which
quotation is sought
40
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41
Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of
another security, clearly identify that
other security)
42
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 38)
N/A
N/A
N/A
N/A
Number +Class
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 7 August 2008 Company Secretary Print name: Nathan Francis

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  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003