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CHARTER HALL GROUP Capital/Financing Update 2010

Jun 17, 2010

64645_rns_2010-06-17_8624cc48-0b18-461f-b0fa-c7bab12f63d5.pdf

Capital/Financing Update

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

18 June 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).

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.

As announced yesterday, following Charter Hall Group’s Extraordinary General Meeting, these securities have been issued to certain former Macquarie Bank staff now employed by Charter Hall Group, following its recent acquisition of the majority of Macquarie Group's core real estate management platform.

Stapled securities on issue

Per the attached Appendix 3B there are 1,212,723,832 stapled securities on issue, which includes Executive Loan Security Plan[1] (ELSP) securities. Excluding ELSP securities, the number of stapled securities on issue is 1,162,380,235 which is the number of securities used for EPS, DPS and NTA purposes, in accordance with AASB2 Share Based Payments .

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

Yours faithfully

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

Nathan Francis Deputy CFO & Company Secretary


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 – to staff
(b) Performance Rights – to staff
(a) 6,446,500
(b) 2,578,500
(a) Exercise Price $0.70, Vesting dates
1 July 2012 and 1 July 2013, Expiry Date 18 June 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.
  • 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
existing+class of quoted+securities?
If the additional securities do not rank
equally, please state:
 the date from which they do
 the extent to which they participate for
the next dividend, (in the case of a
trust, distribution) or interest payment
 the extent to which they do not rank
equally, other than in relation to the
next dividend, distribution or interest
payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify those
assets)
7
Dates
of
entering
+securities
into
uncertificated holdings or despatch of
certificates
8
Number and+class of all+securities
quoted on ASX (_including_the securities
in clause 2 if applicable)
(a) N/A
(b) N/A
(a) N/A
(b) N/A
(a) Nil
(b) Nil
Issued under the Charter Hall Performance Rights
and Options Plan (PROP)
18 June 2010
Number +Class
1,212,723,832 CHCStapled Securities
  • 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
1,628,789
16,352,050
5,988,125
6,249,000
6,446,500
2,578,500
CHCAI - Performance
Rights
CHCAK - Options
CHCAO - Options
CHCAM- Performance
Rights
Options
Performance 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?
17
Policy for deciding entitlements
in relation to fractions
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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
entitlements_in full_through a broker?
31
How do+security holders sell_part_of their
entitlements through a broker and accept
for the balance?
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose 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 ]

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

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

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

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

  • 2 We warrant the following to ASX.

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

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

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

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

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

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

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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

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

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

Sign here: ...... ........................................ Date: 18 June 2010

Print name: Mr Nathan Francis Company Secretary

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003