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CHARTER HALL GROUP Capital/Financing Update 2010

Sep 5, 2010

64645_rns_2010-09-05_6a4386e6-4cb9-4cb2-a7b6-88a1691a8f2c.pdf

Capital/Financing Update

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==> picture [157 x 87] intentionally omitted <==

6 September 2010

Luxmy Wigneswaran Advisor, Issuers (Sydney) ASX Limited 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 Ms Wigneswaran

APPENDIX 3B

The attached Appendix 3B relates to the issue of securities under the Charter Hall Group (ASX: CHC) Performance Rights and Options Plan (PROP) for FY11.

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

Charter Hall Group’s three Executive Directors have been offered securities under the current offer, however their securities are excluded from the attached Appendix 3B as their issue is subject to securityholder approval at the Annual General Meeting, to be held 10 November 2010.

Stapled securities on issue

Per the attached Appendix 3B there are 1,225,365,088 stapled securities on issue, which includes Executive Loan Security Plan[1] (ELSP) securities. Excluding ELSP securities, the number of stapled securities on issue is 1,175,021,491 which is the number of securities that is used for EPS, DPS and NTA purposes. ELSP securities are not recognised for accounting purposes in accordance with AASB2 Share Based Payment .

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

Yours faithfully

==> picture [64 x 42] intentionally omitted <==

Nathan Francis Company Secretary

Footnote 1:

Charter Hall Group has two long term incentive plans, the PROP and the ELSP. There are currently 50,343,597 ELSP securities on issue.

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

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

ABN

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

We (the entity) give ASX the following information.

Part 1 - All issues

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

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities (eg,
if options, exercise price and expiry
date; if partly paid+securities, the
amount outstanding and due dates
for
payment;
if
+convertible
securities, the conversion price and
dates for conversion)
(a) Options
(b) Performance Rights
(c) Service Rights
(a) 8,142,425
(b) 3,255,769
(c) 1,265,438
(a) Exercise Price $0.61, Vesting dates
1 July 2012 and 1 July 2013, Expiry Date 6 September
2015. Issued subject to service and performance
conditions.
(b) Exercise Price $nil, Vesting date
1 July 2012 and 1 July 2013, Expiry Date 1 July 2013.
Issued subject to service and performance conditions.
(c) Exercise Price $nil, Vesting date
1 July 2012 and 1 July 2013, Expiry Date 1 July 2013.
Issued subject to service conditions
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

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

5 Issue price or consideration (a) Nil (b) Nil (c) Nil 6 Purpose of the issue (If issued as consideration for the Issued under the Charter Hall Performance Rights acquisition of assets, clearly identify those and Options Plan (PROP) assets)

  • 7 Dates of entering +securities into uncertificated holdings or despatch of 6 September 2010 certificates Number +Class

  • 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities 1,225,365,088 CHC Stapled Securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
1,554,122
15,358,200
5,988,125
5,971,000
6,446,500
2,578,500
8,142,425
3,255,769
1,265,438
CHCAI - Performance
Rights
CHCAK - Options
CHCAO - Options
CHCAM-
Performance Rights
CHCAQ - Options
CHCAS - Performance
Rights
Options
Performance Rights
Service Rights
N/A

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will
be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will
holdings
on
different
registers
(or subregisters) be
aggregated
for
calculating
entitlements?
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

17
Policy for deciding entitlements
in relation to fractions
N/A
18
Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
N/A
19
Closing
date
for
receipt
of
acceptances or renunciations
N/A
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the broker
to the issue
24
Amount of any handling fee payable to
brokers
who
lodge
acceptances
or
renunciations on behalf of
+security
holders
25
If the issue is contingent on+security
holders’ approval, the date of the meeting
26
Date entitlement and acceptance form and
prospectus
or
Product
Disclosure
Statement will be sent to persons entitled
27
If the entity has issued options, and the
terms entitle option holders to participate
on exercise, the date on which notices will
be sent to option holders
28
Date
rights
trading
will
begin
(if
applicable)
29
Date rights trading will end (if applicable)
30
How do
+security holders sell their
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

entitlements in full through a broker?

  • 31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?

N/A

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

N/A

  • 33 +Despatch date

N/A

Part 3 - Quotation of securities

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

  • 34 Type of securities ( tick one )

  • (a) Securities described in Part 1

  • (b)[All other securities ]

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

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

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

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

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

  • 2 We warrant the following to ASX.

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

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

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

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

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

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

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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

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

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

Sign here: ...... ........................................ Date: 6 September 2010

Print name: Mr Nathan Francis Company Secretary

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003