CHARTER HALL GROUP - Capital/Financing Update 2009

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3 June 2009

Ben Wacher Advisor, Issuers (Sydney) Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

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

Dear Mr Wacher

CHARTER HALL GROUP RETAIL ENTITLEMENT OFFER

Please find attached a copy of the Retail Entitlement Offer Booklet which is being sent to Eligible Retail Securityholders today.

Yours sincerely

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NATHAN FRANCIS Deputy CFO & Company Secretary

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Retail Entitlement Offer

2 for 7 Accelerated Non-Renounceable Entitlement Offer of Charter Hall Stapled Securities at an Issue Price of $0.33 per New Security to raise $49 million Retail Entitlement Offer closes on 18 June 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

This is an important document which is accompanied by an Entitlement and Acceptance Form and both documents should be read in their entirety. Please call your professional adviser or the Charter Hall Entitlement Offer Information Line if you have any questions.

The Charter Hall Group comprises Carter Hall Limited (ACN 113 531 150) and Charter Hall Property Trust (ARSN 113 339 147), the responsible entity of which is Charter Hall Funds Management Limited (ACN 082 991 786).

Letter from the Chair	1
Key Dates	4
How To Apply	5
Important Information	9
Declarations	15
Appendix A: Strategic Investment
& Equity Raising Presentation	16

Letter from the Chair

Wednesday, 3 June 2009

Dear Securityholder,

Charter Hall Group capital raising – Retail Entitlement Offer

On behalf of Charter Hall Group (“ Charter Hall ”), I am pleased to invite Eligible Retail Securityholders (as defined in Important Information) to participate in a 2 for 7 accelerated non-renounceable entitlement offer of new Charter Hall stapled securities (“ New Securities ”) at an issue price of $0.33 per New Security (the “ Retail Entitlement Offer ”).

This offer is part of the overall capital raising announced on 27 May 2009 by Charter Hall to raise $73 million in new listed equity (“ Capital Raising ”). The Capital Raising comprises a placement to Gandel Group (“ Gandel ”) of new securities at an issue price of $0.33 to raise $24 million (“ Placement ”) and a fully underwritten entitlement offer to raise $49 million (“ Entitlement Offer ”). Charter Hall has already raised approximately $56[1] million through the Placement and the institutional component of the Entitlement Offer (“ Institutional Entitlement Offer ”) (together the “ Institutional Offer ”).

Gandel will invest up to $37 million in Charter Hall as part of this Capital Raising (comprising the $24 million Placement and an underwriting commitment of approximately $13 million). Gandel’s holding following completion of the Capital Raising will be a maximum of 15%, depending on retail securityholder participation in the Retail Entitlement Offer. In addition, Gandel has agreed to acquire $30 million of Charter Hall’s existing coinvestment in the Core Plus Office Fund (“CPOF”) and will also commit $15 million to the Special Situations Fund (“SSF”), Charter Hall’s proposed new unlisted fund initiative.

In total, Charter Hall intends to raise $118 million as part of the broader transaction, with Gandel contributing up to $82 million as outlined in the table below:

Investment	Total	CHC Investors	Gandel
Placement	$24m	–	$24m
Underwritten Entitlement Offer	$49m	$49m	$13m (underwrite2)
Total equity raising	$73m	$49m	$37m
CPOF unit sale	$30m	–	$30m
SSF Commitment	$15m		$15m
Total funds	$118m	$49m	$82m

1 Following finalisation of allocations under the Institutional Entitlement Offer, $32 million was raised (compared to $29 million announced on 28 May 2009) from institutional holders, bringing the total amount raised via the Institutional Offer to $56 million.

2 Gandel will not be eligible to participate in the entitlement offer but will underwrite $12.6 million of the Retail Entitlement Offer. Charter Hall has undertaken to use its reasonable endeavours to ensure that Gandel is able to achieve a holding of 15% of the enlarged capital base following the Offer.

CHARTER HALL RETAIL ENTITLEMENT OFFER

Charter Hall will use the net proceeds of the Capital Raising and sale of CPOF units to repay debt, reducing head stock gearing[3] to zero and ‘look through’ gearing[4] to 34%. The Capital Raising is consistent with our commitment to prudent capital management and ensures Charter Hall is in a strong position with increased available liquidity to provide additional buffer to any further decline in asset values.

This invitation relates to the Retail Entitlement Offer which will raise approximately $17[5] million and offers Eligible Retail Securityholders the opportunity to subscribe for New Securities on the same terms as those investors who participated in the Institutional Entitlement Offer.

You will find enclosed in, or accompanying, this booklet the following important information:

a management presentation that was released to the Australian Securities Exchange (“ASX”) on Wednesday, 27 May 2009 in connection with the Capital Raising (“Investor Presentation”), which provides some information on Charter Hall, its capital management initiatives including the Capital Raising and also includes key risks for you to consider;
ASX announcement in relation to the Capital Raising and the broader transaction;
a section on “How to Apply” detailing how to accept all or part of your entitlement or apply for additional New Securities in the Retail Entitlement Offer if you choose to do so, including a timetable of key dates;
Important Information; and
an Entitlement and Acceptance Form which details your entitlement,

(“the Offer Documents ”). The Offer Documents are important documents and require your immediate attention. The Offer Documents should be read in their entirety.

To participate in the Retail Entitlement Offer, you need to ensure that Charter Hall receives:

your completed Entitlement and Acceptance Form and Application Monies; OR
®
your Application Monies via BPAY ,

by no later than 5.00pm (AEST) on Thursday, 18 June 2009 , otherwise your entitlement under the Retail Entitlement Offer will lapse. Eligible Retail Securityholders are able to apply for more New Securities than their entitlement (“ Additional Securities ”). Please refer to the instructions on “How to Apply” that accompany this letter for further information.

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Eligible Retail Securityholders who do not take up their entitlement in full will not receive any value in respect of those Entitlements they do not take up.

You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

For further information regarding the Retail Entitlement Offer, please call the Charter Hall Entitlement Offer Information Line on 1300 664 498 (local call cost from within Australia) or +61 2 8280 7787 (outside Australia) at any time from 8.00am to 7.30pm (AEST) Monday to Friday during the Retail Entitlement Offer period or visit our website at www.charterhall.com.au.

3 Gearing calculated as net debt over total assets net of cash.

4 Look through gearing calculated by incorporating Charter Hall’s proportional share of assets and debt of the funds in which it co-invests.

5 Following finalisation of allocations under the Institutional Entitlement Offer, $32 million was raised (compared to $29 million announced on 28 May 2009) from institutional holders, leaving $17 million to be raised under the Retail Entitlement Offer.

CHARTER HALL RETAIL ENTITLEMENT OFFER

On behalf of the Board of Charter Hall, I invite you to consider this investment opportunity and I thank you for your continued support.

Yours sincerely,

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Kerry Roxburgh Chairman

This Retail Information Booklet and the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) (“U.S. Person”). Neither this Retail Information Booklet nor the Entitlement and Acceptance Form may be distributed to, or relied upon by, persons in the United States or who are, or are acting for the account or benefit of, U.S. Persons. Neither the Entitlements nor New Securities offered in the Capital Raising have been, or will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. In addition, neither Charter Hall Limited nor Charter Hall Property Trust has been, or will be, registered under the U. S. Investment Company Act of 1940, as amended (the “Investment Company Act”) in reliance on an exception provided by Section 3(c)(7) thereof. Accordingly, the securities being offered in the Capital Raising may not be offered and sold within the United States or to, or for the account or benefit of, U.S. Persons, except in each case to persons that are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) and also “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act), in transactions exempt from, or not subject to, the registration requirements of the Securities Act and exempt from the registration requirements of the Investment Company Act pursuant to Section 3(c)(7) thereof. Outside the United States, the securities being offered in the Capital Raising may only be offered and sold to persons that are not U.S. Persons and are not acting for the account or benefit of U.S. Persons in “offshore transactions” (as defined in Regulation S) in compliance with Regulation S and the laws of the jurisdiction in which such securities are offered and sold. The New Securities may not be deposited in any unrestricted American Depositary Receipt Facility with respect to the securities of Charter Hall that may be established until 40 days following the completion of the Capital Raising.

This document contains certain “forward-looking statements”. The words “anticipate”, “believe”, “will”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Due care and attention has been used in the preparation of forecast information. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Charter Hall, that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. Recipients are cautioned not to place undue reliance on forward-looking statements. Charter Hall assumes no obligation to update such information. You should also have regard to the “Key Investment Risks” section of the Investor Presentation.

CHARTER HALL RETAIL ENTITLEMENT OFFER 3

Key Dates

Event	Time & Date6
Announcement of the Capital Raising	Wednesday, 27 May 2009
Record Date for determining Entitlements for the Entitlement Offer	7.00pm Monday, 1 June 2009
Despatch of Offer Documents to Eligible Retail Securityholders and	Wednesday, 3 June 2009
Retail Entitlement Offer opens
Last date for receipt of applications for early settlement of the Retail	5.00pm Wednesday 10 June 2009
Entitlement Offer (“Early Acceptance Date”), only BPAY®applications
will be accepted by this date
Settlement of Institutional Offer applications and Retail Entitlement Offer	Thursday, 11 June 2009
(BPAY®) applications received by the Early Acceptance Date
Allotment and normal trading of New Securities under the Institutional	Friday, 12 June 2009
Offer and under the Retail Entitlement Offer for applications received by
the Early Acceptance Date (“Initial Allotment”)
Last date for receipt of applications under the Retail Entitlement Offer	5.00pm Thursday, 18 June 2009
(“Retail Entitlement Offer Final Close Date”)
Settlement of all remaining New Securities under the Retail Entitlement	Friday, 26 June 2009
Offer (including any Additional Securities)
Allotment of all remaining New Securities (including any Additional	Monday, 29 June 2009
Securities) under the Retail Entitlement Offer (“Final Allotment”)
Normal trading of New Securities issued under the Final Allotment	Tuesday, 30 June 2009
on ASX
Despatch of holding statements for New Securities issued under the	Wednesday, 1 July 2009
Final Allotment

Note: Dates and times are indicative only and subject to change. All times and dates refer to Australian Eastern Standard Time (AEST).

Charter Hall reserves the right, subject to the Corporations Act 2001 (Cth) (“ Corporations Act ”), ASX Listing Rules and other applicable laws to vary the dates of the Entitlement Offer, including extending the Entitlement Offer or accepting late applications, either generally or in particular cases, without notice. Accordingly, applicants are encouraged to submit their Entitlement and Acceptance Forms as soon as possible after the Entitlement Offer opens. No cooling-off rights apply to the Entitlement Offer.

6 All times and dates refer to Australian Eastern Standard Time and are subject to change.

4 CHARTER HALL RETAIL ENTITLEMENT OFFER

How To Apply

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

1. The Retail Entitlement Offer

Eligible Retail Securityholders (as defined in Important Information) are being offered the opportunity to subscribe for 2 New Securities for every 7 existing Charter Hall stapled securities they held at 7.00pm on Monday, 1 June 2009 (“ Entitlement ”), at the issue price of $0.33 per New Security.

Eligible Retail Securityholders may also apply for New Securities in excess of their Entitlement (“ Additional Securities ”). Please note that under a Placement and Underwriting Agreement between Charter Hall Group and Gandel, Gandel has agreed to underwrite approximately $13 million of the Retail Entitlement Offer. This means that the total number of Additional Securities will be limited to the portion of the Retail Entitlement Offer that has not been taken up by retail securityholders and underwritten by Gandel (refer to Section 8 for more detail on the allocation policy). Additional Securities will only be allocated to Eligible Retail Securityholders if and to the extent that Charter Hall so determines, in its absolute discretion, having regard to the circumstances as at the time of the final close of the Retail Entitlement Offer.

New Securities issued pursuant to the Retail Entitlement Offer will be fully paid and rank equally with existing Charter Hall stapled securities on issue and will be entitled to the second half financial year 2009 distribution.

2. Please read the Offer Documents and other available information

The Entitlement Offer is not being made under a product disclosure statement (“ PDS ”) or prospectus. Rather, the Entitlement Offer is being made pursuant to relatively new changes to the Corporations Act that allow rights issues to be offered without a prospectus or PDS. It does not contain all of the information which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Securities offered by this document.

As a result, it is important for Eligible Retail Securityholders to read and understand the publicly available information on Charter Hall and the Retail Entitlement Offer prior to accepting their Entitlement or applying for Additional Securities. In particular, please refer to the attached Offer Documents, Charter Hall’s Annual Report and other announcements (including Charter Hall’s Half Year Report for the six month period ended 31 December 2008 that was released to ASX on 24 February 2009) made available at www.charterhall.com.au or www.asx.com.au.

3. Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant or other independent financial adviser if you have any queries or are uncertain about any aspects of the Retail Entitlement Offer. In particular, please refer to the “Key Investment Risks” section of the attached Investor Presentation .

CHARTER HALL RETAIL ENTITLEMENT OFFER 5

4. Complete the accompanying Entitlement and Acceptance Form

Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form. If you have more than one holding of Charter Hall stapled securities, you will be sent more than one personalised Entitlement and Acceptance Form for each separate holding.

If you decide to take up all or part of your Entitlement, or apply for Additional Securities, please refer to the Entitlement and Acceptance Form and apply for New Securities pursuant to the instructions set out on the Entitlement and Acceptance Form. If you take no action you will not be allocated New Securities and your Entitlement will lapse. Securityholders who do not take up their Entitlement in full will not receive any payment or value for that part of their Entitlement they do not take up.

If you accept and pay for all or part of your Entitlement (using BPAY[®] ) by 5.00pm on Wednesday, 10 June 2009 (“ Early Acceptance Date ”), you will be allotted your New Securities on Friday, 12 June 2009. However, if you accept and pay for all or part of your Entitlement after this date, but before the Retail Entitlement Offer Final Close Date of 5.00pm on Thursday, 18 June 2009, you will be allotted your New Securities on Monday, 29 June 2009.

If you request Additional Securities beyond your Entitlement, subject to Charter Hall’s discretion to scale back your allocation of Additional Securities, you will be issued these on Monday, 29 June 2009. Additional Securities will only be allotted on this date.

Charter Hall will treat you as applying for as many New Securities as your payment will pay for in full up to your full Entitlement and, in respect of amounts received by Charter Hall in excess of your Entitlement (“ Excess Amount ”), may treat you applying for as many Additional Securities as your Excess Amount will pay for in full, subject to any scale-back it may determine to implement in its discretion in respect of Additional Securities.

Note: The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where you are holding Charter Hall stapled securities on behalf of a person who is not an Eligible Retail Securityholder (see definition of Eligible Retail Securityholder in Important Information).

Nominees

The Retail Entitlement Offer is being made to all Eligible Retail Securityholders (as defined in Important Information). Charter Hall is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of securities. Where any Eligible Retail Securityholder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. Any person in the United States or any person that is or is acting for the account or benefit of a “U.S. person” (as defined in Regulation S (“ Regulation S ”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) (“ U.S. Person ”) with a holding through a nominee may not participate in the Retail Entitlement Offer and the nominee must not take up any Entitlement or send any materials into the United States or to any person that is, or is acting for the account or benefit of, a U.S. Person. Charter Hall is not able to advise on foreign laws.

6 CHARTER HALL RETAIL ENTITLEMENT OFFER

5. Acceptance of the Offer – Early Acceptance Date

To be allotted New Securities by Friday, 12 June 2009, you must submit your Entitlement and Acceptance Form by the Early Acceptance Date (5.00pm Wednesday, 10 June 2009) through BPAY[®] .

Please note that if you are paying by BPAY[®] you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form. Please follow the instructions on the Entitlement and Acceptance Form (which includes the Biller Code and your unique customer reference number). Your BPAY[®] payment must be:

in respect of the full Acceptance Monies (being $0.33 multiplied by the number of New Securities comprising your Entitlement or if you are subscribing for part of your Entitlement, the number of New Securities you wish to subscribe for); and
if you are applying for Additional Securities in excess of your Entitlement, also for the value of the Additional Securities you apply for (being $0.33 multiplied by the number of Additional Securities you wish to apply for).

6. Acceptance of the Offer – Before Retail Offer Close

For payment by cheque, bank draft or money order

To accept the Entitlement Offer by cheque, bank draft or money order, your payment in Australian currency for the amount of the Acceptance Monies, payable to the “Charter Hall Group Application Account”, should accompany your Entitlement and Acceptance Form. Your cheque, bank draft or money order must be:

in respect of the full Acceptance Monies (being $0.33 multiplied by the number of New Securities comprising your Entitlement or if you are subscribing for part of your Entitlement, the number of New Securities you wish to subscribe for);
in Australian currency drawn on an Australian branch of a financial institution; and
if you are applying for Additional Securities in excess of your Entitlement, also for the value of the Additional Securities you apply for (being $0.33 multiplied by the number of Additional Securities you wish to apply for).

If you have applied for Additional Securities, any surplus Acceptance Monies received for more than your final allocation will be refunded (without interest).

Cash payments will not be accepted. Receipts for payments will not be issued.

It is important to note that the Retail Entitlement Offer closes at 5.00pm (AEST) on Thursday, 18 June 2009. To participate in the Retail Entitlement Offer, your payment must be received no later than this date. Eligible Retail Securityholders who make payment via cheque, bank draft or money order should mail or hand deliver their completed Entitlement and Acceptance Form, together with Acceptance Monies, to the relevant address set out below.

Mail to: Hand deliver to (Please do not use this address for Charter Hall Group mailing purposes) : C/- Link Market Services Limited Charter Hall Group GPO Box 3560 C/- Link Market Services Limited Sydney NSW 2001 Level 12, 680 George Street Sydney NSW 2000

CHARTER HALL RETAIL ENTITLEMENT OFFER

For payment by BPAY[®] :

To accept the Retail Entitlement Offer by BPAY[®] , please follow the instructions on the Entitlement and Acceptance Form (which includes the Biller Code and your unique customer reference number). Your BPAY[®] payment must be:

in respect of the full Acceptance Monies (being $0.33 multiplied by the number of New Securities comprising your Entitlement or if you are subscribing for part of your Entitlement, the number of New Securities you wish to subscribe for); and
if you are applying for Additional Securities in excess of your Entitlement, also for the value of the Additional Securities you apply for (being $0.33 multiplied by the number of Additional Securities you wish to apply for).

Please note you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form.

If you have applied for Additional Securities, any surplus Acceptance Monies received for more than your final allocation will be refunded (without interest).

Cash payments will not be accepted. Receipts for payments will not be issued.

It is important to note that the Retail Entitlement Offer closes at 5.00pm (AEST) on Thursday, 18 June 2009. Eligible Retail Securityholders who make payment by BPAY[®] need to ensure their payment is received by no later than this date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment.

7. Broker stamping fees

Charter Hall will pay a stamping fee equal to 1.0% of Application Monies (exclusive of GST) on New Securities issued to stockbrokers (being those entities named as full service (advisory) brokers or non-advisory brokers on the ASX website) who submit a valid claim for a broker stamping fee on successful applications, subject to a limit of $300 (inclusive of GST) per application.

8. Allocation policy

Any Additional Securities will be limited to the extent that there are sufficient New Securities:

from Eligible Retail Securityholders who do not take up their full Entitlements or from New Securities that would have been offered to ineligible retail securityholders if they had been entitled to participate in the Retail Entitlement Offer; and
after Gandel has subscribed for the full amount of its underwriting commitment.

Charter Hall may apply any scale-back (in its absolute discretion).

9. Enquiries

If you require further information on how to complete the Entitlement and Acceptance Form, please contact the Charter Hall Entitlement Offer Information Line on 1300 664 498 (within Australia) or +61 2 8280 7787 (from outside Australia) between 8.00am and 7.30pm (AEST) Monday to Friday.

Website: www.charterhall.com.au

CHARTER HALL RETAIL ENTITLEMENT OFFER

Important Information

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

The Offer Documents (as defined in the Chairman’s Letter) have been prepared by Charter Hall Group (Charter Hall Limited (ACN 113 531 150) and Charter Hall Funds Management Limited (ACN 082 991 786) (AFSL 262861) as the Responsible Entity for Charter Hall Property Trust (ARSN 113 339 147) (the “RE”)).
Offer Documents

The Offer Documents relate to the Capital Raising as defined in the Chairman’s Letter, comprising the Placement, this Retail Entitlement Offer and the Institutional Entitlement Offer. Each New Security issued under the Capital Raising will be one share in Charter Hall Limited stapled to one unit in the Charter Hall Property Trust.

The information in the Offer Documents is important and requires your immediate attention. You should read the Offer Documents carefully and in their entirety before deciding whether to invest in New Securities. In particular, you should consider the risk factors outlined in the “Key Investment Risks” section of the Investor Presentation that could affect the operating and financial performance of Charter Hall or the value of an investment in Charter Hall.

You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

Quotation

Charter Hall has applied for the grant by ASX of official quotation of the New Securities.

Additional New Securities

Charter Hall reserves the right to allot any Additional Securities if and to the extent that Charter Hall so determines, in its absolute discretion, having regard to circumstances as at the time of the final close of the Retail Entitlement Offer.

Any Additional Securities will be limited to the extent that there are sufficient New Securities:

from Eligible Retail Securityholders who do not take up their full Entitlements or from New Securities that would have been offered to ineligible retail securityholders if they had been entitled to participate in the Retail Entitlement Offer; and
after Gandel has subscribed for the full amount of its underwriting commitment of approximately $13 million.

If you apply for Additional Securities then, subject to the allocation policy described above and Charter Hall’s absolute discretion to scale back your application for Additional Securities (in whole or part), you will be issued these on 29 June 2009. Charter Hall’s decision on the number of New Securities to be allocated to you will be final.

CHARTER HALL RETAIL ENTITLEMENT OFFER 9

Eligible Retail Securityholders

This Offer Documents contain an offer of New Securities to Eligible Retail Securityholders. “Eligible Retail Securityholders” are those securityholders who:

are registered as a holder of Securities as at 7.00pm (AEST) on Monday, 1 June 2009 (“ Record Date ”)[7] ;
have a registered address in Australia or New Zealand;
are not in the United States and are not U.S. Persons (as defined above) and are not acting for the account or benefit of U.S. Persons;
were not an institutional securityholder eligible to participate under the Institutional Entitlement Offer (or an ineligible institutional securityholder); and
are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Notwithstanding the above, Charter Hall may (at its absolute discretion) extend the Retail Entitlement Offer to certain institutional securityholders in foreign jurisdictions who did not participate in the institutional component of the Entitlement Offer (subject to compliance with applicable laws).

Not investment advice

The Entitlement Offer to which these Offer Documents relate complies with the requirements of sections 708AA and 1012DAA of the Corporations Act as notionally modified by Australian Securities and Investments Commission (“ ASIC ”) Class Order 08/35 and as further modified by ASIC in relation to this Entitlement Offer and accordingly this information is not required to be lodged or registered with ASIC.

The Offer Documents are not a prospectus or product disclosure statement under the Corporations Act and have not been lodged with ASIC. They are also not financial product advice and have been prepared without taking into account your investment objectives, financial circumstances or particular needs. Further, the RE advises that it is not licensed to provide financial product advice in relation to the stapled securities in Charter Hall.

The Offer Documents do not purport to contain all the information that you may require to evaluate a possible acquisition of stapled securities in Charter Hall and does not take into account the investment objectives, financial situation or needs of you or any particular investor. You should:

read the Offer Documents in conjunction with Charter Hall’s other periodic and continuous disclosure announcements including the Investor Presentation and announcements to ASX available at www.asx.com.au;
conduct your own independent review, investigation and analysis of Charter Hall and the New Securities which are the subject of the Entitlement Offer; and
obtain any professional advice you require to evaluate the merits and risks of an investment in Charter Hall, before making any investment decision based on your investment objectives.
No cooling-off rights

Cooling-off rights do not apply to an investment in the New Securities. You can not withdraw your application once it has been accepted.

7 Pursuant to a waiver from ASX and for the purposes of determining Entitlements under the Entitlement Offer, Charter Hall will disregard transactions in Charter Hall stapled securities after implementation of the trading halt in its securities on Wednesday, 27 May 2009, except for settlement of on-market transactions that occurred prior to the implementation of the trading halt.

10 CHARTER HALL RETAIL ENTITLEMENT OFFER

◆ Information availability

Eligible Retail Securityholders in Australia and New Zealand can obtain a copy of the Offer Documents by calling Charter Hall Entitlement Offer Information Line on 1300 664 498 (within Australia) or +61 2 8280 7787 (from outside Australia) at any time from 8.00am to 7.30pm (AEST) Monday to Friday during the Retail Entitlement Offer period or on the internet at www.charterhall.com.au. Persons who access the electronic version of the information contained in the Offer Documents should ensure that they download and read the entire information. The electronic version of the Offer Documents on the Charter Hall website will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling the Charter Hall Offer Entitlement Offer Information Line.

The Offer Documents may not be distributed to or relied upon by, persons in the United States or that are, or are acting on behalf of or for the account or benefit of, a U.S. Person, or otherwise distributed in the United States.

◆ Foreign jurisdictions

The Offer Documents have been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

The New Securities being offered under the Offer Documents are also being offered to Eligible Retail Securityholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). The Offer Documents are not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

The Offer Documents do not constitute an offer in any jurisdiction in which, or to any person to whom it would not be lawful to make such an offer. No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Securities, or otherwise permit a public offering of the New Securities, in any jurisdiction other than Australia and New Zealand. Return of the Entitlement and Application Form shall be taken by Charter Hall to constitute a representation by you that there has been no breach of any such laws. Eligible Retail Securityholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed.

The distribution of the Offer Documents (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of the Offer Documents, you should observe such restrictions and should seek your own advice on such restrictions.

Any non compliance with these restrictions may contravene applicable securities laws.

This document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any U.S. Person. Securities may not be offered or sold in the United States absent registration under the Securities Act or any applicable securities laws of any state or other jurisdiction in the United States, except pursuant to an exemption from such registration. Neither the Entitlements nor New Securities offered in the Capital Raising have been, or will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. In addition, neither Charter Hall Limited nor Charter Hall Property Trust has been, or will be, registered under the U.S. Investment Company

CHARTER HALL RETAIL ENTITLEMENT OFFER 11

Act of 1940, as amended (the “Investment Company Act”) in reliance on an exception provided by Section 3(c)(7) thereof. Accordingly, the securities being offered in the Capital Raising may not be offered and sold within the United States or to, or for the account or benefit of, U.S. Persons, except in each case to persons that are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A of the Securities Act) and also “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act) in transactions exempt from, or not subject to, the registration requirements of the Securities Act and exempt from the registration requirements of the Investment Company Act pursuant to Section 3(c)(7) thereof. Outside the United States, the securities being offered in the Capital Raising may only be offered and sold to persons that are not U.S. Persons and are not acting for the account or benefit of U.S. Persons in “offshore transactions” (as defined in Regulation S) in compliance with Regulation S and the laws of the jurisdiction in which such securities are offered and sold. The New Securities may not be deposited in any unrestricted American Depositary Receipt Facility with respect to the securities of Charter Hall that may be established until 40 days following the completion of the Capital Raising.

The distribution of this document outside Australia may be restricted by law. In particular, this document or any copy of it must not be taken into or distributed or released in the United States or distributed or released to any U.S. Person or to any person acting for the account or benefit of a U.S. Person. Persons who come into possession of this document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

◆ Past performance

Investors should note that the past price performance of Charter Hall stapled securities provides no guidance as to future price performance.

◆ Governing law

The Offer Documents, the Offer and the contracts formed on acceptance of the Applications are governed by the law applicable in New South Wales, Australia. Each applicant for New Securities submits to the nonexclusive jurisdiction of the courts of New South Wales, Australia.

◆ Future performance

The Offer Documents contain certain “forward-looking statements”. The words “anticipate”, “believe”, “will”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Due care and attention has been used in the preparation of forecast information. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Charter Hall, that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. You should also have regard to the risks section of the Investor Presentation.

◆ Financial Data

All dollar values in the Offer Documents are in Australian dollars (A$).

12 CHARTER HALL RETAIL ENTITLEMENT OFFER

Underwriting

Institutional Entitlement Offer and part of Retail Entitlement Offer

Charter Hall has entered into an underwriting agreement with Macquarie Capital Advisers Limited and Goldman Sachs JB Were Pty Limited (“ Underwriters ” or “ Joint Lead Managers ”) pursuant to which the Underwriters:

have agreed to fully underwrite the Institutional Entitlement Offer;
have been appointed to act as manager in respect of the Entitlement Offer; and

may elect to underwrite part of the Retail Entitlement Offer.

Customary with these types of arrangements:

Charter Hall has indemnified the Underwriters and its directors, officers, employees, agents and advisers against losses in connection with the Entitlement Offer.
Charter Hall and the Underwriters have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Entitlement Offer.
The Underwriters may terminate the underwriting agreement and be released from its obligations on the happening of any of a range of events, including if:
- ASIC takes action or commences an investigation in respect of the Entitlement Offer;
ASX withdraws its approval for an official quotation of the New Securities on ASX or if ASX or ASIC withdraw or revoke any waivers or modifications necessary to effect the Entitlement Offer;
there is an adverse change in the condition or in the assets, earnings, business, operations, management or prospects of Charter Hall or any member of the Charter Hall Group or the Charter Hall Property Trust or any of their underlying investments; or
there is a disruption in certain key global financial markets or hostilities commence in certain countries which has, or is likely to have, a material adverse effect on the Entitlement Offer or could give rise to a liability for the Underwriters.
The Underwriters will be remunerated by Charter Hall for providing these services at market rates.
The Underwriters underwriting commitment is conditional on, among other things:
the agreement between Charter Hall and Gandel in relation to Gandel’s $30 million investment in CPOF; and
the underwriting agreement between Charter Hall and Gandel, being Continuing Agreements (i.e. not being void, breached, terminated, amended without the Underwriters’ consent and so forth), as at the relevant dates specified in this underwriting agreement.

The Underwriters have advised Charter Hall that they have elected to underwrite the remaining proportion of the Retail Entitlement Offer not underwritten by Gandel in accordance with the terms of the underwriting agreement.

CHARTER HALL RETAIL ENTITLEMENT OFFER 13

Gandel part underwriting of Retail Entitlement Offer

In conjunction with the Placement and pursuant to a placement and underwriting agreement between The Gandel Group Pty Ltd as trustee for The Gandel Group Family Trust, Gandel has agreed to underwrite 38,080,000 New Securities under the Retail Entitlement Offer. This is in priority to the Underwriters’ part underwriting of the Retail Entitlement Offer.

Under this agreement:

Charter Hall has given certain representations, warranties and undertakings in connection with (among other things) the Entitlement Offer.
Charter Hall has undertaken to use its reasonable endeavours to ensure that Gandel is able to achieve a holding of 15% of the expanded capital base following the Capital Raising.
Gandel will be invited to appoint a nominee to the board of Charter Hall following completion of the Placement.
Gandel may terminate the agreement and be released from its obligations on the happening of any of a range of events, including those termination event listed above in the context of the agreement with the Underwriters.
- Gandel will be remunerated for providing underwriting services at market rates.
Gandel’s underwriting commitment is conditional on the conditions precedent to the Placement being satisfied and the underwriting agreement with the Underwriters not being terminated.
Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in the Offer Documents.

Any information or representation that is not in the Offer Documents may not be relied on as having been authorised by Charter Hall, or its related bodies corporate in connection with the Retail Entitlement Offer. Except as required by law, and only to the extent so required, none of Charter Hall, or any other person, warrants or guarantees the future performance of Charter Hall or any return on any investment made pursuant to the Offer Documents.

14 CHARTER HALL RETAIL ENTITLEMENT OFFER

Declarations

By returning the Entitlement and Acceptance Form and paying Application Monies by cheque, bank draft or money order, or by paying Application Monies by BPAY[®] , you:

declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;
declare you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;
acknowledge that once Charter Hall receives the Entitlement and Acceptance Form, or any payment of Application Monies via BPAY[®] , you may not withdraw your acceptance;
agree to apply for the number of New Securities specified in your Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY[®] , at the issue price of $0.33 per New Security;
agree to be issued the number of New Securities that you apply for;
authorise each of Charter Hall, the Joint Lead Managers and their respective officers or agents, to do anything on your behalf necessary for the New Securities to be issued to you, including to act on instructions of the registry upon using the contact details set out in the Entitlement and Acceptance Form;
declare that you are an Eligible Retail Securityholder as defined in the Important Information;
acknowledge that the information contained in the Offer Documents is not investment advice or a recommendation that New Securities are suitable for you given your investment objectives, financial situation or particular needs;
represent and warrant that the law of any other place does not prohibit you from being given the Offer Documents, nor does it prohibit you from making an application for New Securities;
represent and warrant (for the benefit of Charter Hall, the Joint Lead Managers and their respective affiliates) that you are not in the United States and that you are not, and you are not acting for the account or benefit of, a “U.S. Person”, and are not otherwise a person to whom it would be illegal to make an offer or issue New Securities under the Retail Entitlement Offer;
acknowledge that the Entitlements and the New Securities have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand. In addition, you acknowledge that neither Charter Hall Limited nor Charter Hall Property Trust has been or will be registered under the Investment Company Act in reliance on an exception provided by Section 3(c)(7) thereof. Accordingly, you acknowledge that the Entitlements may not be taken up, and the New Securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the Investment Company Act and any other applicable securities laws of any state or other jurisdictions in the United States;
agree not to send the Offer Documents or any other material relating to the Capital Raising to any person in the United States or that is, or is acting for the account or benefit of a U.S. Person; and
agree that if in the future you decide to sell or otherwise transfer the New Securities, you will only do so in regular way transactions on ASX where neither you nor any person acting on your behalf knows, or have reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States or a U.S. Person.

CHARTER HALL RETAIL ENTITLEMENT OFFER 15

Appendix A: Strategic Investment & Equity Raising Presentation

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Charter Hall Group Strategic Investment & Equity Raising 27 May 2009
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16 CHARTER HALL RETAIL ENTITLEMENT OFFER

This document has been prepared by Charter Hall Funds Management Limited ("CHFML") as responsible entity for Charter Hall Property Trust and Charter Hall Limited (together,	"Charter Hall Group“ or “CHC”).	The document is in relation to an "Entitlement Offer" of new stapled securities of Charter Hall Group ("Securities") to be made to:	– eligible institutional securityholders of Charter Hall Group ("Institutional Entitlement Offer"); and	– eligible retail securityholders of Charter Hall Group ("Retail Entitlement Offer"),	under sections 708AA and 1012DAA of The Corporations Act as notionally modified by ASIC class order 08/35 (together the "Entitlement Offer"), and a placement to the Gandel	Group (“Gandel”) (together with the Entitlement Offer, the "Offer").	By accepting, accessing or reviewing this document, or attending any associated presentation or briefing, you agree to be bound by the following conditions.	This document is not a prospectus, disclosure document or offering document under Australian law or under any other law. It is for information purposes only. The retail offer	booklet for the Retail Entitlement Offer will be available following its lodgement with ASX. Any eligible retail securityholder who wishes to participate in the Retail Entitlement Offer	should consider the retail offer booklet in deciding whether to apply under that offer. Anyone who wants to apply for Securities under the Retail Entitlement Offer will need to apply	in accordance with the instructions on the Entitlement and Acceptance Form which will accompany the retail offer booklet.	This document does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in the Charter Hall Group nor does it	contain all the information which would be required in a product disclosure statement or prospectus prepared in accordance with the requirements of the_Corporations Act 2001_.	Statements in this document are made only as of the date of this document unless otherwise stated and the information in this document remains subject to change without notice.	Charter Hall Group is not responsible for providing updated information to any prospective investors.	All dollar values are in Australian dollars (A$) and financial data is presented as at 31 December 2008 unless otherwise stated. The pro forma historical financial information	included in this document does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission.	This presentation contains certain “forward-looking statements”. The words “anticipate”, “believe”, “will”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “could”,	“may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and	performance are also forward-looking statements. Any forecast or other forward looking statement contained in this presentation is subject to known and unknown risks and	uncertainties and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. While due care and attention	have been used in the preparation of forecast information, such forward-looking statements are not guarantees of future performance and involve known and unknown risks,	uncertainties and other factors, many of which are beyond the control of the issuer, that may cause actual results to differ materially from those expressed or implied in such	statements. There can be no assurance that actual outcomes will not differ materially from these statements. You are cautioned not to place undue reliance on forward looking	statements.	This document does not and will not form part of any contract for the acquisition of Securities in Charter Hall Group. It does not constitute an invitation to apply for Securities under	the Offer and does not contain any application form for the Offer.	Charter Hall Group reserves the right to withdraw, or vary the timetable for, the Offer.	No representation or warranty is or will be made by any person, including Charter Hall Group or its respective officers, directors, employees, advisers and agents (collectively, the	Beneficiaries) in relation to the accuracy or completeness of all or part of this document, or any constituent or associated presentation, information or material (collectively, the	Information), or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in, or implied by, the Information or any part of it. To	the maximum extent permitted by law, the Beneficiaries disclaim any liability (including, without limitation any liability arising from fault or negligence), for any loss arising from any	use of or reliance upon all or any part of the Information or otherwise arising in connection with it or for any action taken by the recipients of the Information on the basis of such	Information. The Information includes information derived from third party sources that has not been independently verified.	No person other than Charter Hall Group is authorised to give any information or make any representation in connection with the Offer which is not contained in this document. Any	information or representation not so contained may not be relied upon as being authorised by Charter Hall Group or any person associated with it in connection with the Offer.	Nothing contained in the Information constitutes investment, legal, tax or other advice. The Information does not take into account the investment objectives, financial situation or	particular needs of any recipient. Before making an investment decision, each recipient of the Information should make its own assessment and take independent professional	advice in relation to the Information and any action taken on the basis of the Information. Further, the Charter Hall Group advises that it is not licensed to provide financial product	advice in relation to the Securities. Cooling-off rights do not apply to an investment in any Securities under the Offer. The recipient cannot withdraw an application once it has	been accepted.	Nothing in this document should be considered as a solicitation, offer or invitation in any place where, or to any person to whom, it would not be lawful to make such an offer or	invitation. No action has been taken to register the Securities, or otherwise permit a public offering of Securities, in any jurisdiction outside of Australia. The distribution of this	document outside Australia may be restricted by law. Persons who come into possession of the Information who are not in Australia should seek independent advice on and	observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.	This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall	form the basis of any contract or commitment. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or	to any “U.S. person” (as defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)) (“U.S. Person”). This document may not be distributed or	released in the United States or to, or for the account or benefit of, any U.S. Person. The securities in the proposed offering have not been and will not be registered under the	Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities in the proposed offering may not be offered, or sold,	2 Charter Hall Group Strategic Investment & Equity Raising directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. For details of specific selling restrictions relating to jurisdictions other than Australia, refer to slides 42-46. This information is provided as a general guide only.	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

CHARTER HALL RETAIL ENTITLEMENT OFFER 17

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3
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Agenda Overview1. Details of Offer2. Transaction Impact3. Strategic Investments4. Capital Management5. Key Investment Risks6. Summary7. Charter Hall Group Strategic Investment & Equity Raising
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18 CHARTER HALL RETAIL ENTITLEMENT OFFER

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Section one Overview
275 George Street, Brisbane Qld (Jointly owned by CHOF4 and CPOF)
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CHARTER HALL RETAIL ENTITLEMENT OFFER

Transaction Overview	 Gandel Group (“Gandel”) to make a strategic investment of up to $82 million in Charter Hall Group	(“CHC”) and its managed funds	– An investment of up to $37 million in CHC, equating to a holding of up to 15% post equity raising	– Agreement to acquire $30 million of CHC existing co-investment in the unlisted Core Plus Office Fund	(“CPOF”)	– $15 million commitment to a new CHC-managed unlisted fund initiative (Special Situations Fund, or “SSF”)	 CHC is undertaking a fully underwritten accelerated non-renounceable entitlement offer and	placement (together the “Offer”) to raise $73 million1	– Placement of $24 million to Gandel and a 2 for 7 entitlement offer	 CHC continues its ongoing capital management initiatives	– Recently announced refinanced Core Plus funds debt facilities	– Asset sales in managed funds	 The proceeds to CHC of $103 million from the investment by Gandel and the Offer (together the	“Transaction”) provides financial flexibility	– Used to repay all existing CHC balance sheet debt and reduce gearing to nil	– Reducing look-through pro-forma gearing to 34% (all managed fund debt has no recourse to investors,	including CHC)	NOTES:	1. See slide 11 for more detail on offer structure and size of equity raising	5 Charter Hall Group Strategic Investment & Equity Raising	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

20 CHARTER HALL RETAIL ENTITLEMENT OFFER

Transaction Overview

6
Charter Hall Group
Strategic Investment & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
$82m
$15m
$30m
$37m
$13m underwrite2
$24m
Gandel
$118m
$15m
$30m
$73m
$49m
$24m
Total
$49m
Total funds
-
SSF commitment
-
$49m
$49m2
-
CHC Investors
Total equity raising
Entitlement1
CPOF unit sale
Placement
Investment
NOTES:
1.
Entitlement of $49 million of which the institutional component of $29 million and the retail component of $20 million are fully underwritten
2.
Gandel does not participate in entitlement issue but underwrites approximately $13 million of the retail component of this entitlement issue. CHC has undertaken to use its
reasonable endeavours to ensure that Gandel is able to achieve a holding of 15% of the enlarged CHC security base following the Offer

CHARTER HALL RETAIL ENTITLEMENT OFFER 21

Why Invest in CHC?	 High quality property platform	– Property specialist with strong skills in property ownership, development and management	– One of the largest Core-Plus and Opportunistic wholesale fund managers in Australia	– Proactive agile approach to current conditions – for example the proposed launch of the SSF	 Simple business model	– Domestic focus	– Conventional debt facilities in managed funds with no cross guarantees or recourse to investors, including CHC	– Recurring revenue streams	– No on-balance sheet development activity	 The Transaction proceeds will repay CHC’s balance sheet debt and provide the flexibility to meet	contributions to reduce managed fund leverage, if required	– Active capital management strategies across managed funds	– Refinanced Core Plus funds debt facilities	– Debt service aided by underlying rental growth with strong tenant covenants and very limited near term lease	expiries	 The Offer provides exposure to a high quality property portfolio at a substantial discount to NTA1(56%)	– WALE2of 8.3 yrs with strong tenant covenants	– Weighted average fixed rental increases of 3.7% per annum	NOTES:	1. Net Tangible Assets per security, see slide 31 for more detail	2. Weighted Average Lease Term	7 Charter Hall Group Strategic Investment & Equity Raising	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

22 CHARTER HALL RETAIL ENTITLEMENT OFFER

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8
18.7%
– Core Plus Office Fund – Core Plus Industrial Fund – Core Plus Retail Fund – Diversified Property Fund – Charter Hall Umbrella Fund
CPOF CPIF CPRF DPF CHUF
1
11.1yrs
8.4% 8.3% 8.8yrs 8.7yrs 8.3yrs
7.7yrs
(by income) 7.0% 7.3yrs
5.9% 5.9% 1
5.3% 5.5%
5.0%
4.5%
3.4%
1.7% 1.9%
(by income)
Current FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 CPOF CPIF CPRF DPF CHUF 2CHC
Lease expiry profile WALEs
FY09 (remaining)
9.5% 1
4.17%
7.2% 3.73%
3.43% 3.51% 3.58%
6.1% 6.0%
3.04%
1
3.5% 3.4% 3.3% 3.2%
(by income) 2.1% 2.1%
2
Coles Telstra AMEX Mercer K&S CPOF CPIF CPRF DPF CHUF CHC Charter Hall Group Strategic Investment & Equity Raising
Bunnings As at 31 March 09 CHC’s metrics are a weighted average of its investments in the underlying managed funds. See slide 33 for investment balances
Secure Income and Long Leases CHC Investment Portfolio Top 10 tenants Woolw orths Weighted Average Fixed Rental Growth pa
NOTES: 1. 2.
Westpac/St George C'w ealth Government Harvey Norman
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CHARTER HALL RETAIL ENTITLEMENT OFFER 23

24 CHARTER HALL RETAIL ENTITLEMENT OFFER

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Section two Details of the Offer
Atrium, Pyrmont NSW (Owned by CPOF)
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CHARTER HALL RETAIL ENTITLEMENT OFFER

Offer Structure	 The Offer of $73 million comprises the following components:	– Private placement to Gandel of $24 million at $0.33 per security	– Fully underwritten accelerated non-renounceable 2 for 7 entitlement offer to raise $49 million	• $13 million underwritten by Gandel1	 New securities will rank equally with existing securities	– Entitled to receive the full 2H09 distribution	– Reconfirm 2H09 DPS guidance of 1 cent per security	NOTES:	1. CHC has undertaken to use its reasonable endeavours to ensure that Gandel is able to achieve a holding of 15% of the enlarged CHC security base following the Offer	11 Charter Hall Group Strategic Investment & Equity Raising	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

26 CHARTER HALL RETAIL ENTITLEMENT OFFER

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Offer Metrics
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12
$0.33
Issue Price
2,3
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
10% $0.37
Discount
TERP on last closing price
2
15% $0.39
Discount 5-day VWAP
1
56% $0.75
Discount
Pro-forma NTA Charter Hall Group Strategic Investment & Equity Raising
Refer to slide 31 for further detail on NTA Calculated as at last close 26 May 2009 Theoretical Ex-Rights Price (TERP) assumes Offer raising is fully subscribed, but excludes placement securities
Issue Price Discounts
NOTES: 1. 2. 3.
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CHARTER HALL RETAIL ENTITLEMENT OFFER 27

Offer Timetable	Date Event1	10.30am (AEST), 27 May 2009 Institutional Offer opens	6.00pm (AEST), 27 May 2009 Institutional Offer closes	28 May 2009 Institutional allocations advised and trading resumes	7.00pm (AEST), 1 June 2009 Record Date for determining Entitlements for the Entitlement Offer	3 June 2009 Retail Entitlement Offer opens	5.00pm (AEST), 10 June 2009 Early Acceptance Date for the Retail Entitlement Offer	11 June 2009 Settlement of Institutional Offer and Early Acceptances for Retail Entitlement Offer	12 June 2009 Allotment for Institutional Offer and Early Acceptances for Retail Entitlement Offer	12 June 2009 Trading commences for new securities allotted under Institutional Offer and Early	Acceptances for Retail Entitlement Offer	5.00pm (AEST), 18 June 2009 Retail Entitlement Offer closes	29 June 2009 Final retail allotment	30 June 2009 Trading commences for new securities allotted in the final retail allotment	NOTES:	1. The timetable above is subject to variation CHC (in conjunction with the underwriters) reserves the right to amend any or all of these dates and times, subject to the	Corporations Act, the ASX Listing Rules and other applicable laws	13 Charter Hall Group Strategic Investment & Equity Raising	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

28 CHARTER HALL RETAIL ENTITLEMENT OFFER

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Section three Transaction Impact
275 George Street, Brisbane Qld (Jointly owned by CHOF4 and CPOF)
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CHARTER HALL RETAIL ENTITLEMENT OFFER

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15
37.6% Values
10% Fall in Property
35.8% Values
Sensitivities 5% Fall in Property
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
34.1%
Transaction
Pro-forma Post
reduced from 9.9% to nil
1
reducing to 34.1%
2 46.6%
Transaction
Pro-forma Pre
3
2.0%
Adjustments
Intention to minimise gearing against co-investments going forward Managed fund debt facilities are stand alone with no recourse to, or guarantee from, CHC
– –
CHC balance sheet pro-forma gearing Look-through pro-forma gearing Charter Hall Group Strategic Investment & Equity Raising
48.6%
Gearing is calculated as debt net of cash divided by assets net of cash Look-through gearing calculated by incorporating CHC’s proportional share of assets and debt of the funds in which it co-invests Adjustments incorporate assets sales only where contracts have been exchanged (ie. not future targeted asset sales), refer to slide 31 for complete adjustment details
31-Dec-08
Look-through Gearing
Gearing   NOTES: 1. 2. 3.
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30 CHARTER HALL RETAIL ENTITLEMENT OFFER

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16
$0.64 Values
10% Fall in Property
$0.70 Values
Sensitivities
5% Fall in Property
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
$0.75
Transaction
Pro-forma Post
$0.97
Transaction
Pro-forma Pre
1
$0.12
Adjustments
Pro-forma Net Tangible Assets per security (NTA) of $0.75 Total pro-forma Net Tangible Assets of $516 million $1.09 Charter Hall Group Strategic Investment & Equity Raising
31-Dec-08 Adjustments incorporate assets sales only where contracts have been exchanged (ie. not future targeted asset sales), refer to slide 31 for complete adjustment details
NTA
NTA   NOTES: 1.
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CHARTER HALL RETAIL ENTITLEMENT OFFER 31

Underlying EPS	 Revised FY09 underlying EPS guidance of 7.75 cps1(pre-Transaction) FY09 Underlying EPS	– Compared with previously provided guidance	of 8.0 cps	 Pro-forma FY09 underlying EPS reduced to	5.702cps (post-Transaction)	– Assumes full year impact of the Transaction	– Pro-forma calculation assumes securities on	issue for entire year for comparison 7.75 cps	 Pro-forma earnings yield of 17.3% based on Offer price of $0.33 5.70 cps PROFORMA	Pre-Transaction Post-Transaction	NOTES:	1. EPS is based on underlying earnings derived by adjusting AIFRS NPAT for a number of abnormal and non-cash items. These items are primarily adjustments to investments	held at fair value, loss on sale of investments, long term incentive expenses and a reversal of $3m (or 0.4 cps post equity raising) of performance fees accrued in FY08	2. Does not incorporate any impacts of the launch of the proposed SSF	17 Charter Hall Group Strategic Investment & Equity Raising	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

32 CHARTER HALL RETAIL ENTITLEMENT OFFER

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Section four Strategic Investments
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
202 Pier Street, Perth WA (Owned by CHOF5)
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CHARTER HALL RETAIL ENTITLEMENT OFFER

Strategic Investments	 In addition to the participation in the Offer, Gandel will also invest in the Core Plus Office Fund	and the proposed Special Situations Fund	 Agreement to acquire $30 million of CPOF units from CHC at 20% discount to 30 June 2009 NTA1	– CHC’s holding reduces from 23% to approximately 18%	– Cash proceeds to increase CHC’s financial flexibility	 $15 million new equity commitment to SSF	– Fund will target specific opportunities in office sector brought about by the current market environment	– Matches CHC’s proposed $15 million commitment	– Generates momentum for fund launch	Strategic Investment Summary	Amount Proceeds to CHC Investment	$37m $37m CHC	$30m $30m CPOF	$15m - SSF	$82m $67m Total	NOTES:	1. CHC will provide a performance guarantee that ensures Gandel will receive a minimum IRR of 12% on $30 million equity investment over 4 years	19 Charter Hall Group Strategic Investment & Equity Raising	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

34 CHARTER HALL RETAIL ENTITLEMENT OFFER

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Section five Capital Management
400 Kent Street, Sydney NSW (Owned by DPF)
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21
This Transaction Revised distribution policy Asset/co-investment sales Negotiation of new debt facility covenants Asset sales Raising new capital (potentially for CPOF)
– – –
– – –
Initiatives Initiatives
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Minimise gearing of co-investments going forward Withstand further asset declines and fund future equity commitments (as necessary) Increase financial flexibility Improve Loan-to-Value Ratio (LVR) headroom for future potential declines in asset values Targeting 40% gearing in Core-Plus funds Negotiation of extended terms for CHOF facilities (as required)
Management remains committed to capital management for both CHC and the managed funds Charter Hall Group Strategic Investment & Equity Raising
– – –
– – –
CHC Managed Funds
Capital Management Initiatives 
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36 CHARTER HALL RETAIL ENTITLEMENT OFFER

CHC Capital Management	Funding requirements	 CHC has the following equity commitments to managed funds:	Remaining commitments Allocated commitments1 Total undrawn commitments Fund	$30.0m - $30.0m CPIF	- $1.0m $1.0m CHOF4	$17.0m $10.0m $27.0m CHOF5	$15.0m - $15.0m SSF2	$62.0m $11.0m $73.0m Total	 CHOF commitments reduced by capital returns from completed projects3	Funding sources	 Cash balance of $46 million and undrawn debt facility	 Asset/co-investment sales	 Retention of earnings	NOTES:	1. Allocated commitments represent undrawn equity commitments for identified projects/acquisitions	2. CHC is targeting minimum equity raising for SSF of $100 million. CHC will commit to 10% of SSF equity raised with cap of $15 million	22 Charter Hall Group Strategic Investment & Equity Raising 3. Historically this results in maximum net drawn position of ~65-70% of outstanding commitments	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

CHARTER HALL RETAIL ENTITLEMENT OFFER 37

Managed Funds Capital Management	 CHC is pursuing the following capital management initiatives for the managed investment funds	to achieve increased LVR headroom capacity	Renegotiate facility covenants Asset sales Potential new equity raising Fund	   CPOF	 CPIF	  CPRF	   DPF	 The table below provides an update on the asset sales in CPOF, CPRF and DPF	Contracts	Exchanged and Total targeted sales Terms Agreed1 Fund	Announced	Nil 20% of assets (~$300m) $65.0m CPOF	$41.8m 20%+ of assets (~$80m+) $47.5m CPRF	$4.2m 20% of assets (~$50m) $18.5m DPF	NOTES:	1. Subject to due diligence and documentation, there is no certainty that these asset sales will proceed or settle Note that the analysis on capital management in this	presentation includes asset sales for which have been exchanged and excludes transactions for which terms have been agreed but not executed	23 Charter Hall Group Strategic Investment & Equity Raising	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

38 CHARTER HALL RETAIL ENTITLEMENT OFFER

Investment Fund Debt Summary	 As announced, CHC has re-negotiated CPIF DPF CPRF CPOF CHC DEBT FACILITY	covenants and term for a number of debt	facilities in Core Plus funds 358 232 381 1,347 499 Assets ($m)1	 Analysis at right is based on investment 141 134 160 656 - Net debt drawn ($m)	fund facilities only and excludes 2.7 2.7 2.3 2.9 2.3 W. Avg Facility duration (yrs)	construction and acquisition facilities LOAN TO VALUE RATIO2	61% 37% 42% 49% N/A W. Avg LVR	65% 61% 60% 57% 25% W. Avg LVR covenant2	6% 31% 29% 14% N/A W. Avg LVR headroom3	W. Avg = Weighted Average	For further detail see Appendix A2	NOTES:	1. Asset balance shown net of cash	2. Property LVR covenants shown for all facilities except CHC’s which is a total liabilities to total assets covenant	3. Headroom percentage calculated as the percentage by which asset values can fall before breaching LVR covenants	24 Charter Hall Group Strategic Investment & Equity Raising	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

CHARTER HALL RETAIL ENTITLEMENT OFFER 39

Debt Facility Expiries	 No significant maturities until 2HFY11	Pro-forma debt expiry profile by fund(based on drawn amounts)1	$600m	DPF	$460m $500m CPIF	$421m CPRF	$400m CPOF	$300m	$200m	$133m	$60m $100m	$16m	$0m	2HFY09 1HFY10 2HFY10 1HFY11 2HFY11 1HFY12 2HFY12 1HFY13	NOTES:	1. Excludes construction and acquisition facilities	25 Charter Hall Group Strategic Investment & Equity Raising

40 CHARTER HALL RETAIL ENTITLEMENT OFFER

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Section six Key Investment Risks
ONE30 Stirling Street, Perth WA (Owned by CPOF)
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CHARTER HALL RETAIL ENTITLEMENT OFFER

Key Investment Risks	 CHC specific risks	– Investments in managed funds	– Equity commitments from CHC’s co-investments in its managed funds	– Debt renewals, refinancing and access to funding generally	– Reliance on third party equity for funds	– Change in value of properties	– Property related risks	– Illiquid investments	 A-REIT specific risks	– Availability of capital	– Impact of interest rates	– Economic environment	– Regulatory issues and change in law	– ASX market volatility	– Taxation	 See Appendix B for further details on these and other investment risks	27 Charter Hall Group Strategic Investment & Equity Raising	NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

42 CHARTER HALL RETAIL ENTITLEMENT OFFER

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Section seven Summary
53 Berry Street, North Sydney NSW (Owned by DPF)
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CHARTER HALL RETAIL ENTITLEMENT OFFER

44 CHARTER HALL RETAIL ENTITLEMENT OFFER

Appendix A Financial Detail

Hatch Building, Perth WA (Owned by CPOF) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Appendix A1 - CHC Balance Sheet

	ACTUAL	ADJUSTMENTS		PROFORMA	PROFORMA
	31 DECEMBER			PRE-	POST
	2008			TRANSACTION	TRANSACTION
Direct property	41.0	(41.0)	1	0.0	0.0
Indirect property investments	467.7	(12.5)	2	455.2	415.8
CIP	42.6	(15.0)	3	27.6	27.6
Other investments	20.6	0.0		20.6	20.6
Receivables and other assets	35.0	0.0		35.0	35.0
Cash	2.7	2.3	4	5.0	46.2
Total assets	609.6	(66.2)		543.4	545.2
Borrowings	69.0	(10.5)	4	58.5	0.0
Other liabilities	52.9	(24.1)	5	28.8	28.8
Net assets	487.7	(31.6)		456.1	516.4
Securities on issue (AIFRS)	446.5	21.7	6	468.2	689.2
NTA ($)	1.09			0.97	0.75
Gearing	10.9%			9.9%	Nil
Look-through gearing	48.6%			46.6%	34.1%

NOTES:

Sale of Chullora from CHC to CPIF and transfer of Mentone from CHC to CPRF
Devaluations of property assets in CPOF, CPIF, CPRF & DPF as at 31 March 2009 sale of investment in Axiom Charter Hall Group
Independent estimate of impairment to CIP as at 31 March 2009 Strategic Investment & Equity Raising
Adjustments to cash and debt to reflect pro-forma cash and debt balance
Transfer of Mentone from CHC to CPRF
Securities issued following natural DRP take up in February 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

CHARTER HALL RETAIL ENTITLEMENT OFFER 45

Appendix A2 - Debt Facility Summary

32
Charter Hall Group
Strategic Investment & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
NOTES:
1.
Drawn debt shown net of cash. Cash
balance at fund level used to reduce
various debt facilities.
2.
Property LVR covenants shown for all
facilities except CHC group facility
which is a total liabilities to total
assets covenant.
3.
Headroom % calculated as the
percentage by which asset values can
fall before breaching LVR covenants.
6%
65%
61%
2.7yrs
141
232
Total DPF
1
Other assets
3%
65%
63%
Various
62
99
6 Single Asset Facilities (AXA)
18%
65%
53%
Jun-11
24
45
Coles, Perth (25%)
4%
65%
63%
Oct-11
55
88
4 Asset Portfolio Facility (NAB)
DPF
31%
61%
37%
2.7yrs
134
358
Total CPIF
4
Other assets
9%
55%
50%
Oct-11
9
17
130-138 Link Road, Melbourne
18%
65%
53%
Jun-11
71
134
Coles, Perth (75%)
40%
60%
27%
Jul-12
54
203
11 Asset Portfolio Facility
CPIF
29%
60%
42%
Jul-11
160
381
14 Asset Portfolio Facility
CPRF
14%
57%
49%
2.9yrs
656
1,347
Total CPOF
5
Other assets
11%
55%
49%
Jun-11
39
79
570 Bourke Street, Melbourne
17%
50%
42%
Sep-11
54
129
St George Bank, Kogarah
11%
50%
45%
Aug-11
89
200
Northbank Plaza, Brisbane
6%
60%
56%
Sep-11
21
37
King William St & Pirie St, Adelaide
7%
60%
55%
Mar-12
60
109
144 & ONE30 Stirling Street, Perth
7%
60%
50%
Dec-11
34
69
Monash University, Melbourne
17%
60%
50%
Jul-12
360
719
8 Asset Portfolio Facility1
CPOF
N/A
25%
0%
Jul-11
0
499
Group Facility
CHC
HEAD
ROOM %3
LVR
COVENANT
CURRENT LVR2
MATURITY
DRAWN DEBT
($M)1
ASSET
VALUES
($M)
FACILITY

Headroom % calculated as the percentage by which asset values can fall before breaching LVR covenants.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Appendix A3 - CHC Investment Portfolio

Weighted average market cap rates and pro-forma equity investment balances (as at 31 March)[1]

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CPOF $181.3m 7.12%
CPIF $55.7m 7.62%
CPRF $141.9m 7.47%
DPF $23.4m 7.81%
CHUF $52.9m 7.43%
CHC $455.2m 7.36%
NOTES:
1. Based on directors and independent valuations reflected by unit prices in the managed funds
Charter Hall Group
33
Strategic Investment & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Appendix B
Key Investment Risks
399 Royal Parade, Parkville Vic
(Owned by CPOF) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Key Investment Risks

Outline
This section summarises some of the key risks that may affect the future performance of an investment in CHC. This is not an exhaustive list of the relevant risks. If any of the following risks materialise CHC’s business, financial condition and operational results are likely to suffer. You should also consider consulting your financial or legal adviser so as to ensure you understand fully the terms of this Offer and the inherent risks.
General Risks affecting CHC
Economic Environment : If the Australian economy experiences a prolonged economic downturn, this could have an adverse impact on CHC’s earnings. Aspects of the business that could be affected include reduced rental income as a result of increased vacancy rates, lower rents and tenant defaults; higher lease incentives; lower development margins; lower funds management and performance fees; potential defaults on mortgage loans; lower inflows into our managed funds or other adverse consequences. Other economic factors that could also affect CHC’s business include unemployment, inflation, monetary policy, regulatory change, consumer spending, business investment, taxation and the state of capital markets in general.
Interest Rates : Adverse fluctuations in interest rates, to the extent that they are not hedged or forecast, may impact CHC’s earnings. CHC’s asset values may also be affected by any impact that rising interest rates may have on property markets in which CHC operates. In addition, if official interest rates are further reduced, that may have the effect of increasing CHC’s liabilities relating to its fixed interest rate contracts, which will also impact on CHC’s AIFRS profit.
Availability Of Capital : The real estate investment and development industry is highly capital-intensive. The ability of CHC to raise funds on favourable terms for future acquisitions, development activity, new and existing funds managed by CHC and refinancing depends on a number of factors including general economic, political, capital market conditions and the reputation, performance and financial strength of CHC’s business. The inability of CHC or funds managed by CHC to raise funds on favourable terms for future acquisitions, developments and refinancing could adversely affect CHC and/or its managed funds. In addition CHC has exposure to capital market risks for those assets that are stock market listed securities.

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Charter Hall Group 35 Strategic Investment & Equity Raising NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

CHARTER HALL RETAIL ENTITLEMENT OFFER 47

Key Investment Risks

 General Risks affecting CHC (continued)

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– ASX Market Volatility : The ASX price of CHC securities will fluctuate due to various factors including general movements in interest rates, the
Australian and international investment markets, international economic conditions, global geo-political events and hostilities, investor
perceptions and other factors that may affect CHC’s financial performance and position. More particularly, the continuing adverse consequences
of the current economic and financial crisis may further depress the market price of CHC’s securities and assets.
– Human Resources : The loss of key management personnel who have particular expertise in property development, marketing or property
investment may influence CHC’s future earnings.
– Unemployment: Current economic conditions due to the global financial crisis mean there is a risk of unemployment levels rising over the
coming months. If so, this could impose financial stresses on households, which could impact demand for residential dwellings and retail sales.
– Competition : CHC faces competition in the markets in which it operates. Competition may lead to an oversupply through overdevelopment, or
to prices for existing properties or services being impacted by competing bids.
Charter Hall Group
36
Strategic Investment & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Key Investment Risks
 Regulatory Issues and Changes in Law
– Changes in Law : CHC is subject to the usual business risk that there may be changes in laws or government legislation, regulation and policy
that reduce income or increase costs. This may adversely affect the future earnings, asset values and the market value of CHC securities
quoted on ASX.
– Taxation Implications : Future changes in taxation laws, including changes in interpretation or application of those laws by the course or
taxation authorities, may affect taxation treatment of an investment in CHC’s securities, or the holdings and disposal of those securities. Tax
considerations may differ between security holders, therefore, prospective investors are encouraged to seek professional tax advice in
connection with any investment in securities.
– Further, changes in tax law, or changes in the way tax law is, or is expected to be, interpreted in the various jurisdictions in which CHC operates,
may impact the future tax liabilities of CHC. Those laws may also adversely affect the taxation treatment of entities in CHC and that may in turn
adversely affect the value of CHC’s securities or distributions on those securities.
– As CHC consists of two entities, a trust and a company, in a stapled arrangement, any changes in the tax laws specifically affecting staples, or
changes to the administration of current laws which affect stapled arrangements or the characterisation of transactions between stapled entities,
could adversely affect security holders’ interests.
Charter Hall Group
37
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CHARTER HALL RETAIL ENTITLEMENT OFFER

Key Investment Risks

 Specific Risks

Investments In Managed Funds : CHC manages a number of funds on behalf of third party investors. These funds typically invest in propertyrelated assets and use debt to partially fund their investments. Many of the debt facilities within the funds have covenants related to the level of gearing and interest coverage to either asset or portfolios in the fund. To the extent that property values or income levels in a particular fund fall, there is a risk that the fund may breach a relevant covenant. CHC has exposure to its funds via co-investments it has made in the funds and loans it has made to the funds. To the extent that a fund breaches a covenant, there is a risk that the value of CHC’s exposure to that particular fund also falls. There are no cross default provisions across CHC’s managed funds, or as between CHC and its managed funds.

– Gearing : The use of leverage may enhance returns and increase the number of assets that can be acquired, but it may also substantially increase the risk of loss. Use of leverage may adversely affect CHC when economic factors such as rising interest rates and/or margins, severe economic downturns, availability of credit or further deterioration in the condition of debt and equity markets occur. If an investment is unable to generate sufficient cash flow to meet the principal and interest payments on its indebtedness, the value of CHC’s equity component could be significantly reduced or even eliminated. Following the transaction, it is CHC’s intention to maintain a low level of gearing on balance sheet, with a significant majority CHC’s exposure to debt residing at the property level within each managed fund, where it is non-recourse to investors including CHC.

– Debt Refinancing and Renewals : If the current illiquidity in global credit markets continues into the medium term, it is possible that the funds may encounter some difficulty refinancing some or all of these debt facilities. If this were to occur, this may necessitate asset sales. – Equity commitments resulting from CHC’s co-investment in its managed funds : As at the date of this Offer, CHC has future commitments of approximately $73 million relating to deferred equity investments in CHOF 4, CHOF 5 and CPIF, which will need to be funded in the event the equity is called. equity is called. Also included in this amount is CHC’s commitment of up to $15 million for a cornerstone investment in the CHCmanaged Special Situations Fund. In addition, if any of its managed funds seek to raise equity to increase their headroom to banking covenants, CHC will have the right but no obligation to subscribe for its pro-rata share of the equity raising (which varies depending on the fund).

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38
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Key Investment Risks

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 Specific Risks (continued)
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– Illiquid Property Markets : Property assets are by their nature illiquid investments. This may make it difficult to sell assets of CHC’s in the short
term in response to changes in economic or other conditions.
– Change In Value Of Properties : The value of properties and co-investments owned by CHC may fluctuate from time to time due to market and
other conditions. CHC’s policy is to undertake external revaluations of all of the investment properties, both directly held and within its managed
funds, on an annual basis, with approximately one quarter of the portfolio valued at the end of each quarter (March, June, September and
December). Any fluctuation in the value of the properties as a result of changes in the property market will affect CHC’s gross asset value, its
level of gearing, its net tangible asset backing per stapled security and its LVR position versus covenants within the managed funds. In addition,
the change in value will be recorded in the profit and loss statement as an unrealised gain or loss, and while it does not impact on CHC’s
underlying earnings or distributions, it does impact on CHC’s net profit after tax. In general, valuations represent only the analysis and opinion of
qualified experts at a certain date – they are not guarantees of present or future values. The valuation of a property may be materially higher
than the amount that can be obtained from the sale of a property in certain circumstances, such as under a distress or liquidation sale.
– Property Related Risks : An investment in CHC is largely an investment in real estate and therefore may be adversely affected by changes to
the underlying property, including: tenancy default or failure or delays in letting up premises and falls in rental and occupancy levels; capital
expenditure requirements and increasing costs of plant equipment and labour and development and refurbishment risk; unforseen structural
deterioration or failure; unforseen litigation with tenants; claims under legislation relating to indigenous occupants of land; native title claims;
claims under environmental legislation; and changes in local, state and territory and federal legislation and regulations, particularly relating to
planning.
– Unforeseen Environmental Issues : Unforeseen environmental issues may affect any of CHC’s properties or property interests. These
liabilities may be imposed irrespective of whether or not CHC is responsible for the circumstances to which they relate. CHC may also be
required to remediate sites affected by environmental liabilities. The cost of remediation of sites could be substantial. In addition, if CHC is not
able to remediate a site properly, this may adversely affect its ability to sell the relevant property or to use it as collateral for borrowings. Material
expenditure may also be required to comply with new or more stringent environmental laws or regulations introduced in the future.
Charter Hall Group
39
Strategic Investment & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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CHARTER HALL RETAIL ENTITLEMENT OFFER 49

Key Investment Risks

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 Specific Risks (continued)
– Fixed Nature of Costs : Many costs associated with property assets are fixed in nature. The value of assets may be adversely affected if the
income from the asset declines while these fixed costs remain unchanged.
– Capital expenditure : The risk of unforeseen capital expenditure requirements may impact returns to investors.
– Reliance on third party equity and funds : As a fund manager, earnings (both current and future) of CHC include fees from the establishment
and management of wholesale and other unlisted funds. The ability of CHC to continue to derive such income is dependent on the ability of CHC
Limited to continue to source and maintain equity from new and existing institutional investors and high net worth individuals for current and
future funds.
– Financial forecasts : The risk that any of the assumptions used in preparing the financial forecasts pertaining to this investor presentation may
not be achieved, such that the forecast distributions cannot be achieved.
– Pipeline of Development Opportunities: The development activities of CHC and the ability of CHC to secure suitable opportunities for
operations is dependent on the supply of appropriate property opportunities. A lack of supply of suitable opportunities or investor capital may
affect the performance and growth of CHC Limited’s Funds Management Division and Development Division.
– Insurance Risk : CHC and its managed funds maintain insurance coverage in respect of their properties and business. Some risks are not able
to be insured at acceptable prices. Insurance coverage may not be sufficient and if there is an event causing loss it may be that not all losses
will be recoverable.
– Litigation And Disputes : Legal and other disputes (including industrial disputes) may arise from time to time in the ordinary course of
operations. Any such dispute may impact on earnings or affect the value of CHC’s assets.
Charter Hall Group
40
Strategic Investment & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Appendix C
Foreign Selling Restrictions
Sydney Wharf, Pyrmont NSW
(Owned by PDP3) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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CHARTER HALL RETAIL ENTITLEMENT OFFER

Jurisdictions

 United Kingdom

– This document is only intended for distribution on a confidential basis to persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as Relevant Persons). Any investment or investment activity described in this document is available only to Relevant Persons and will be engaged in only with the Relevant Persons. The transmission of this document to any person in the UK other than a Relevant Person is unauthorised and may contravene the Financial Services and Markets Act 2000 (the FSMA). Neither this document nor any accompanying letter or other document has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the FSMA) has been published or is intended to be published in respect of the Securities. Accordingly, the Securities may not be offered or sold in the United Kingdom, except to persons which are qualified investors within the meaning of section 86(7) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor should its contents be disclosed by recipients to any other person. The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

 United States

– This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall form the basis of any contract or commitment. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any “U.S. person” (as defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)) (“U.S. Person”). This document may not be distributed or released in the United States or to, or for the account or benefit of, any U.S. Person.

– The securities in the proposed offering have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities in the proposed offering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.

By accepting this presentation you agree to be bound by the foregoing limitations.

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Charter Hall Group 42 Strategic Investment & Equity Raising

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Jurisdictions

 Singapore

This document and any other materials in connection with the Entitlement Offer relating to Singapore have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of Securities may not be circulated or distributed, nor may Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than as described below and/or otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act, Chapter 289 of Singapore (the SFA). This document does not constitute an advertisement of Securities in Singapore.

This document has been given to you on the basis that you fall within one of the categories of investors described below. In the event that you are not an investor falling within one the categories set out below, please return this document to CHC immediately. Please do not forward or circulate this document to any other person. The categories of investors are:

(i) Existing holders of the Securities
This Offer is made to existing holders of New Securities under the exemptions in Sections 273(1)(cd)(i) and 282X(3)(e)(i), collectively, of the SFA.
(ii) Institutional and other relevant investors
A separate offer is being made to institutional investors under Section 274 (in relation to the shares component of the Securities) and Section 282Y (in relation to the trust component of the Securities) of the SFA; and to relevant persons pursuant to Section 275 (in relation to the shares component of the Securities) and Section 282Z (in relation to the trust component of the Securities) of the SFA, in accordance with the conditions specified therein.

It should be noted that there are on-sale restrictions (set out in, among others, Sections 276 and 282ZA of the SFA) applicable to all investors who acquire securities pursuant to these exemptions. All such investors are advised to acquaint themselves with such provisions and comply with them accordingly. The offer is not made to you with a view to the Securities being subsequently offered for sale to any other party. In the event of any doubt as to your legal rights and obligations, please obtain appropriate professional advice.

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Charter Hall Group 43 Strategic Investment & Equity Raising NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

CHARTER HALL RETAIL ENTITLEMENT OFFER 51

Jurisdictions

 Hong Kong The contents of this document have not been reviewed or approved by any regulatory authority in Hong Kong. In particular, this document has not been, and will not be, registered as a 'prospectus‘ in Hong Kong under the Companies Ordinance (Cap 32) (the CO) nor has it been authorised by the Securities and Futures Commission (the SFC) in Hong Kong pursuant to the Securities and Futures Ordinance (Cap 571) of the Laws of Hong Kong (the SFO). Recipients are advised to exercise caution in relation to any offer of Securities by CHC. If recipients are in any doubt about any of the contents of this document, they should obtain independent professional advice. This document does not constitute an offer or invitation to the public in Hong Kong to acquire any Securities nor an advertisement of Securities in Hong Kong. This document must not be issued, circulated or distributed in Hong Kong other than: • (a) to 'professional investors' within the meaning of SFO and any rules made under that ordinance (Professional Investors); or • (b) in other circumstances which do not result in this information being a 'prospectus' as defined in the CO nor constitute an offer to the public which requires authorisation by the SFC under the SFO. Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the content of which is likely to be accessed or read by, the public of Hong Kong other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to Professional Investors. Any offer of the Securities will be personal to the person to whom relevant offer documents are delivered by or on behalf of CHC, and a subscription for the Securities will only be accepted from such person. No person who has received a copy of this document may issue, circulate or distribute this document in Hong Kong or make or give a copy of this document to any other person. No person allotted Securities may sell, or offer to sell, such Securities to the public in Hong Kong within six months following the date of issue of such Securities.

 Canada The new Securities may not be offered or sold, and this investor presentation may only be distributed, directly or indirectly, in any province or territory of Canada or to or for the benefit of any resident of any province or territory of Canada, except pursuant to an exemption from the requirement to file a prospectus in the province or territory in which such offer or sale is made, and only by a dealer duly registered under the applicable securities laws of that province or territory in circumstances where no exemption from the applicable registered dealer requirements is available. All Canadian investors will be required to represent that they are "accredited investors" as defined in National Instrument 45-106 Prospectus and Registration Exemptions. Charter Hall Group 44 Strategic Investment & Equity Raising NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Jurisdictions

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 European Economic Area
This document has not been approved by the competent authority in a member state of the European Economic Area (a Member State) or, where appropriate,
approved in another Member State and notified to the competent authority of any other Member State in accordance with the Prospectus Directive. In relation to
each member state of the European Economic Area, which has implemented the Prospectus Directive (each a Relevant Member State), with effect from and
including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) no offer of the Securities
and Entitlements to the public in that Relevant Member State has or will, except that, with effect from and including the Relevant Implementation Date, an offer of
Securities and Entitlements may be made to the public in that Relevant Member State:
• following the date of publication of a prospectus in relation to the Securities and Entitlements, which has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant
Member State in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms,
as applicable;
• at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate
purpose is solely to invest in securities;
• at any time to any legal entity that has two or more of: (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of
more than EUR 43,000,000 and (iii) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or consolidated accounts;
• at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
• in any other circumstances falling within Article 3(2) of the Prospective Directive, provided that no such offer of Securities and Entitlements referred to in
(b) to (e) above shall require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an 'offer of Securities and Entitlements to the public' in relation to any Securities and Entitlements in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities and
Entitlements to be offered so as to enable an investor to decide to purchase or subscribe for the Securities and Entitlements, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression 'Prospectus Directive' means
Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
Each subscriber for or purchaser of Securities and Entitlements in the offering located within a Relevant Member State will be deemed to have represented,
acknowledged and agreed that it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive (Qualified Investor). In the case of any
Securities and Entitlements being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will
also be deemed to have represented, warranted to and agreed with the Underwriter and the Issuer that: (i) the Securities and Entitlements acquired by it have not
been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified
Investors, or in circumstances in which the prior consent of the Underwriter has been obtained to each such proposed offer or resale; or (ii) where Securities and
Entitlements have been acquired by it or on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Securities and
Entitlements to it is not treated under the Prospectus Directive as having been made to such persons. The Issuer and the Underwriter, each of their respective
affiliates and others will rely upon the truth and accuracy of the foregoing representation, warranty and agreement. Notwithstanding the above, a person who is
not a Qualified Investor and who has notified the Issuer and the Underwriter of that fact in writing may, with the consent of the Issuer and the Underwriter, be
permitted to subscribe for or purchase Securities and Entitlements.
Charter Hall Group
45
Strategic Investment & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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CHARTER HALL RETAIL ENTITLEMENT OFFER

Jurisdictions

 Switzerland

Neither the Securities nor the Entitlements may be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither this document nor any other offering or marketing material relating to the Securities or the Entitlements constitutes a prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations or the Swiss Federal Act on Collective Investment Schemes (the CISA), and neither this document nor any other offering or marketing material relating to the Securities and the Entitlements may be publicly distributed or otherwise made publicly available in Switzerland. The Securities and the Entitlements may only be offered, sold or advertised, and this presentation as well as any other offering or marketing material relating to Charter Hall Limited (CHL), CHL Shares, Charter Hall Property Trust (Trust), Trust Units, Securities or Entitlements may only be distributed by way of private placement to qualified investors within the meaning of article 10 para 3 and 4 of the CISA and article 6 of the Ordinance on Collective Investment Schemes. The Trust is not authorised by or registered with the Swiss Financial Market Supervisory Authority FINMA (the FINMA ) under the CISA. Therefore, investors do not benefit from protection under the CISA or supervision by FINMA.

 New Zealand

The offer of Securities is restricted in New Zealand to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money or who otherwise pay a minimum subscription price of at least NZ$500,000 for Securities under this offer. This offering document does not constitute and should not be construed as an offer, invitation, proposal or recommendation to apply for Securities by persons in New Zealand who do not meet the above criteria. Applications or any requests for information from persons in New Zealand who do not meet the above criteria will not be accepted.

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Charter Hall Group Strategic Investment & Equity Raising

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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Appendix D
Stock Lending and Other Transactions
Bunnings Portfolio
(Owned by CPRF) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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CHARTER HALL RETAIL ENTITLEMENT OFFER 53

Stock lending

Eligible security holders will be entitled to apply under the entitlement offer for a certain number of new securities held as at 7:00pm (AEST) on 1 June 2009 (Record Date). Notwithstanding the Record Date for the entitlement offer, CHC will be granted a waiver by ASX so that, in determining entitlements for the entitlement offer, CHC may ignore changes in security holdings that occur after the announcement of the trading halt in Securities for the entitlement offer (other than registrations of transactions that were effected through ITS before that announcement)
Accordingly, a person who is a registered security holder of CHC at 7.00pm (AEST) on the Record Date for the entitlement offer as a result of a dealing after the announcement of the trading halt in Securities for the entitlement offer (other than the registration of a transaction effected through ITS before that announcement) may not be entitled to receive an entitlement under the entitlement offer
In the event that a security holder has existing Securities out on loan at the Record Date, the borrower will be regarded as the security holder for the purposes of determining the entitlement (provided that those borrowed Securities have not been on-sold)

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Charter Hall Group 48 Strategic Investment & Equity Raising NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

54 CHARTER HALL RETAIL ENTITLEMENT OFFER

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56 CHARTER HALL RETAIL ENTITLEMENT OFFER

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charterhall.com.au

AI assistant

CHARTER HALL GROUP — Capital/Financing Update 2009

64645_rns_2009-06-02_2263ba98-60ea-43d4-9e67-51dff16c59ed.pdf

CHARTER HALL GROUP RETAIL ENTITLEMENT OFFER

NATHAN FRANCIS Deputy CFO & Company Secretary

Retail Entitlement Offer

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Contents

Letter from the Chair

Charter Hall Group capital raising – Retail Entitlement Offer

Key Dates

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

1. The Retail Entitlement Offer

2. Please read the Offer Documents and other available information

3. Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

4. Complete the accompanying Entitlement and Acceptance Form

Nominees

5. Acceptance of the Offer – Early Acceptance Date

6. Acceptance of the Offer – Before Retail Offer Close

For payment by cheque, bank draft or money order

For payment by BPAY[®] :

7. Broker stamping fees

8. Allocation policy

9. Enquiries

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

◆ Information availability

◆ Foreign jurisdictions

◆

Past performance

◆

Governing law

◆ Future performance

◆ Financial Data

Institutional Entitlement Offer and part of Retail Entitlement Offer

Gandel part underwriting of Retail Entitlement Offer

Declarations

Appendix A: Strategic Investment & Equity Raising Presentation

Appendix A Financial Detail

Appendix A1 - CHC Balance Sheet

Appendix A2 - Debt Facility Summary

Appendix A3 - CHC Investment Portfolio

Key Investment Risks

Key Investment Risks

 General Risks affecting CHC (continued)

Key Investment Risks

 Specific Risks

Key Investment Risks

Key Investment Risks

Jurisdictions

 United Kingdom

 United States

Jurisdictions

 Singapore

Jurisdictions

Jurisdictions

Jurisdictions

 Switzerland

 New Zealand

Stock lending

More from CHARTER HALL GROUP

CHARTER HALL GROUP Capital/Financing Update 2009