CHARTER HALL GROUP

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2 for 5 Retail Entitlement Offer of Charter Hall Group Stapled Securities (New Securities) to raise approximately A$195 million at the Offer Price of A$0.65 per New Security

The Retail Entitlement Offer closes on 5 March 2010

Retail Entitlement Offer

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 Charter 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).

Financial Adviser, Joint Lead Manager and Underwriter: Goldman Sachs JBWere Limited Joint Lead Manager and Underwriter: Macquarie Capital Advisers Limited

1	Chairman’s letter	2
2	Key dates	4
3	How to apply	5
4	Important information	12
5	ASX offer documents	17
	Offer launch announcement	18
	Investor Presentation	24
	Institutional Entitlement Offer completion announcement	60
6	Investigating Accountant’s Report	61
7	Additional information	70
8	Glossary	73
9	Directory	IBC

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Retail Entitlement Offer

Chairman’s letter

12 February 2010

Dear Securityholder,

Not for distribution or release in the United States or to U.S. Persons.

Charter Hall Group’s strategic Acquisition and Equity Raising

On behalf of the Charter Hall Group (Charter Hall), it gives me great pleasure to confirm that Charter Hall has agreed to acquire the majority of Macquarie Group Limited’s (Macquarie) core real estate management platform (the Platform). The transaction involves Charter Hall acquiring the management business associated with two listed and three unlisted real estate funds for $108 million and the majority of Macquarie’s holding in three of these funds for $189 million (the Acquisition).

The Acquisition is an important step for Charter Hall and will position Charter Hall as one of Australia’s largest specialist real estate fund managers with exposure to listed, wholesale and unlisted retail equity sources. The Platform complements Charter Hall’s existing operations, delivering a vertically integrated business which is well resourced with up to 155 executives who will continue to provide management services across the full spectrum of real estate investment and development activities.

The Acquisition is expected to deliver immediate financial benefits and substantial strategic benefits to Charter Hall and its Securityholders:

Charter Hall’s scale of operations will increase significantly, with its assets under management increasing to over $10 billion;
the Acquisition will further diversify Charter Hall’s equity and income sources – providing access to listed equity and significantly increased exposure to core funds;
high quality, well resourced platform will enhance Charter Hall’s existing expertise and ensure continuity of management; and
Securityholders are forecast to benefit from FY2011 underlying EPS accretion of 18%.

In connection with the Acquisition, I am pleased to invite Eligible Retail Securityholders to participate in a 2 for 5 accelerated non-renounceable entitlement offer of Charter Hall New Securities at the Offer Price of $0.65 per New Security (the Retail Entitlement Offer). This invitation is part of a broader Equity Raising announced on 12 February 2010, which is comprised of:

a fully underwritten, $195 million Entitlement Offer at $0.65 per New Security comprising:
a Retail Entitlement Offer of approximately $59 million; and
an Institutional Entitlement Offer of approximately $137 million;
a fully underwritten Institutional Placement of approximately $25 million to existing Institutional Securityholders at $0.70 per New Security; and
an $85 million placement to Macquarie at $0.70 per New Security as partial consideration for the sale of the Platform.

Acquisition overview

Charter Hall has agreed to purchase a platform that provides fund and property management services to the following two listed and three unlisted real estate funds:

Macquarie Office Trust (MOF);
Macquarie Countrywide Trust (MCW);
Macquarie Direct Property Fund (MDPF);
Macquarie Martin Place Trust (MMPT); and
Macquarie Property Income Fund (MPIF).

The total consideration for the management business is $108 million, representing a 7.7x FY2011 EBIT multiple. In addition, there is a $15 million deferred consideration payment that is subject to an earn-out.

Charter Hall has also agreed to acquire co-investment holdings in three real estate funds (7.5% in MOF and MCW, and 3.5% in MDPF) for a total consideration of $189 million. The purchase price of the co-investments is approximately at market price, representing a 23% discount to NTA as at 31 December 2009. Charter Hall has an indefinite first right of refusal over Macquarie’s remaining units representing 6% in MOF and 4% in MCW.

Entitlement Offer

This invitation relates to the Retail Entitlement Offer to raise approximately $59 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 with this Offer Booklet the following important information:

the ASX announcement in relation to the Acquisition and Equity Raising;
an Investor Presentation that was released to the Australian Securities Exchange (ASX) on Friday, 12 February 2010, which provides further information on the Acquisition and the Equity Raising;
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 on the Retail Entitlement Offer; and
an Entitlement and Acceptance Form which details your Entitlement,

(together the Offer Documents).

The Offer Documents are important documents and require your immediate attention. Each of the Offer Documents should be read in its entirety and specific consideration should be given to the “Summary of key risks” outlined in the “Important information” section of the Offer Booklet and the “Key risks” in Appendix E of the enclosed Investor Presentation.

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 (AEDT) on Friday, 5 March 2010, otherwise your Entitlement under the Retail Entitlement Offer will lapse. Eligible Retail Securityholders are able to apply for Additional New Securities in addition to their Entitlement. Please refer to the “How to apply” section of the Offer Booklet for further information.

New Securities will be offered on a fully paid basis, will rank equally with Existing Securities.

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 (from within Australia) or +61 2 8280 7787 (from outside Australia) between 8.00am and 7.30pm (AEDT) Monday to Friday during the Retail Entitlement Offer period or visit our website at www.charterhall.com.au.

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

Important information

This Offer 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 any “U.S. Person” (as defined in Regulation S under the U.S. Securities Act ). Neither this Offer 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 Equity Raising have been, or will be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. In addition, none of Charter Hall Limited, Charter Hall Funds Management Limited, Charter Hall Property Trust or Charter Hall Group has been, or will be, registered under the U.S. Investment Company Act , as amended, in reliance on an exception provided by section 3(c)(7) thereof. Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons unless they are registered under the U.S. Securities Act or unless they are offered or sold in transactions exempt from, or not subject to, such registration. Accordingly, the securities to which this Offer Booklet and the Entitlement and Acceptance Form relate may only be offered and sold outside the United States to persons who 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 under the U.S. Securities Act ) in compliance with Regulation S and the laws of the jurisdiction in which such securities are offered and sold. Such securities may not be deposited in any unrestricted American Depository Receipt facility with respect to the securities of Charter Hall Group that may be established until 40 days following the completion of the Equity Raising.

Retail Entitlement Offer

Key dates

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Event Date and time
Announcement of the Equity Raising 12 February 2010
Record Date for the Entitlement Offer 7.00pm (AEDT), 16 February 2010
Retail Entitlement Offer opens 18 February 2010
Last date for receipt of applications for 5.00pm (AEDT), 25 February 2010
early settlement of the Retail Entitlement
Offer (Early Retail Close Date), only BPAY [®]
applications will be accepted by this date
Settlement of the Institutional Offer applications 26 February 2010
and Retail Entitlement Offer applications received
by the Early Retail Close Date
Allotment and normal trading expected to 1 March 2010
commence on the ASX of New Securities under
the Institutional Entitlement Offer and under the
Retail Entitlement Offer for applications received
by the Early Retail Close Date (Initial Allotment)
Retail Entitlement Offer closes 5.00pm (AEDT), 5 March 2010
(Final Retail Close Date)
Settlement of all remaining New Securities under 15 March 2010
the Retail Entitlement Offer, including Additional
New Securities
Allotment of all remaining New Securities, 16 March 2010
including Additional New Securities under
the Retail Entitlement Offer (Final Allotment)
Normal trading of New Securities issued under 17 March 2010
the Final Allotment expected to commence on
the ASX
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Note: Dates and times are indicative only and subject to change. All times and dates refer to Australian Eastern Daylight Time (AEDT) time unless otherwise stated.

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.

How to apply

~~3~~ Allianz Centre, 2 Market Street, Sydney, NSW, Australia

Retail Entitlement Offer

How to apply

Please read the Offer Booklet and other available information

The Retail Entitlement Offer

Not for distribution or release in the Eligible Retail Securityholders are being offered the United States or opportunity to subscribe for 2 New Securities for to U.S. Persons. every 5 existing Charter Hall Stapled Securities they held at 7.00pm (AEDT) on Tuesday, 16 February 2010 at the Offer Price of $0.65 per New Security.

Eligible Retail Securityholders may also apply for Additional New Securities in excess of their Entitlement (being the Entitlements not taken up by other Eligible Retail Securityholders). Additional New Securities will only be allocated to Eligible Retail Securityholders if and to the extent that Charter Hall and the Joint Lead Managers in their absolute discretion so determine, having regard to offsetting the dilutionary impact of the Institutional Placement and the Macquarie Placement.

The Entitlement Offer is not being made under a product disclosure statement 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 a product disclosure statement. It does not contain all of the information which may be required for a product disclosure statement and prospectus.

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 New Securities. In particular, please read this Offer Booklet in its entirety and refer to Charter Hall’s interim and annual reports and other announcements made available at www.charterhall.com.au or www.asx.com.au.

New Securities issued pursuant to the Retail Entitlement Offer will be fully paid and rank equally with existing Charter Hall Stapled Securities on issue.

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 “Summary of key risks” outlined in the “Important information” section of the Offer Booklet and the “Key risks” in Appendix E of the enclosed Investor Presentation.

Complete the accompanying Entitlement and Acce tance Form p

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 New 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 the Early Retail Close Date, being 5.00pm (AEDT) on 25 February 2010, you will be allotted your New Securities on 1 March 2010. If you accept and pay for all or part of your Entitlement after this date, but before the Final Retail Close of 5.00pm (AEDT) on 5 March 2010, you will be allotted your New Securities on 16 March 2010.

If you apply for Additional New Securities beyond your Entitlement, subject to Charter Hall and the Joint Lead Managers’ discretion to scale back your allocation of Additional New Securities, you will be issued the Additional New Securities on 16 March 2010. Additional New 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, may treat you as applying for as many Additional New Securities as your excess amount will pay for in full, subject to any scale-back.

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.

Retail Entitlement Offer

How to apply continued

Acceptance of the Offer – Earl Retail Close Date y

Nominees

The Retail Entitlement Offer is being made to all Eligible Retail Securityholders. 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 U.S. or any person who is, or is acting for the account or benefit of, a “U.S. Person” (as defined in Regulation S under the U.S. Securities Act , as amended) 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 U.S. or to any person who is, or is acting for the account or benefit of, a U.S. Person. Charter Hall is not able to advise on foreign laws.

To be allotted New Securities by 1 March 2010, you must pay via BPAY[®] by the Early Retail Close Date of 5.00pm (AEDT) on 25 February 2010.

Please note that if you are paying via BPAY[®] you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on the Entitlement and Acceptance Form and on page 11 of this Offer Booklet. Please follow the instructions via the link at www.charterhall.com.au or on the Entitlement and Acceptance Form (which includes the Biller Code and your unique customer reference number). If you elect to make a payment using BPAY[® ] you must contact your bank or financial institution to make the payment. For more information on paying via BPAY[®] , go to www.bpay.com.au.

Your BPAY[®] payment must be:

in respect of the full Application Monies (being $0.65 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 New Securities in excess of your Entitlement, also for the value of the Additional New Securities you apply for (being $0.65 multiplied by the number of Additional New Securities you wish to apply for).

Acceptance of the Offer – Final Retail Close Date

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 Application Monies, payable to the “Charter Hall Group Application Account”, should accompany your Entitlement and Acceptance Form. Your cheque or money order must be made in Australian currency and:

for a personal or bank cheque, must be drawn on an Australian branch of a financial institution;
for a bank draft, must be drawn on a New Zealand bank or financial institution or a New Zealand branch of an Australian bank;
in respect of the full Application Monies (being $0.65 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 New Securities in excess of your Entitlement, also for the value of the Additional New Securities you apply for (being $0.65 multiplied by the number of Additional New Securities you wish to apply for).

If you have applied for Additional New Securities, any surplus Application 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 (AEDT) on 5 March 2010. 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 Application Monies, to the relevant address set out below.

Mail to:

Charter Hall Group C/– Link Market Services Limited GPO Box 3560 Sydney NSW 2001

Hand deliver to:

(Please do not use this address for mailing purposes) Charter Hall Group C/– Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000

For BPAY[®] payment

To accept the Retail Entitlement Offer via BPAY[®] , please follow the instructions via the link at www.charterhall.com.au or on the Entitlement and Acceptance Form (which includes the Biller Code and your unique customer reference number). If you elect to make a payment using BPAY[® ] you must contact your bank or financial institution to make this payment. For more information on paying by BPAY[® ] go to www.bpay.com.au.

Your BPAY[®] payment must be:

in respect of the full Application Monies (being $0.65 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 New Securities in excess of your Entitlement, also for the value of the Additional New Securities you apply for (being $0.65 multiplied by the number of Additional New Securities you wish to apply for).

If you have applied for Additional New Securities, any surplus Application Monies received for more than your Final Allotment will be refunded (without interest).

It is important to note that the Retail Entitlement Offer closes at 5.00pm (AEDT) on 5 March 2010. 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.

Retail Entitlement Offer

How to apply continued

Allocation olic p y

All Eligible Retail Securityholders will be allocated New Securities that they apply and pay for, up to their Entitlement.

Additional New Securities will only be allocated to Eligible Retail Securityholders if, and to the extent that Charter Hall and the Joint Lead Managers in their absolute discretion so determine, having regard to offsetting the dilutionary impact of the Institutional Placement and the Macquarie Placement.

En uiries q

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

Under the Institutional Entitlement Offer, New Securities not taken up by Eligible Institutional Securityholders were allocated to:

other Eligible Institutional Securityholders wishing to subscribe for more than their Entitlement; and
Institutional Investors.

Charter Hall reserves the right to reject any application under the Entitlement Offer.

Charter Hall reserves the right to issue any New Securities not taken up under the Entitlement Offer to other investors.

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 that 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 Offer Price of $0.65 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 registrar 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 Glossary at the back of this Offer Booklet;
acknowledge that the information contained in the Offer Booklet 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 Booklet, 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 U.S. 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 been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdictions in the U.S., or in any other jurisdiction outside Australia or New Zealand. In addition, you acknowledge that none of Charter Hall Limited, Charter Hall Funds Management Limited, Charter Hall Property Trust or Charter Hall Group has been or will be registered under the U.S. 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 U.S. Securities Act and the U.S. Investment Company Act and any other applicable securities laws of any state or other jurisdictions in the U.S.;
agree not to send the Offer Booklet or any other material relating to the Equity Raising to any person in the U.S. or who 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 the ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the U.S. or a U.S. Person.

Retail Entitlement Offer

Important information

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Citigroup Centre, 2 Park Street, Sydney, NSW, Australia

Not for distribution or release in the United States or to U.S. Persons.

This Offer Booklet is important and requires your immediate attention.

This Offer Booklet and the Entitlement and Acceptance Form have been prepared by Charter Hall Group, which comprises Charter Hall Limited and Charter Hall Property Trust, the responsible entity of which is CHFML.

You should read this Offer Booklet carefully and in its entirety before deciding whether to invest in New Securities. In particular, you should consider the key risks that could affect the performance of Charter Hall or the value of an investment in Charter Hall, some of which are outlined in the “Summary of key risks” in this section of the Offer Booklet and the “Key risks” in Appendix E of the enclosed Investor Presentation.

Before deciding whether to apply for New Securities, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading this Offer Booklet, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other professional adviser.

The potential tax effects of the Retail Entitlement Offer will vary between investors. A summary of Australian tax implications is contained in this section of the Offer Booklet. However, all investors should satisfy themselves of any possible tax consequences by consulting their own professional tax advisers.

Charter Hall reserves the right to withdraw, or vary the timetable for, the Offer.

Offer Booklet

This Offer Booklet is dated 12 February 2010.

The Offer Booklet is not a prospectus or product disclosure statement for the purposes of the Corporations Act . Accordingly, this Offer Booklet does not necessarily contain all of the information which a prospective investor may require to make an investment decision and it does not contain all of the information which would otherwise be required to be disclosed in a prospectus or product disclosure statement.

The offer to which this Offer Booklet relates complies with the requirements of sections 708AA and 1012DAA of the Corporations Act as modified by ASIC Class Order 08/35 and accordingly this Offer Booklet is not required to be lodged or registered with ASIC.

Offer Booklet availability

Eligible Retail Securityholders in Australia and New Zealand can obtain a copy of this Offer Booklet during the period of the Retail Entitlement Offer on the Charter Hall website, the ASX website, or by calling the Charter Hall Entitlement Offer Information Line on the numbers listed below under the heading “Enquiries”. Persons who access the electronic version of this Offer Booklet should ensure that they download and read the entire Offer Booklet. The electronic version of this Offer Booklet on the Charter Hall website will not include an Entitlement and Acceptance Form.

Neither this Offer Booklet nor the accompanying Entitlement and Acceptance Form may be sent to persons in the United States or who are, or are acting on behalf of or for the account or benefit of, a U.S. Person, or otherwise distributed or released in the United States.

Future performance and forward-looking statements

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. Forward-looking statements, opinions and estimates provided in this Offer Booklet are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. Charter Hall assumes no obligation to update this information. Neither Charter Hall nor any other person warrants or guarantees the future performance of Charter Hall or any return on any investment made pursuant to the Entitlement Offer.

The pro-forma financial information provided in this Offer Booklet is for illustrative purposes only and is not represented as being indicative of Charter Hall’s view on its future financial condition and/or performance.

New Zealand investors

The Entitlement Offer is made to Eligible Retail Securityholders with New Zealand addresses pursuant to the New Zealand Securities Act (Overseas Companies) Exemption Notice 2002 . In accordance with the relevant New Zealand securities law, a person who, at the Record Date, was registered as a holder of Securities with a New Zealand address, but who, as at the time of the Offer, no longer holds Securities, is not eligible to participate in the Offer.

United States investors

This Offer 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 any U.S. Person (or to any person acting for the account or benefit of a U.S. Person), or in any other place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Offer Booklet (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of this Offer Booklet, 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.

Retail Entitlement Offer

Important information continued

Neither this Offer 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 Equity Raising have been, or will be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. In addition, none of Charter Hall Limited, Charter Hall Funds Management Limited, Charter Hall Property Trust or Charter Hall Group has been, or will be, registered under the U.S. Investment Company Act in reliance on an exception provided by section 3(c)(7) thereof. Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons unless they are registered under the U.S. Securities Act or unless they are offered or sold in transactions exempt from, or not subject to, such registration. Accordingly, the securities to which this Offer Booklet and the Entitlement and Acceptance Form relate may only be offered and sold outside the United States to persons who 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. Such securities may not be deposited in any unrestricted American Depository Receipt facility with respect to the securities of Charter Hall Group that may be established until 40 days following the completion of the Equity Raising.

Offer management

The Offer is being managed by Goldman Sachs JBWere Pty Limited and Macquarie Capital Advisers Limited. The Entitlement Offer and the Institutional Placement are fully underwritten.

The Joint Lead Managers have not authorised, permitted or caused the issue, lodgment, submission, dispatch or provision of this Offer Booklet. The Joint Lead Managers do not make, or purport to make, any statement in this Offer Booklet, and there is no statement in this Offer Booklet which is based on any statement by the Joint Lead Managers. To the maximum extent permitted by law, the Joint Lead Managers expressly disclaim all liability in respect of, make no representations regarding and take no responsibility for any part of this Offer Booklet other than, where applicable, references to their names in this Offer Booklet.

Australian taxation implications

Set out below is a summary of the Australian tax implications of the Retail Entitlement Offer for Eligible Retail Securityholders who are residents of Australia for tax purposes and who hold their Securities as capital assets. The summary below does not necessarily apply to Eligible Retail Securityholders who hold their Securities as assets used in carrying on a business or who may carry on the business of security trading, banking or insurance. The summary below does not necessarily apply to Eligible Retail Securityholders whose Securities are held through an employee security plan or whose Securities are held as revenue assets or trading stock.

The summary below also does not take account of any individual circumstances of any particular Eligible Retail Securityholder. Eligible Retail Securityholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisers.

The summary below is based on the law in effect as at the date of this Offer Booklet.

Issue of Entitlements

Disclaimer of representations

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

Any information or representation that is not in this Offer Booklet may not be relied on as having been authorised by Charter Hall, the Joint Lead Managers or their respective related bodies corporate in connection with the 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 this Offer Booklet.

Subject to the qualifications noted above, the issue of the Entitlements will not itself result in any amount being included in the assessable income of an Eligible Retail Securityholder.

Exercise of Entitlements

Eligible Retail Securityholders who exercise their Entitlements and are allocated New Securities and, in Charter Hall’s absolute discretion, Additional New Securities, will acquire those Securities with a cost base for capital gains tax purposes equal to the Offer Price payable by them for those Securities plus any non-deductible incidental costs they incur in acquiring them, but will not make any capital gain or loss, or assessable income, from exercising the Entitlements or subscribing for the New Securities or Additional New Securities.

Expiration of Entitlements

The expiration of Entitlements under the Retail Entitlement Offer will not itself result in any amount being included in the assessable income of an Eligible Retail Securityholder.

New Securities

Eligible Retail Securityholders who exercise their Entitlements will acquire New Securities and, in Charter Hall’s absolute discretion, Additional New Securities (as applicable). Any future dividends or other distributions made in respect of those New Securities and Additional New Securities will be subject to the same taxation treatment as dividends or other distributions made on Securities held in the same circumstances.

On any future disposal of New Securities and Additional New Securities, Eligible Retail Securityholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Securities and Additional New Securities. The cost base of those Securities is described above.

New Securities will be treated for the purposes of the capital gains tax discount as having been acquired when the Eligible Retail Securityholder exercised the Entitlement to subscribe for them. Additional New Securities will be treated for the purposes of the capital gains tax discount as having been acquired when Charter Hall issues or allots those Additional New Securities. Accordingly, in order to benefit from the capital gains tax discount in respect of a disposal of those Securities, they must have been held for at least 12 months after those dates before the disposal occurs.

Other Australian taxes

No Australian Goods and Services Tax or stamp duty is payable in respect of the grant or exercise of the Entitlements or the acquisition of New Securities and Additional New Securities.

Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded down to the nearest whole number of New Securities.

Source of information regarding the Platform and the Combined Group

The information regarding the Platform and the Combined Group contained in this Offer Booklet has been derived from limited audited and unaudited financial information and other information made available by or on behalf of Macquarie during the due diligence process conducted by Charter Hall in connection with the Acquisition.

While Charter Hall has conducted due diligence on the Platform, Charter Hall is unable to verify the accuracy or completeness of the information provided to it by or on behalf of Macquarie and there is no assurance that this due diligence was conclusive and that all material issues and risks in relation to the Acquisition and the Platform have been identified. To the extent that this information is incomplete, incorrect, inaccurate or misleading, there is a risk that the profitability and future results of the operations of the Combined Group may differ (including in a materially adverse way) from Charter Hall’s expectations as reflected in this Offer Booklet, or that additional liabilities may emerge.

Due to the timing of the Acquisition, financial information relating the Platform’s half year financial information to 31 December 2009 has not been subject to the same degree of due diligence as was undertaken on the 2008 and 2009 financial year information. Consequently, a greater degree of caution should be exercised when assessing the half year financial information to 31 December 2009 relating to the Platform.

See the “Summary of key risks” in this section of the Offer Booklet and the “Key risks” in Appendix E of the enclosed Investor Presentation for a discussion of some of the key risks associated with the Acquisition, including those risks associated with the reliance on the information provided to Charter Hall by Macquarie.

Defined words and expressions

Reconciliation

Investors may believe that they own more existing securities on the Record Date than they ultimately do. This may result in a need for reconciliation to ensure all eligible Securityholders have the opportunity to receive their full Entitlement. If reconciliation is required, it is possible that Charter Hall may need to issue a small quantity of additional securities (Top-Up Stapled Securities) to ensure all Eligible Institutional Securityholders and Eligible Retail Securityholders have the opportunity to receive their full Entitlement. The price at which these Top-Up Stapled Securities will be issued will be the same as the Offer Price.

Charter Hall also reserves the right to reduce the number of New Securities allocated to eligible securityholders or persons claiming to be eligible securityholders if their Entitlement claims prove to be overstated, or if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are indeed not eligible securityholders.

Some words and expressions used in this Offer Booklet have defined meanings, which are explained in the Glossary at the back of this Offer Booklet.

A reference to time in this Offer Booklet is to AEDT, unless otherwise stated. All financial amounts in this Offer Booklet are expressed in Australian currency unless otherwise stated.

Enquiries

If you have any questions in relation to the Entitlement Offer, please contact your stockbroker, accountant or other professional adviser. If you have questions in relation to the calculation of your Entitlement, how to complete the Entitlement and Acceptance Form or how to take up your Entitlement, please call the Charter Hall Entitlement Offer Information Line on the phone numbers set out below:

Within Australia 1300 664 498 (local call cost) Outside Australia +61 2 8280 7787

Retail Entitlement Offer

Important information continued

Governing law

This Offer Booklet and the contracts which arise on acceptance of the Entitlement and Acceptance Forms are governed by the law applicable in New South Wales, Australia and each applicant submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

Summary of key risks

The following sets out some of the key risks associated with the Acquisition:

Transaction Completion risk : Completion of the transfer of the shares in each of the various management companies being acquired by Charter Hall is subject to a number of conditions beyond the control of Charter Hall, and will not occur while those conditions remain unsatisfied. A delay in these transfers would extend the term of the applicable Transitional Services Deeds (see “Transitional Structure risk” below).
Reliance on information provided : Charter Hall has relied on information provided to it by Macquarie in assessing the Acquisition, but is unable to verify the accuracy or completeness of the information provided to it. Consequently, Charter Hall cannot be certain that all material issues and risks associated with the Acquisition have been identified and avoided or managed appropriately.
Transitional Structure risk : One or more

of the Transitional Services Deeds which the responsible entities within the Platform are party to may be terminated prior to the transfer of that responsible entity’s shares to Charter Hall, depriving Charter Hall of the management fees payable to it under those deeds. In addition, key management personnel currently employed within the Platform by Macquarie may choose not to accept offers of employment from Charter Hall, resulting in the loss of management expertise.

◆ Change of control risk : Certain contracts, permits and licences which Charter Hall proposes to acquire the benefit of are subject to a number of conditions beyond the control of Charter Hall. If any of those contracts is terminated upon a change of control or if any required consents or approvals for assignment are not able to be obtained from third parties, Charter Hall may be prevented from purchasing some of the assets or businesses of the Platform or may lose the benefit of the relevant contract, permit or licence.

Please see Appendix E of the enclosed Investor Presentation for a more detailed description of these and other risks you should consider before making an investment decision.

Assumption of the Platform’s liabilities : The representations, warranties and indemnities provided by Macquarie to Charter Hall in relation to the Acquisition may not be sufficient to cover the actual loss suffered in connection with any known or unknown liabilities of the Platform assumed by Charter Hall.
Replacement of responsible entities : The responsible entities of the funds within the Platform may be removed by the unitholders of the funds which they manage in accordance with the Corporations Act . If that were to occur, Charter Hall would no longer obtain the management fees payable to the responsible entity of the relevant fund.
Integration risk : The integration of the Platform into Charter Hall’s current operations may encounter unexpected challenges or issues. Among other undesirable outcomes, the process could divert management’s attention, interrupt the momentum of one or more of the businesses or result in the loss of key personnel.

ASX offer documents

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One California Plaza, 300 S Grand Avenue, Los Angeles, California, U.S.

Retail Entitlement Offer

Offer launch announcement dated 12 February 2010

ASX offer documents

ASX ANNOUNCEMENT

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Charter Hall Group (CHC) announces the strategic acquisition of Macquarie Group’s core real estate management platform and $220 million equity raising

Friday, 12 February 2010

Strategic acquisition of the majority of Macquarie Group’s core real estate management platform including co-investment interests held in the managed funds (the Platform)
Will create one of Australia’s largest specialist real estate fund managers with over $10 billion in assets under management
Acquisition forecast to deliver FY11 underlying EPS accretion of 18%
Acquisition partly funded by a $220 million fully underwritten placement and entitlement offer (together, the Offer) with an additional $85 million placement to Macquarie representing the majority of the consideration for the funds and property management business

Charter Hall Group (Charter Hall) is pleased to announce that it has agreed to acquire the majority of Macquarie Group Limited’s (Macquarie) core real estate management platform. This transaction involves Charter Hall acquiring the management business associated with two listed and three unlisted real estate funds for $108 million[1] and the majority of Macquarie’s holding in three of these funds for $189 million (the Acquisition).

The Acquisition positions Charter Hall as one of the largest specialist real estate fund managers in Australia, with assets under management in excess of $10 billion across listed, wholesale and unlisted retail equity sources. The Platform complements Charter Hall’s existing operations, enhancing the current vertically integrated business, resourced by an additional 155 property executives increasing total Charter Hall staff to 220 personnel. Charter Hall will be investing in and providing management services across the full spectrum of real estate investment and development activities.

Commenting on the Acquisition, Charter Hall’s Chairman, Kerry Roxburgh, said “We are very excited about the Acquisition and believe that the Platform represents a strong strategic fit with our

1 A further $15 million may be payable subject to an earn-out.

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existing business. This Acquisition is expected to be earnings accretive in FY11 and provides an excellent basis to grow and develop Charter Hall.”

As partial consideration for the management business, Macquarie will receive an $85 million placement at $0.70 per security, representing a 10% strategic interest in Charter Hall. In addition, the Gandel Group, an existing strategic investor in Charter Hall, has committed to be issued with up to $68 million under the Offer and will at a minimum maintain their 12.2% interest in Charter Hall.

Acquisition overview

Charter Hall has agreed to purchase the majority of Macquarie’s core real estate management platform which comprises:

Management of two listed and three unlisted real estate funds (together the Funds)
Co-investment holdings in Macquarie Office Trust, Macquarie CountryWide Trust and Macquarie Direct Property Fund

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Real estate management business

Charter Hall is acquiring a well-resourced platform with employment offers being made to over 95% of Macquarie real estate executives involved in the management business. In particular, key senior personnel including the CEOs and CFOs of each Fund have agreed to transfer to Charter Hall on employment contracts, ensuring the benefit of the existing knowledge base is retained within the Platform. A detailed integration plan has been implemented to ensure a smooth transition.

Retail Entitlement Offer

Offer launch announcement dated 12 February 2010

ASX offer documents continued

The purchase price of $108 million for the funds management business represents an FY11 EBIT multiple of 7.7x and 1.5% of assets under management. In addition, a further $15 million may be payable subject to an earn-out.

Co-investment holdings

Charter Hall has agreed to acquire from Macquarie the majority of its co-investment holdings in three real estate funds (7.5% in MOF and MCW and 3.5% in MDPF) for a total consideration of $189 million. The purchase price of the co-investment holdings is approximately equal to market price and represents an aggregate discount to NTA at 31 December 2009 of 23%. Charter Hall will also have an indefinite first right of refusal over Macquarie’s remaining units in MOF (6%) and MCW (4%). In addition, it has been agreed that Macquarie will hold its remaining interests in MOF and MCW for at least the next 12 months.

Acquisition funding

The funding of the Acquisition will be as follows:

Sources		Applications
Entitlement Offer ($0.65 per security)	$195m	Funds management business	$108m
Institutional Placement ($0.70 per security)	$25m	Co-investments	$189m
Macquarie Placement ($0.70 per security)	$85m	Transaction costs	$13m
Macquarie debt facility	$10m	Working capital	$5m
Total	$315m	Total	$315m

Charter Hall will conduct a $195 million, fully underwritten, 2 for 5 Entitlement Offer at $0.65 per security and a $25 million Institutional Placement at $0.70 per security.

Also, Macquarie will receive an $85 million placement at $0.70 per security as partial consideration for the management business.

The Gandel Group has committed to be issued with up to $68 million under the Offer, comprising their full entitlement of $24 million, a $14 million priority allocation in the Institutional Placement and a sub-underwriting commitment of up to $30 million across the Institutional Placement and Entitlement Offer. These commitments further endorse Gandel’s support for Charter Hall and this transaction.

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Acquisition impact

The Acquisition will provide immediate scale which will complement organic growth of Charter Hall’s funds management business delivering the following benefits:

Positions Charter Hall as one of Australia’s largest specialist real estate fund managers, with assets under management increasing to over $10 billion
Diversifies Charter Hall’s equity sources – provides access to listed equity and significantly increases exposure to core funds
High quality, well resourced platform will complement Charter Hall’s existing expertise and ensure continuity of management
Forecast to deliver FY11 underlying EPS accretion of 18% and 27% uplift over FY10 Charter Hall standalone EPS of 3.95 cents per security

David Southon, Joint Managing Director of Charter Hall said “The Acquisition of a vertically

integrated platform complements the existing business, providing substantial scale and significant growth potential. The combination of Charter Hall’s capabilities and the continuity of Macquarie’s management team will provide an enhanced offering to investors.”

David Harrison, Joint Managing Director of Charter Hall added “The Acquisition of this wellresourced Platform enables Charter Hall to diversify its equity sources further without losing focus on our unlisted wholesale and retail business. The outlook for real estate has improved substantially and we believe the Acquisition of the Platform at an attractive point in the real estate cycle will deliver long term value for securityholders, provide one of the largest specialist property teams in Australia across the risk/return spectrum and exploit the growth opportunities available in a recovering property market.”

The Offer

Charter Hall will raise $220 million under the Offer, comprising the Institutional Placement and an accelerated non-renounceable Entitlement Offer. Securities issued under the Offer will rank equally with existing securities on issue.

Institutional Placement

Charter Hall is conducting a $25 million Institutional Placement at $0.70 per security. Gandel Group has committed to sub-underwrite the Institutional Placement and will receive a priority allocation of $14 million, with the balance being available to other institutional investors.

Retail Entitlement Offer

Offer launch announcement dated 12 February 2010

ASX offer documents continued

Entitlement Offer

Under the Entitlement Offer, eligible securityholders are invited to participate on a pro-rata basis by subscribing for 2 new Charter Hall securities for every 5 securities owned at 7.00pm on 16 February 2010 at an issue price of $0.65 per security.

The Entitlement Offer price of $0.65 per security represents:

14% discount to Charter Hall’s close price of $0.76 on 10 February 2010; and
10% discount to Charter Hall’s 5 day VWAP of $0.73.

Indicative timetable

Indicative timetable
Institutional offer opens	12 February 2010
Institutional offer closes	3.30pm (AEDT), 12 February 2010
Record date under the Entitlement Offer	7.00pm (AEDT), 16 February 2010
Retail offer opens	18 February 2010
Initial close for the retail offer (BPAY® only)	5.00pm (AEDT), 25 February 2010
Trading commences for securities allotted under the initial allotment	1 March 2010
Retail offer closes	5.00pm (AEDT), 5 March 2010
Final allotment	16 March 2010
Trading commences for securities allotted in the final allotment	17 March 2010

Eligible retail securityholders will be sent details of the entitlement offer shortly. Retail

securityholders with questions about the Offer should contact the Entitlement Offer Information Line on 1300 664 498 or visit www.charterhall.com.au.

ENDS

David Harrison Joint Managing Director 0412 259 751 [email protected]	David Southon Joint Managing Director 0418 479 155 [email protected] Jo Stiles Marketing & Communications Manager 0414 499 199 [email protected]

About the Charter Hall Group:

Charter Hall Group is a property funds management and development company, based in Sydney with offices in Melbourne, Brisbane, Perth and Auckland. Established in 1991 and listed on the ASX in 2005 as a stapled security under the code CHC, Charter Hall Group combines Charter Hall Limited with Charter Hall Property Trust, which will now own and/or manage over $10 billion in real estate assets. The Charter Hall Group has achieved a solid track record across its activities demonstrating

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a 13 year history of managing wholesale and retail capital, making it one of Australia’s leading property fund managers. Charter Hall’s success has been underpinned by a highly skilled and motivated management team with diverse expertise across property sectors and risk-return profiles.

Charter Hall Limited ABN 57 113 531 150

Charter Hall Funds Management Limited ABN 31 082 991 786 Sydney Melbourne Brisbane Perth Adelaide Auckland

IMPORTANT INFORMATION

This announcement 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" (as defined in Regulation S under the U.S. Securities Act of 1933 (the "Securities Act")) ("US Person"). This document may not be distributed to, or relied upon by, persons in the United States or who are, or are acting for the account or benefit of, US Persons. Securities may not be offered or sold in the United States or to, or for the account or benefit of, US Persons, absent registration under the Securities Act or an exemption from registration. Neither the entitlements nor the new securities offered under the Offer 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, none of Charter Hall Limited, CHFML, Charter Hall Property Trust or Charter Hall Group has been, or will be, registered under the US Investment Company Act of 1940 (the “Investment Company Act”) in reliance on an exception provided by Section 3(c)(7) thereof. Accordingly, the new securities to be offered and sold in the Offer may only be offered or sold in the United States or to, or for the account or benefit of, US Persons in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws and exempt from the registration requirements of the Investment Company Act. This announcement may contain certain "forward-looking statements". The words "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", "could", "may", "target", "plan" and other similar expressions are intended to identify forward-looking statements. Statements regarding certain plans, strategies and objectives of management and 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 Group, 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 Group assumes no obligation to update such information.

Retail Entitlement Offer

ASX offer Investor Presentation dated 12 February 2010 documents continued

Acquisition of Real Estate Management Platform & Equity Raising 12 February 2010

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

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 issued 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, 708A, 1012DAA and 1012DA of the made to institutional investors." Corporations Act 2001 as notionally modified by ASIC class order 08/35. This document is also issued in relation to “Placement” of securities to be

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, product disclosure statement or other regulated 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 prospective investors 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 2009 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. Investors should also be aware that certain financial data included in this presentation are "non-GAAP financial measures" under Regulation G of the U.S. Securities Exchange Act of 1934, as amended, including EBIT (earnings before interest and tax). The disclosure of such non-GAAP financial measures in the manner included in this presentation would not be permissible in a registration statement under the Securities Act (as defined below). Charter Hall Group believes these non-GAAP financial measures provide useful information to users in measuring the financial performance and conditions of Charter Hall Group. These non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Readers are cautioned, therefore, not to place undue reliance on any non-GAAP financial measures included in this presentation. 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 United States (U.S.) 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 and none of Charter Hall Limited, CHFML, Charter Hall Property Trust or Charter Hall Group has been or will be registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”) and, therefore, the securities in the proposed offering may not be offered or sold in the United States or to, or for the account or benefit of any, U.S. Person except (1) in compliance with the registration requirements of the Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and (2) in transactions that will allow Charter Hall Group to qualify, and to continue to qualify, for the exception provided by Section 3(c)(7) of the Investment Company Act.

Charter Hall Group 2 Strategic Acquisition & Equity Raising

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

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Executive Summary

Charter Hall Group ( CHC ) is pleased to announce that it has agreed to acquire the majority of Macquarie Group’s ( Macquarie ) core real estate management platform (the Platform ) comprising:
Management of two listed and three unlisted real estate funds (the Funds )
Co-investments in Macquarie Office Trust, Macquarie CountryWide Trust and Macquarie Direct Property Fund
Consideration of $108 million for management business[1] and $189 million for co-investments
Funded with $195 million 2 for 5 fully underwritten entitlement offer at $0.65 and $110 million placement at $0.70
Placement includes vendor (Macquarie) receiving $85 million of CHC equity – represents a strategic 10% interest in CHC (post Acquisition) and demonstrates confidence in CHC and the Platform
Strong support from existing strategic investor, Gandel Group
Key benefits of the Acquisition include:
Will position CHC as one of Australia’s largest specialist real estate fund managers, with assets under management increasing to over $10 billion
Diversifies CHC’s equity sources – provides access to listed equity and significantly increases exposure to core funds
High quality, well resourced platform will complement CHC’s existing expertise and ensure continuity of management
Forecast to deliver FY11 underlying EPS accretion of 18% and 27% growth over FY10 CHC standalone EPS of 3.95 cents per security

NOTES:

A further $15 million may be payable subject to an earn-out
Charter Hall Group Strategic Acquisition & Equity Raising

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

Transformational Acquisition

		CHC pre acquisition	CHC post acquisition	% change
	Assets under management	$3.0bn	$10.2bn	244%
Portfolio metrics	Number of assets managed	65	333	412%
	Number of funds managed	13	18	38%
	FY11 underlying earnings	$30.0m	$58.4m	95%
Income metrics	FY11 forecast underlying EPS	4.26 cps	5.03 cps	18%
	FY11 forecast DPS	3.41 cps	3.94 cps	16%
	NTA per security	59.6 cps	56.0 cps	(6%)
Balance sheet	NAV per security	59.6 cps	66.3 cps	11%
metrics	Balance sheet gearing1	11.9%	8.9%	(3%)
	Look-through gearing2	33.5%	38.5%	5%
Market metrics	Market capitalisation3	$567m	$872m	54%
NOTES:

Calculated as debt net of cash divided by total tangible assets net of cash
Calculated by incorporating CHC’s proportional share of assets and debt of the funds in which it co-invests
Based on last close at 10 February 2010 and new equity raised

Charter Hall Group 4 Strategic Acquisition & Equity Raising

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

Retail Entitlement Offer

ASX offer documents continued

Investor Presentation dated 12 February 2010

Agenda

1. Acquisition Overview

2. Acquisition Impact

3. Investors in CHC Managed Funds

4. Management and Transition

5. Financial Information

6. The Offer

7. Summary

8. Appendices

Charter Hall Group Strategic Acquisition & Equity Raising

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Section one
Acquisition
Overview
No.1 Martin Place, Sydney, NSW
(Joint owned by MOF and MMPT) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Acquisition Overview

CHC has agreed to acquire the majority of Macquarie’s core real estate management platform

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Real estate management business Co-investment holdings
Managed funds Property services
Macquarie Office Trust ( MOF ) Asset management
7.5% interest in MOF
Macquarie CountryWide Trust
( MCW ) Leasing 7.5% interest in MCW
Macquarie Direct Property Fund
( MDPF ) Development management 3.5% interest in MDPF
Macquarie Martin Place Trust
( MMPT ) Property management First rights of refusal
Macquarie Property Income (MOF and MCW) [1]
Fund ( MPIF ) Other property services
$108 million total consideration [2]
$189 million total consideration
FY11 EBIT multiple of 7.7x 23% discount to 31 Dec 2009 NTA
1.5% of AUM
NOTES:
1. CHC has also been granted indefinite first right of refusal over Macquarie’s remaining MOF and MCW interests (6% and 4%, respectively)
2. Additional $15 million deferred consideration payment is subject to an earn-out
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Overview of the Platform

Provides CHC with a vertically integrated platform that is well staffed with up to 155 employees – Potential to earn fees across the full spectrum of property services
Platform complementary to CHC’s existing business
Over 80% of FY11 forecast management income generated from domestic AUM

114 Number of assets 1,913 MOF AUM 1,095 MCW AUM 721 Other AUM 16 Offices 142 Forecast staff2 3,729 Total AUM ($m)1 Asia Pacific Platform	1483 1,922 7773 - 1 12 2,699 US Platform	9 290 468 - 1 1 758 Europe Platform	271 4,125 2,340 721 18 155 7,186 Total

NOTES:

As at 31 December 2009
Forecast staff represents the number of employees to be offered employment with CHC 3. Includes JV2 assets (85 assets currently held in joint venture sold to joint venture partner Regency and due to settle March 2010)

Charter Hall Group Strategic Acquisition & Equity Raising

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Retail Entitlement Offer

Investor Presentation dated 12 February 2010

ASX offer documents continued

Pricing of management business

$108 million consideration for the management business
Represents an FY11 EBIT multiple of 7.7x and 1.5% of AUM

Macquarie management business pricing

Management fee income	FY10F1 $m	FY11F $m
Base management fees	29.7	28.2
Performance fees	-	-
Property management fees	10.1	10.9
Other property services2	16.7	8.0
Other corporate income3	3.1	2.4
Total management income	58.4	49.5
Expenses	(34.6)	(35.5)
EBIT	24.9	14.0
EBIT multiple	4.3x	7.7x

NOTES:

FY10F represents actual result for six months to 31 December 2009 plus forecast result for six months to 30 June 2010 2. Other property services includes leasing, development management, acquisition services and disposal services 3. Other corporate income includes accounting and other cost recoveries from the managed funds

Charter Hall Group 9 Strategic Acquisition & Equity Raising NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Overview of Funds

As at 31 Dec 2009	MOF2	MCW	MDPF	MMPT	MPIF4
Fund type	Listed	Listed	Unlisted	Unlisted	Unlisted
Sector focus	Office	Retail	Diversified	Office	Diversified
AUM ($bn)	4.12	2.34	0.49	0.22	0.02
Market capitalisation ($bn)	1.45	0.90	n/a	n/a	n/a
Net tangible assets ($bn)	2.08	1.07	0.28	0.12	0.01
Number of properties	38	2193	10	1	n/a
Occupancy (by area)	90%	96%	91%	100%	n/a
WALE (years)	4.6	5.9	5.1	4.1	n/a
Balance sheet gearing	38%	38%	46%	45%	38%
CHC co-investment (post Acquisition)	7.5%	7.5%	3.5%	-%	3.2%
CHC relevant interest1	13.5%	11.5%	3.5%	-%	3.2%
Geographic diversification (by AUM) Australia / NZ Asia United States Europe	2% 7% 45% 46%	20% 33% 47%	89% 11%	100%	n/a

NOTES:

Includes first right of refusal over remaining units held by Macquarie 2. Excludes Quintana Campus Irvine, California 3. 134 properties post final completion of the US JV2 portfolio disposal 4. MPIF invests in a portfolio of ASX listed REITs

Charter Hall Group Strategic Acquisition & Equity Raising

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Due Diligence Process

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 CHC has conducted detailed due diligence on the Platform with the assistance of third party advisers
 CHC management and advisers have inspected and investigated the offshore operations and assets in detail
Commercial  Goldman Sachs JBWere engaged as financial adviser
 CBRE engaged to provide an independent review of Funds real estate valuations and market metrics
 PricewaterhouseCoopers engaged to assist with financial due diligence on the historical results and FY10 / FY11 forecasts for the
Accounting Platform
 Conducted a review of Pro forma Balance Sheet and FY11 Forecast Income Statement for the Combined Group [1]
 Allens Arthur Robinson and Kirkland & Ellis engaged to assist with legal due diligence in Australia and United States (respectively)
Legal
 Detailed review of corporate structures, service contracts and property ownership agreements undertaken
 Greenwood & Freehills engaged to assist with tax due diligence in Australia and New Zealand
Tax  Kirkland & Ellis and Loyens Loeff engaged to assist with tax due diligence in the United States and Europe (respectively)
 Review of current tax position and future tax implications undertaken
Human  Review of existing employment arrangements conducted and implementation plan for new employment arrangements devised
resources  CHC conducted meetings with all key staff to assist in formulating employment offers
NOTES:
1. PwC’s scope of work did not include a review of the forecast Co-investment income attributable to the equity investments in the Funds
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Section two
Acquisition
Impact
Wells Fargo Centre, Denver, Colorado
(Owned by MOF) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Retail Entitlement Offer

Investor Presentation dated 12 February 2010

ASX offer documents continued

Acquisition Impact

Transformational transaction

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Support from two
AUM increases to over
major investors (Gandel
$10bn
Group and Macquarie) [1]
Enhanced diversity of
Substantial increase in
AUM (capital sources
recurring income
and product offering)
Forecast FY11 underlying Significantly increased
EPS accretion of 18% exposure to core funds
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NOTES

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1. Macquarie and Gandel Group have committed to be issued with $85m and up to $68m, respectively. See slide 37 for more detail.
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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AUM increases to over $10 billion

 Acquisition increases AUM to over $10 billion and the number of funds managed by CHC from 13 to 18

CHC expected to become one of the largest domestic real estate fund managers[1]
– Immediate scale through acquisition will complement organic growth of funds management platform

Third party AUM only (excludes AUM directly owned by trust of stapled groups)[2]

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22.0
20.3
16.6
10.7 10.2
9.3 9.2
3.0
……………
AMP Centro Colonial Lend CHC ING Valad CHC pre
Lease post Australia
NOTES
1. Measured by third party AUM
2. CHC estimates, based on company information
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Improved diversity of AUM

Listed funds management represents an opportunity for CHC to diversify its sources of equity
The Platform provides complementary exposure to core funds, relative to CHC’s current focus on core plus and opportunistic funds

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CHC
Macquarie
Listed MOF
MCW
Unlisted CPOF CHOF 4
wholesale
CPIF
CHOF 5
CPRF
CHUF DPF
Unlisted CHIFs
retail MDPF
MMPT
MPIF
Core Core Plus Opportunistic
Capital Source
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NOTES Bubble size represents AUM for each fund

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Improved diversity of AUM

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Capital source (pre Acquisition) Capital source (post Acquisition)
Unlisted
wholesale
24%
Unlisted Unlisted
wholesale83% retail17% Listed64% Unlisted retail12%
Risk profile (pre Acquisition) Risk profile (post Acquisition)
Opportunistic Core plus
26% 17%
Core plus
57%
Opportunistic
7%
Core
76%
Core
17%
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Retail Entitlement Offer

ASX offer Investor Presentation dated 12 February 2010 documents continued

Substantial increase in recurring income

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FY11F CHC revenue streams FY11F CHC earnings mix (post Acquisition)
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46.5 CHC pre acquisition
41.8 CHC post acquisition Development Corporate
investment services
income income
30.6 Property 4% 3%
management
fees 2
10%
Property
17.1 income 1
13.6 13.2 Other property 36%
services fees
9.1 14%
4.8 4.8
2.3 0.9 3.3 - -
Property Base Other property Property Development Other Performance Base
income¹ management services fees² management investment corporate fees management
fees fees income services³ fees
33%
NOTES:
1. Property income includes net property income from CPRF and income from co-investments
2. Other property services fees includes leasing, development management and transaction fees
3. Other corporate services includes accounting and other cost recoveries from managed funds
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CHC look-through assets

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Sector diversity (pre Acquisition) Sector diversity (post Acquisition)
Industrial
Industrial 12%
Retail 23% Retail
31% 33%
Office
55%
Office
46%
Geographic diversity (pre Acquisition) Geographic diversity (post Acquisition)
US
19%
Europe
Australia / Australia / 5%
100%NZ 75%NZ Asia1%
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CHC look-through tenant profile

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Lease expiry profile (years) Top 10 tenants (post Acquisition)
MOF 4.6 Tenant % Portfolio leased
Wesfarmers (Bunnings, Coles, Kmart, Target, Liquorland) 9%
MCW 5.9 Australian Government (Federal & State) 6%
Woolworths 5%
MDPF 5.0
Telstra Corporation Ltd 5%
Westpac Group 3%
CPOF 5.9
JPMorgan Chase 2%
CPRF 8.2 AT&T 2%
Mercer 1%
DPF 7.6 Harvey Norman 1%
Macquarie Group Ltd 1%
CHUF 7.8 Total 35%
transaction)CHPT (pre 1 7.8
transaction)CHPT (post 1 6.4
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NOTES:

Shows CHPT’s position based on the WALEs of individual funds and CHPT’s investment exposure in each fund

Charter Hall Group 19 Strategic Acquisition & Equity Raising

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Section three
Investors in CHC
managed funds
Argus Centre, Melbourne, VIC
(Owned by MOF) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Retail Entitlement Offer

ASX offer documents continued

Investor Presentation dated 12 February 2010

Benefits for Fund investors

CHC is committed to delivering value to unitholders in the Funds over the long term
Independent Director Committees established to review the transaction on behalf of Fund unitholders in consultation with independent advisers
Intention for current independent directors to remain on RE Boards providing continuity of stewardship
Access to CHC’s specialised real estate capability with a strong track record, financial stability, strict risk
Committed & management protocols and a long term vision for the future of the Funds
experienced manager  CHC has proven value-add capability in the office and retail sectors across the full spectrum of real estate services  Removes uncertainty about Macquarie’s long term intentions for its real estate platform
Focus on  Maintain tradition of strong corporate governance including existing Fund protocols for conflicts of interest corporate  Maintain majority independent Boards
governance & alignment of  Incentivisation for key employees (including CEOs and CFOs) linked to Fund performance interests  CHC’s co-investments in MOF, MCW and MDPF illustrate their commitment and ensure alignment of interests Orderly  Orderly transition process agreed with significant input and assistance from Macquarie
transition  Transfer of key employees to ensure continuity of management and oversight

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Fund strategies maintained

 CHC to continue management of the Funds in-line with previously stated strategies

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MOF  MOF focused on re-weighting portfolio back to a majority Australian portfolio
 Intends to undertake strategic asset sales, initially focussing on divesting non-core European and Japanese assets
 Re-weight portfolio to Australia/New Zealand via redevelopment of existing assets and potential acquisitions
MCW  Continue value-add activity on a small number of projects to deliver accretive returns and enhance overall portfolio quality
 Prudent capital management, diversification of funding sources and extension of debt maturity profile
 Focused on re-weighting its portfolio to an Australian-focused direct property fund
MDPF  Targeted gearing at the lower end of the 40-55% target gearing range
 Complete selected sales of MDPF's co-investments to increase cash reserves and flexibility ahead of the refinance of the
syndicate debt facility maturing in September 2010
MMPT  MMPT to continue with its $49 million equity raising (scheduled to close in late Feb 2010) to fund scheduled debt
repayments, capital expenditure and leasing incentives
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Investors in CHC’s current funds

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wholesale Existing  Existing wholesale-dedicated personnel will remain fully focused on CHC's wholesale funds management business
funds  CHC management views existing wholesale funds as strategically important to the ongoing success of the business
Managing  CHC will maintain appropriate conflicts protocol and processes for all existing and new funds where a conflict may occur
investment  Related party transactions will be managed in the same manner as they have been for CHC’s unlisted funds historically
mandates (since 1997)
between – Best practice processes, involving independent members of the Investment Committees and Boards
funds
– Consistent with high standards expected from CHC's existing wholesale investors
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Section four
Management and Transition
Renmark Plaza, Renmark, SA
(Owned by MCW) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Retail Entitlement Offer

ASX offer documents continued

Investor Presentation dated 12 February 2010

Complementary management expertise

Expanded management and property services capabilities with the combination of the Platform and CHC teams responsible for managing the portfolios
Senior Macquarie staff who have committed to transfer to CHC have an average of 16 years’ industry experience

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David Harrison / David Southon
Joint Managing Directors
Jelte Bakker Cedric Fuchs
Chief Financial Officer Executive Director
Wholesale Investment
MOF MCW Opportunistic Funds Mgmt Unlisted Retail
Funds Mgmt
CEO – Adrian Taylor CEO – Steven Sewell Andrew Glass Michael Winnem CEO – Richard Stacker
Shared services
Asset management Leasing services Corporate finance Finance and treasury Corporate affairs Investor relations
Development services Property management Transactions HR IT Admin & support
Approximately 220 staff in CHC post Acquisition
Senior Macquarie staff committed to CHC via employment contracts
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Staff arrangements

Senior leadership team for each Fund and property service divisions have committed to employment with CHC, including:
MOF CEO, Adrian Taylor
MCW CEO, Steven Sewell
Macquarie Direct CEO, Richard Stacker
Head of US asset management, Paul Sorensen
Offers of employment by CHC to be made to a total of 155 Platform executives
Senior executive packages will include a component of short term and long term incentives
All transferred staff will retain their accrued entitlements and continuity of service
Transitional payments will be paid by Macquarie in two tranches to specified executives conditional on continued employment at CHC
Remuneration of key Fund staff including CEOs and CFOs to be linked to performance of their respective Funds

Charter Hall Group Strategic Acquisition & Equity Raising

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Settlement and transitional arrangements

Economic settlement and transfer of management entities to occur on receipt of institutional offer proceeds
Funds will be re-named
Macquarie representatives on RE Boards to be replaced with CHC representatives
‘Change of control’ implications have been carefully managed to ensure no adverse consequences for Fund unitholders on settlement[1]
Key features of transitional arrangement include where necessary:
Until all relevant consents are obtained, Macquarie retains legal ownership of the Fund REs
Agreements are in place such that management of the Funds will be out-sourced to CHC
Full flow through of management fees and co-investment income to CHC
A Macquarie representative will be permitted to observe all RE Board meetings – no voting rights
Once all consents have been received, full legal ownership of the REs will transfer to CHC

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NOTES:
1. For further information see Appendix E – Key Risks – Specific risks associated with the Acquisition
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Ongoing arrangements with Macquarie

Following CHC’s capital raising, Macquarie will have a strategic investment in CHC – 10% interest acquired at $0.70 per security
Macquarie’s commitment endorses the CHC business model and encourages alignment of interests
CHC has been granted indefinite first rights of refusal over all remaining units held by Macquarie in MOF and MCW
- Macquarie to retain its remaining units in MOF and MCW for at least 12 months
Macquarie to vote its remaining units in-line with CHC on any resolution to remove RE for 12 months
24 month ‘no-compete’ on managing Australian listed real estate funds
18 month global 'no poach' provision for staff
Macquarie to provide a 5 year $50 million debt facility (to be initially drawn to $10 million) secured by CHC’s co-investments in MOF, MCW and MDPF[1]

NOTES:

Secured against CHC’s entire holdings in MOF, MCW and MDPF with no default provisions on covenants

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Retail Entitlement Offer

ASX offer documents continued

Investor Presentation dated 12 February 2010

Integration strategy

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 Macquarie and CHC have developed an integration strategy to assist a smooth transition
 Economic settlement of the acquisition will proceed without any requirement for third party
approvals
 All Macquarie employees required for operation of the Funds to be provided with offers of employment (in excess of
95% of existing staff base)
HR / Employee
incentivisation  All key Fund personnel have committed to transferring employment to CHC
 All staff offered participation in CHC’s short-term incentive plan
 All senior executives offered participation in CHC’s long-term incentive plan
Accounting /  Key finance staff have committed to transferring employment to CHC
Finance  Macquarie to provide assistance to ensure smooth transition of accounting/finance function
 Strategic planning undertaken to ensure efficient implementation of data migration
Systems
 Key Macquarie and CHC IT personnel currently working together to finalise transition plan
 Relevant Platform staff in Sydney, Melbourne, Perth and Brisbane will relocate to existing CHC premises within CHC
Office space managed buildings, providing more effective collaboration
 Property management services business in Sydney to remain in St. Leonards, NSW
 CHC to retain the benefit of existing JV relationships and staff in US and Europe to ensure smooth transition and
Offshore
platform successful implementation of offshore strategy
 Japan platform will continue to be managed on behalf of CHC by Macquarie, as a service provider
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Section five
Financial Information
Allianz Centre, Sydney
(Owned by MOF) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Financial information

Acquisition forecast to deliver estimated FY11 underlying EPS accretion of 18%
Balance sheet gearing[1] decreases to 8.9%
Look through gearing[2] increases to 38.5%
Pro forma NTA decreases from $0.60 to $0.56 per security
Pro forma Net Asset Value increases from $0.60 to $0.66 per security
CHC policy to distribute 70 - 80% of corporate earnings plus actual distributions from coinvestments
Reflects a Combined Group FY11 DPS forecast of 3.94 cps

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CHC EPS impact
CHC standalone underlying EPS
Accretion to FY11 underlying EPS
5.03 cps
+27%
0.77 cps +18%
3.95 cps
4.26 cps
FY10 FY11
NOTES:
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Gearing calculated as debt net of cash divided by total tangible 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

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Sources and uses of funding

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Sources Uses
Entitlement offer $195m Funds management business [2] $108m
Institutional placement [1] $25m MOF co-investment (7.5%) [3] $111m
Macquarie placement $85m MCW co-investment (7.5%) [4] $69m
Macquarie debt facility $10m MDPF co-investment (3.5%) [5] $9m
Transaction costs $13m
Working capital $5m
Total acquisition funding $315m Total use of funds $315m
NOTES:
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Placement sub-underwritten by Gandel Group who has committed to be issued with up to $68 million of the Offer as described on slide 37 2. A further $15 million may be payable subject to an earn-out 3. MOF co-investment purchased at $0.31 per security 4. MCW co-investment purchased at $0.62 per security
MDPF co-investment purchased at $0.54 per security, being a 12.5% discount to NTA as at 31 December 2009

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Retail Entitlement Offer

Investor Presentation dated 12 February 2010

ASX offer documents continued

Transaction funding

Entitlement  Accelerated, fully underwritten, non-renounceable, 2 for 5 entitlement offer Offer  Application price of $0.65 per security, representing a 10.3% discount to CHC’s 5 day VWAP
Institutional  $25 million placement at $0.70 per security Placement  Sub-underwritten by the Gandel Group, who will receive a priority allocation of $14 million in the placement Macquarie  $85 million placement to Macquarie at $0.70 per security Placement  Results in Macquarie holding a 10% strategic interest in CHC following the acquisition Debt facility  $50 million 5 year debt facility provided by Macquarie, drawn to $10 million  A further $15 million may be payable subject to an earn-out
Deferred Payment[1]  Earn-out is payable in the situation that earnings from the MOF and MCW offshore management platform reach a certain threshold

NOTES:

Further detail on the accounting treatment of the deferred payment is provided in the Pro forma Balance Sheet and in Appendix C

Charter Hall Group Strategic Acquisition & Equity Raising

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FY10 and FY11 Forecast Income Statement[1]

	FY10F (pre acquisition)	FY11F (pre acquisition)	Equity raising and	FY11F (post acquisition)
	$m	$m	acquisition adjustments	$m
			$m
Direct net property income (CPRF)	15.3	16.9	-	16.9
Co-investment income	12.4	13.7	15.94	29.6
Total CHPT income	27.7	30.6	15.9	46.5
Development investment income	1.8	4.8	-	4.8
Funds management income	22.6	22.7	36.2	58.9
Property management income	1.8	2.3	10.9	13.2
Other corporate income	1.3	1.0	2.4	3.4
Total CHL income	27.5	30.8	49.5	80.3
Expenses	(21.8)	(24.0)	(35.5)	(59.5)
EBIT	33.4	37.4	29.9	67.3
Net interest expense	(2.2)	(3.4)	(1.5)	(4.9)
Tax expense	-	-	-	-
Minority interest	(3.5)	(4.0)	-	(4.0)
Underlying earnings (post minorities)2	27.7	30.0	28.4	58.4

Weighted average securities on issue for	701.5	705.2	457.1	1,162.4
calculation
Underlying earnings per security (cents)	3.953	4.26	-	5.03
FY11 underlying EPS accretion				18%
Forecast distributions per security (cents)	3.0-3.2	3.41		3.94

NOTES:

FY10 and FY11 Forecast Income Statement should be read together with the notes and assumptions set out in Appendix C
Underlying earnings excludes a number of items including adjustments to investments held at fair values, gains/losses on sale of investments, long term incentives and amortisation of expenses and management rights which are included in AIFRS income
Assuming the Acquisition occurred on 1 April 2010, CHC’s actual FY10 underlying EPS estimate would be 4.1 cps, representing CHC’s standalone forecast for 9 months and the Combined Group’s forecast for 3 months Charter Hall Group

PwC’s scope of work did not include a review of the forecast Co-investment income attributable to the equity investments in the Funds Strategic Acquisition & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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Pro forma Balance Sheet[1]

	31 Dec 2009 (pre acquisition)2	Equity raising and acquisition	31 Dec 2009 (pro forma post
	$m	adjustments3	acquisition)
		$m	$m
Assets
Cash	23.1	5.3	28.4
Direct property (CPRF)	244.2	-	244.2
Indirect property investments	232.4	246.54	478.9
Other tangible assets	87.0	-	87.0
Intangible assets	0.0	119.35	119.3
Total Assets	586.7	371.1	957.8
Liabilities
Borrowings	90.2	10.0	100.2
Other liabilities	27.5	11.36	38.8
Total Liabilities	117.7	21.3	139.0
Net assets attributable to minority interest	(51.7)	-	(51.7)
Net Assets of CHC securityholders	417.3	349.8	767.1
Balance sheet gearing7	11.9%	-	8.9%
Look-through gearing8	33.5%	-	38.5%
Total securities on issue9	700.3	457.1	1,157.4
Net tangible assets (cps)	59.6	-	56.0

NOTES:

Pro forma Balance Sheet should be read together with the notes and assumptions set out in Appendix C
Reflects the unaudited CHC balance sheet as at 31 December 2009
Adjustments are calculated as if the equity raising and Acquisition occurred on 31 December 2009 and reflect a preliminary purchase price allocation as outlined on page 53 4. Represents CHC's equity investments in MOF, MCW and MDPF which are accounted for under the equity method as associates and are initially recorded at cost and subsequently written up to NTA as a fair value adjustment
Represents preliminary fair value attributed to the domestic and offshore management platform. Management rights with indefinite useful economic lives will not be amortised, but subject to impairment testing. Management rights with limited useful economic lives will be amortised over those lives.
Relates to present value of the $15m deferred consideration which is subject to an earn-out
Calculated as debt net of cash divided by total tangible assets net of cash Charter Hall Group

35

Calculated by incorporating CHC’s proportional share of assets and debt of the funds in which it co-invests Strategic Acquisition & Equity Raising 9. Excludes LTI securities

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

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Section six
The Offer
One California Plaza, California
(Owned by MOF) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Retail Entitlement Offer

ASX offer Investor Presentation dated 12 February 2010 documents continued

Entitlement Offer and Institutional Placement

Total Offer of $220 million
Fully underwritten by Goldman Sachs JBWere and Macquarie Capital Advisers

Entitlement Offer

2 for 5 accelerated, non renounceable entitlement offer to raise $195 million
Issue price of $0.65 per security represents:
- 13.9% discount to last close
- 10.3% discount to 5-day VWAP
Forecast FY11 EPS yield of 7.7%

Institutional Placement

  - $25 million institutional placement

  - Issue price of $0.70 per security represents:

     - 7.3% discount to last close

  - 3.5% discount to 5-day VWAP

  - $14 million priority allocation to the Gandel Group as outlined below

  - Forecast FY11 EPS yield of 7.2%

Gandel Group has committed to be issued with up to $68 million of the Offer comprising:
- $24 million pro rata entitlement
- $14 million priority allocation in the institutional placement
- $30 million sub-underwriting commitment to be split across institutional placement and entitlement offer, subject to investor demand
New securities rank equally with existing securities
Charter Hall Group Strategic Acquisition & Equity Raising

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

Offer Timetable

Event	Date
Trading Halt	11 February 2010
Institutional Offer opens	12 February 2010
Institutional Offer closes	3.30pm (AEDT), 12 February 2010
Institutional allocations advised and trading resumes	15 February 2010
Record Date for determining Entitlements for the Entitlement Offer	7.00pm (AEDT), 16 February 2010
Retail Entitlement Offer opens	18 February 2010
Early Acceptance Date for the Retail Entitlement Offer	5.00pm (AEDT), 25 February 2010
Settlement of Institutional Offer and Early Acceptances for Retail Entitlement Offer	26 February 2010
Allotment for Institutional Offer and Early Acceptances for Retail Entitlement Offer	1 March 2010
Trading commences for new securities allotted under Institutional Offer and Early Acceptances for	1 March 2010
Retail Entitlement Offer
Retail Entitlement Offer closes	5.00pm (AEDT), 5 March 2010
Final retail allotment	16 March 2010
Trading commences for new securities allotted in the final retail allotment	17 March 2010

NOTES:

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

Charter Hall Group Strategic Acquisition & Equity Raising

38

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

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Section seven
Summary
Citigroup Centre, Sydney, NSW
(Owned by MOF) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Summary

CHC has agreed to a strategic acquisition of a funds management platform and co-investment holdings
$108 million representing 7.7x FY11 EBIT multiple for the management business
$189 million representing 23% discount to NTA for the co-investment holdings
High quality, well staffed platform combines continuity of management with the capability and experience of CHC
The Acquisition positions CHC as one of Australia’s largest specialist real estate fund managers
AUM scale and diversity significantly enhanced
Improved earnings mix with increased contribution from recurring income
Diversification of CHC’s equity sources – provides access to listed equity and significantly increases exposure to core funds
Forecast to deliver FY11 underlying EPS accretion of 18%
Two major investors have demonstrated support for CHC and the Acquisition
Macquarie to take part of its consideration for the management business as CHC equity - representing a 10% strategic interest in CHC
Strong support from existing strategic investor, Gandel Group, who has committed to be issued with up to $68 million

Charter Hall Group Strategic Acquisition & Equity Raising

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

Retail Entitlement Offer

ASX offer Investor Presentation dated 12 February 2010 documents continued

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Section eight
Appendices
No.1 Martin Place, Sydney, NSW
(Joint owned by MOF and MMPT) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Appendix A Overview of MOF

MOF owns a high quality portfolio of office buildings typically located in major CBDs across the US, Australia, Europe and Japan
Over the last year MOF has undertaken a number of capital management initiatives, including:
Asset Sales : January 2010 sale of Frankfurt property for $61.7m (representing a cap rate of 6.5%), taking total asset sales to over $522m since December 2008
– Debt Refinancing : September 2009 refinance of $570m CMBS facility, taking total debt repayment and refinance since June 2008 to $1.8bn

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Key Metrics
Current unit price [1] $0.295
Market capitalisation [1] $1.4bn
FY11 consensus EPS [2] 3.2cpu
FY11 consensus DPS [2] 2.2cpu
FY11 DPS yield 7.5%
Portfolio overview [4 ] (as at 31 Dec 09)
Number of properties 38
Portfolio value $4.1bn
Weighted average cap rate 7.76%
Weighted average lease expiry 4.6 years
Occupancy 92%
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Capital Raising : January 2009 entitlement offer and placement raising $508m

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Debt maturity profile Asset quality [3] Geographical diversification [3]
Europe Japan
$1,047m B grade Premium 8% 2%
20% 24%
$475m
$370m
$266m A grade United Australia
$94m - $89m 56% States46% 44%
FY10 FY11 FY12 FY13 FY14 FY15 FY16+
Charter Hall GroupStrategic Acquisition & Equity Raising 1.2.3. Source: IRESS as at 10 February 2010Source: Bloomberg as at 10 February 2010 – reflects recent broker reportsAs at 31 December 2009 42
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Debt maturity profile
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Appendix A

Overview of MCW

MCW invests predominantly in grocery-anchored shopping centres located throughout Australia, New Zealand, Europe and the US
Over the last year MCW has undertaken an asset sale program to reduce gearing, enhance balance sheet strength and reweight its portfolio towards Australia and New Zealand
Significant asset sales include the sale of a US portfolio of US$1.3bn (representing ~ 80% of its US portfolio), with total completed and contracted assets sales of $2.3bn during FY09

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Key Metrics
Current unit price [1] $0.61
Market capitalisation [1] $893m
FY11 consensus EPS [2] 5.4cpu
FY11 consensus DPS [2] 4.6cpu
FY11 DPS yield 7.5%
Portfolio overview (as at 31 Dec 09)
Number of properties 219
Portfolio value $2.0bn [3]
Weighted average cap rate 8.15%
Weighted average lease expiry 5.9 years
Occupancy 96%
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Debt maturity profile
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$430m
$364m
$207m
$140m
$38m
FY10 FY11 FY12 FY13 FY14+
Charter Hall Group
Strategic Acquisition & Equity Raising
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Geographical diversification [4]
Europe Australia
20% 44%
United
States New
33% Zealand
3%
1. Source: IRESS as at 10 February 2010
2.3. Source: Bloomberg as at 10 February 2010 – reflects recent broker reportsExcludes JV2 portfolio 43
4. As at 31 December 2009
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Appendix A

Overview of MDPF

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 MDPF is an open ended, unlisted fund investing in Key Metrics (as at 31 Dec 09)
a portfolio of direct property, unlisted wholesale NTA per unit $0.62
funds and listed property securities Balance sheet gearing 46%
 Portfolio is comprised of: Number of direct Portfolio overview properties [1 ] (as at 31 Dec 09) 10
– 9 Australian office assets Portfolio value $485.6m
– 1 Japanese logistics asset Weighted average cap rate (Aust) 8.6%
– Interests in 3 wholesale funds: 2 with Asian OccuWeighted averapancy ge lease expiry 5.0 y92%ears
mandates and 1 with an Australian mandate
– A portfolio of listed A-REIT securities
 MDPF has 2 debt facilities maturing in FY11
– Targeting renewal of $183m syndicate facility
– Seeking to replace $46m debt secured against 200
Queen St, Melbourne
Debt maturity profile Asset type [1] Geographical diversification [1]
Direct Australia
$229m property 89%
85%
A-REIT China
portfolio 3%
4%
Hong
Kong
Wholesale 5%
- - - - funds Japan
FY10 FY11 FY12 FY13 FY14+ 11% 3%
Charter Hall Group 1. As at 31 December 2009
44
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Retail Entitlement Offer

ASX offer documents continued

Investor Presentation dated 12 February 2010

Appendix A

Overview of MMPT

MMPT is an unlisted property trust established in 2002 to acquire a 50% interest in the office tower and car park located at No. 1 Martin Place, Sydney in joint venture with MOF
No. 1 Martin Place is an A-grade office building 100% leased to ASIC (tenancy due to expire June 2010), Secure Parking and Macquarie Group Limited (tenancies due to expire Dec 2014)

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Debt maturity profile
$95m
- $6m - -
FY10 FY11 FY12 FY13 FY14+
Charter Hall Group
Strategic Acquisition & Equity Raising
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Key Metrics (as at 31 Dec 09)
NTA per unit $0.92
Balance sheet gearing 45.5%
Portfolio overview (as at 31 Dec 09)
Number of properties 1
Portfolio value $221.1m
Weighted average cap rate 6.80%
Weighted average lease expiry 4.1 years
Occupancy 100.0%
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Asset type [1] Geographical diversification [1]
Office Australia
100% 100%
1. As at 31 December 2009
45
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Appendix A

Overview of MPIF

Established in June 2003, MPIF is an open-ended, property securities fund
MPIF’s underlying investments provide exposure to over 1,700 underlying property investments across the retail, office and industrial sectors in Australia and offshore
MPIF’s investment is run on a multi-manager basis to reduce manager risk, whilst improving long term return potential

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Asset allocation (by fund) [1]
Macquarie
PSF Credit
29.6% Suisse PF
49.6%
Cash
0.7%
Macquarie
True Index
LPF
20.1%
Charter Hall Group
Strategic Acquisition & Equity Raising
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	NTAper unit Key Metrics(as at 31 Dec 09)	$0.13
	Balance sheet gearing Assets Under Management Portfolio overview(as at 31 Dec 09) Underlyinginvestments	37.5% $14.6m
	- Macquarie PropertySecurities Fund	29.6%
	- Macquarie True Index Listed PropertyFund - Cash - Credit Suisse PropertyFund	20.1% 0.7% 49.6%

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Asset allocation (by security) [1]
Cash / Other
17%
WDC
43%
GPT
5%
DXS
6%
MGR
7%
CFX SGP
8% 14%
1. As at 31 December 2009 46
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Appendix A

Overview of Asset Services business

Macquarie Asset Services Limited (“ MASL ”) provides a full range of asset and property management services to maximise real estate performance and investor returns
Subcontracts MREMS to provide certain property and financial management services to MCW and MOF
Subcontracts with third parties for the provision of services to MDPF

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Acquisition services Development management
Acquisition coordination Site identification, procurement & bid structuring
Due diligence Feasibility analysis
Facilities management review ACQUISITIONS DEVELOPMENT Market analysis
OH&S review Concept reviews
MASL
SERVICE Asset management
DELIVERY Property management
Disposal services DISPOSALS MANAGEMENTASSET Development managementFacilities management
Coordination
Occupational health and safety
Negotiations
Utilities and insurance procurement
Vendor due diligence
Retail leasing, new leasing and renewal
Centralised lease administration
Charter Hall Group
47
Strategic Acquisition & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Appendix A

Overview of Property Management business

Macquarie Real Estate Management Services (“ MREMS ”) provides property management, facilities management, financial management and leasing services, primarily to MCW
MREMS is a subsidiary of MASL and has 68 staff across 12 locations throughout Australia (head office in St. Leonards, NSW)
Macquarie has invested heavily in the establishment of this business since its establishment in 2006
Business concept, design and establishment driven predominantly by current CEO of MCW
Higher standards and cost savings delivered by a dedicated and focused team

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Revenue by service [2] Revenue by client [2]
Property & Facilities
State # locations # staff Management
80%
S/NSW, ACT, VIC, TAS [1] 3 38
MCW
N/NSW and QLD 4 17 95%
SA 1 1 MREI
WA 4 12 Leasing 1%
TOTAL 12 68 7% MOF & MDPF
4%
Financial & Data
Management
13%
1. Includes head office in St Leonards, Sydney
Charter Hall Group 2. Forecast for year ending 31 March 2010
48
Strategic Acquisition & Equity Raising
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Retail Entitlement Offer

ASX offer Investor Presentation dated 12 February 2010 documents continued

Appendix B

Fee Structures

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 Base management fee: 0.45% p.a. of gross assets up to $1bn and 0.40% p.a. > $1bn Fee streams include:
MOF  Performance fee: 5% of the total outperformance (relative to the Office Property Trust  Development management (%
Accumulation Index) and an additional 15% of outperformance in excess of 2% p.a. of contract price)
 Total fees capped at 0.80% p.a. of gross assets  Project management (% project
value)
MDPF  Base management fee: 0.7% of gross assets for retail investors, 0.5% of gross assets for wholesale investors  Major tenant leasing / rent reviews (% of year 1 income
 Performance fee: 20% of outperformance relative to the Mercer Unlisted Property Fund Index plus flat lease administration
fee)
 Base management fee: 3.6% of the total net income of the trust after all property outgoings  Acquisitions and disposals (%
MMPT  Performance fee includes: 2% of the net proceeds from the sale of the Trust’s interest in the purchase / sale price)
Property  Due diligence (% purchase
price)
 Base management fee: 0.89% p.a of the value of the assets of the trust  Property financial management
MPIF  Performance fee: 12% of outperformance over benchmark hurdle capped at 0.9% of daily gross  Energy procurement
assets
 Base management fee: 0.45% p.a. of gross assets up to $700m and 0.40% p.a. > $700m
MCW  Performance fee: 5% of the total outperformance (relative to the Retail Property Trust
Accumulation Index) and an additional 15% of the outperformance in excess of 2% p.a.
 Total fees capped at 0.80% p.a. of gross assets
Property management
 Fee structures in place for services provided including:
 Property management (% of gross income)
 Facilities and data management (flat fee per fit-out)
 Leasing (% of year 1 income plus flat lease administration fee)
 Financial management (fixed annual fee per building, plus fixed annual fee per tenant)
Charter Hall Group
49
Strategic Acquisition & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Asset services
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Appendix C

Financial Information

The Financial Information on slides 34 and 35 has been prepared in accordance with the CHC accounting policies set out in the 2009 CHC Annual Report
The Financial Information is presented in an abbreviated form and does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act
The Financial Information has been prepared in accordance with the recognition and measurement principles and other authoritative pronouncements of the Australian Accounting Standards Board
The Financial Information consists of: – The CHC standalone forecast Consolidated Income Statement for the years ending 30 June 2010 and 30 June 2011
The Combined Group forecast Consolidated Income Statement for the year ending 30 June 2011, however PwC’s scope of work did not include a review of the forecast Co-investment income attributable to the equity investments in the Funds
The Pro forma Balance Sheet consisting of the CHC Consolidated Balance Sheet as at 31 December 2009, adjusted for the pro forma transactions set out on slides 50 and 51 as if those transactions had occurred on 31 December 2009
Potential securityholders are advised to review the assumptions and Financial Information and make their own independent assessment of the future performance and prospects of the Combined Group
Charter Hall Group Strategic Acquisition & Equity Raising

 Securityholders should refer to Macquarie, MOF, MCW and CHC’s financial reports and related announcements on the ASX website (www.asx.com.au) should they wish to review more detailed financial disclosures and commentary on historical financial information

Pro forma adjustments to the Balance Sheet

The pro forma Balance Sheet on slide 35 shows the effect of the Acquisition and Equity Raising as if they had occurred on 31 December 2009

 The acquisition of the management business is accounted for as a Business Combination in accordance with AASB3 and the acquired assets and liabilities will be consolidated with CHC’s existing business on an item by item basis

Accounting for the management business – Assets and liabilities have been recorded at a preliminary assessment of their fair value
$119.3 million has been allocated to identifiable intangible assets and goodwill which comprise management rights of indefinite life
- A liability of $11.3 million represents CHC’s estimate of the present value of the $15.0m deferred consideration payment
Accounting for the Co-investments
Co-investments have been initially recorded at cost of $189 million and then adjusted to reflect the Fund’s NTA at 31 Dec 2009
This has resulted in an uplift of $57.5 million which will be included in the net fair value adjustments amount in the Combined Group’s FY10 AIFRS income statement (but not reflected in underlying earnings)

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

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Appendix C

Financial Information

Pro forma adjustments include: – Receipt of $305 million proceeds from the issue of 457 million securities through the Equity Raising
Equity raising expenses and write off of Acquisition costs resulting in a reduction in net assets of $13 million

Best-estimate Assumptions

The pro forma Balance Sheet and forecast Income Statements are based on the following best-estimate assumptions in relation to future events and actions

Net property income

Comprises rental income from CPRF and recoverable outgoings charged to tenants less property expenses
The main assumptions underlying the net property income are: – Income increases in accordance with lease provisions. Rental receipts have increases of between 3% and 4% per annum during the forecast period
Allowances have been made for leasing costs, vacancy periods and lease incentives during the forecast period.
There are no tenant defaults during the forecast period
– Property expenses have been forecast based on the existing contracts, assumptions for future costs and are assumed to increase by CPI each year, which is assumed to be 3.5%
Co-investment income  Co-investment income is based on CHC management's forecast of CHC's share of earnings in each of MOF, MCW and MDPF

Development investment income

Development investment income is based on CHC's management's estimate of CHC's share of earnings in each of CHOF4 , CHOF5 and CIP

Funds management income

Base management fees payable to CHC are linked to the value of the gross assets. Base management fees have been calculated assuming that the value of gross assets remains constant at the values as at 31 December 2009, except for assumed acquisitions of $340 million in FY11 in the Funds
Performance fees - There are no performance fees assumed to be payable
Development management fees are largely based on identified projects assuming project values based on management feasibility studies
Leasing fees are based on projected levels of lease expiries and associated renewals. Further leasing fees are linked to new developments forecast to be leased up during the forecast period. Leasing fees are only assumed to be generated from Australian assets

Property management fees

Linked to gross property income and recovery of estimated costs. Income increases in accordance with growth in property income of approximately 7% from FY10 to FY11

Transaction fees

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Strategic Acquisition & Equity Raising
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 Based on fees generated from the identification, negotiation and settlement of forecast acquisitions of investment properties within CHC, MOF and MCW in FY11 51 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Appendix C

Financial Information

Expenses Foreign exchange  Expenses comprise employment related costs, accommodation  The Financial Information is based on the foreign exchange forward curves as at 2 Feb 2010. costs and other operating expenses. Costs have been forecast based on proposed offers of employment for the Platform staff,  The following exchange rates are applied for the Balance Sheet as at Dec-09 : contracted or market rates of rent and estimates for other AUD/USD 0.8992 operating costs based on CHC’s current costs AUD/EUR 0.6275
Platform expenses are forecast to increase by 3% from FY10 to AUD/NZD 1.2370 FY11 AUD/JPY 80.1850
Interest expense  Average exchange rates for the 3 forecast months of the FY10 P&L:  Interest expense includes margins and is calculated using AUD/USD 0.8723 forward curves as at 2 Feb 2010 and includes the impact of any AUD/EUR 0.6263 hedges in place AUD/NZDAUD/JPY 79.22201.2426
Taxes  Average exchange rates for the 12 forecast months of FY11 P&L:  The actual future effective tax rate may vary as it will depend on AUD/USD 0.8508 the relative proportion of earnings derived in each of the AUD/EUR 0.6119 jurisdictions the Combined Group will operate in AUD/NZD 1.2376
Minority interest AUD/JPY 77.0094  Minority interest relates to the 34% of CPRF that is not owned by CHC Fair value adjustments  There are no future revaluations of changes in fair value or investment properties or movements in the market values of derivatives assumed as CHC do not believe there is any reasonable basis to make forecasts in relation to future interest rates, capitalisation rates, property yields or general market conditions, all of which are outside CHC’s control

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52
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Retail Entitlement Offer

ASX offer documents continued

Investor Presentation dated 12 February 2010

Appendix C

Financial Information

Purchase price allocation

Accounting Standard AASB3 “Business Combinations” requires CHC to allocate the Acquisition consideration by recognising the assets (including identifiable intangible assets), liabilities and contingent liabilities of the management business at their fair values at Completion
Any differences between the Acquisition consideration and net fair value of identifiable assets and intangible assets, liabilities and contingent liabilities of the management business is accounted for as goodwill
Recognised identifiable intangible assets with finite lives (e.g. contracts, management rights) are amortised over their estimated useful economic lives. The goodwill and identifiable intangible assets recognised will be subject to periodic impairment testing
The preliminary allocations of the Purchase Price have resulted as follows:
Assets and liabilities have been recorded at a preliminary assessment of their fair value
Identifiable intangible assets and goodwill of $119.3 million recognised; and
Liability of $11.3 million representing CHC’s estimate of the present value of the earn-out payable in relation to the offshore platform
Australian Accounting Standards allow a period of twelve months from Completion to finalise the Purchase Price allocation and it is likely that the final Purchase Price allocation will be different to the preliminary Purchase Price allocation
Charter Hall Group Strategic Acquisition & Equity Raising

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Appendix C

Sensitivity analysis

 The financial performance and position of CHC will be impacted by changes in key variables as follows:

		Dec 09 pro forma	Dec 09 pro forma
	FY11F underlying	balance	look through	Dec 09 pro forma
	EPS (cents)	sheet gearing	gearing	NTA (cents)
Base case	5.03	8.86%	38.53%	56.0
A$ weakens 5% against the Platform foreign exchange rates	5.10	8.79%	38.64%	56.5
A$ strengthens 5% against the Platform foreign exchange rates	4.96	8.93%	38.43%	55.5
50bps cap rate expansion in Platform AUM	4.91	9.19%	39.50%	53.5
50bps cap rate contraction in Platform AUM	5.16	8.51%	37.49%	58.8
50bps increase in Platform base interest rates	4.99
50bps decrease in Platform base interest rates	5.06

NOTES:

The Platform’s MTM derivative assets and liabilities are held constant (at 31 Dec 09 position) in the above analysis

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Appendix D

Key Macquarie Staff

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 Chief Executive Officer and alternate director for MOF
Adrian industry: 18Years in  Adrian sets the overall strategy and objectives for MOF in conjunction with the board and guides the portfolio
Taylor Years at management, capital transactions, marketing and trust management teams to execute MOF’s strategy
Macquarie: 14  Adrian has been instrumental to the management of MOF over the past 13 years, and has been extensively
involved in structured debt, equity and hybrid capital raisings, and MOF’s overall financial management
 Chief Executive Officer for MCW
 Steven has been part of the MCW team for seven years, joining as chief operating officer in 2003 prior to his
Steven industry: 11Years in appointment as CEO in September 2006
Sewell Years at  Steven is responsible for overseeing the operations and strategy of the Trust and leads a multi functional team
Macquarie: 7 across asset and development management of the global portfolio
 Steven led MCW’s first European investments, established the Property Management Services company and
was instrumental in the recent repositioning of MCW to focus on domestic market via Asset disposals.
Years in  Chief Executive Officer of unlisted funds, MDPF, MMPT and MPIF
Richard industry: 11  Richard has over 19 years experience in accounting, risk management, property finance and funds
Stacker Years at management
Macquarie: 6  Prior to joining Macquarie, Richard was a General Manager with Lend Lease Corporation Limited
 Head of Portfolio Management for MOF’s North American portfolio
SorensenPaul industry: 25Years at Years in  Based in Chicago, Paul oversees all aspects of portfolio and asset management including acquisitions, disposals, refinancing, property management and leasing
Macquarie: 3  Paul has extensive real estate and funds management experience and previously held senior management
positions with Equity Office Properties and Jones Lang LaSalle in the US
Years in  John has been responsible for the administration of Macquarie’s listed property trusts during the last 13 years
John industry: 15 and has during part of this period filled the roles of company secretary and alternate director.
Wright Years at  John has extensive industry experience and operational funds management skills, with over 30 years
Macquarie: 13 experience in chartered accounting, investment banking and funds management
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Appendix E

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Key risks
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 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 global 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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Appendix E Key risks

General risks affecting CHC (continued)
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.

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Appendix E

Key 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 court 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.

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Appendix E Key risks

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 Specific risks associated with the Acquisition
– Completion risk : Completion of the transfer of the shares in the management entities being acquired by CHC are subject to a number of
conditions beyond CHC’s direct control that may prevent or delay such transfer, including a number of change of control consents and regulatory
requirements. It is possible that these consents or satisfaction of these requirements may be substantially delayed, not be forthcoming or subject
to material conditions. A delay in any transfer would extend the term of the relevant transitional services fee (see Transitional Structure risk).
– Reliance on information provided: Information regarding the Platform has been derived from limited audited and unaudited financial
information and other information made available by or on behalf of Macquarie during the due diligence process conducted by CHC in
connection with the Acquisition. While CHC has conducted due diligence on the Platform and prepared a detailed financial analysis in order to
determine the attractiveness of those businesses, CHC is unable to verify the accuracy or completeness of the information provided to it by or on
behalf of Macquarie and there is no assurance that this due diligence was conclusive and that all material issues and risks in relation to the
Acquisition and the Platform have been identified. To the extent that this information is incomplete, incorrect, inaccurate or misleading, or the
actual results achieved by the Platform are weaker than those indicated by CHC’s analysis and forecasts, there is a risk that the profitability and
future results of the operations of the Combined Group may differ from CHC’s expectations.
– Reliance on forecasts: In addition to the potential that the information provided by the Macquarie and relied upon was incorrect, it is possible
that analysis undertaken by CHC and the best estimate assumption draws conclusions and forecasts which are inaccurate due to flawed
methodology and/or misinterpretation of economic circumstances.
– Assumption of the Platform’s liabilities: On Completion, CHC will assume the liabilities of the Platform, including legal and regulatory
liabilities, against which it may not be adequately indemnified. While documentation in relation to the Acquisition contains a number of
representations, warranties and indemnities, these indemnities may not be sufficient to cover the actual loss suffered in connection with any
known or unknown liabilities of the Platform. The result is that representations and warranties may not cover all risks, and that CHC may not be
able to recover any or sufficient funds from Macquarie under the indemnities. Any material unsatisfied claims could adversely affect the
Combined Group’s business, results of operations or financial condition and performance.
– Replacement of responsible entities: The responsible entities of MOF, MCW, MDPF, MMPT and MPIF, may be removed as responsible entity
by the unitholders of those Funds in accordance with the Corporations Act. If that was to occur, CHC would no longer obtain the management
fees payable to the responsible entity of the relevant Fund (the fees would instead be paid to the replacement responsible entity). There can be
no assurance that unitholders in these Funds will not seek to replace one or more of the responsible entities. If one or more of the responsible
entities is replaced, there is a risk that the profitability and future results of the operations of the Combined Group may differ from CHC’s
Charter Hall Group expectations.
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Appendix E
Key risks
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 Specific risks associated with the Acquisition (continued)
– Change of control risk: Some of the contracts that entities within the Platform are a party to contain change of control clauses which may
entitle the counterparty to terminate the contract upon Completion. The Acquisition documentation contains conditions precedent that require
that all relevant change of control consents be obtained before Completion can occur. Macquarie may also need to obtain approvals from third
parties before it is able to assign to CHC certain contracts to which it is a party. If any such consents or approvals are not able to be obtained,
this could prevent CHC from purchasing some of the assets or businesses that it proposes to acquire and/or result in the Combined Group
losing the benefit of the relevant contract, permit or licence, any of which could adversely affect the Combined Group’s business, results of
operations or financial condition and performance.
– Integration risk: The Acquisition involves the integration of businesses that have previously operated independently. The long term success of
the Combined Group will depend, in part, on the success of integration of the Platform and CHC’s current operations. The integration process
will involve, among other things, coordinating geographically separated organisations, integrating complex information technology systems,
integrating personnel with diverse business backgrounds and combining different corporate and workplace cultures. There is an inherent risk
that the integration of a recently acquired business may encounter unexpected challenges or issues. The process of integrating operations
could, among other things, divert management’s attention, interrupt or lose momentum in the activities of one or more of the businesses and
could result in the loss of key personnel. Any of these outcomes could have an adverse effect on the Combined Group’s business, results of
operations or financial condition and performance.
– Transitional Structure: During the period prior to transfer of the shares in the management entities of the Platform those entities will continue to
be owned by Macquarie. Under the Transitional Services Deeds, each of those entities appoints CHC to provide it with management services in
respect of the relevant underlying Funds. In return, the entity will pay CHC the fees to which it is entitled from those Funds. Risks associated
with this Transitional Structure include the fact that one or more of the Transitional Services Deeds may be terminated (including upon the
unitholders replacing the management entity).
– Key Personnel: Key management personnel currently employed by Macquarie who provide management services to the entities, and who
receive offers of employment from CHC, may either not accept those offers, or otherwise resign their employment during the transitional period,
resulting in a loss of management expertise.
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Appendix E Key risks

Specific Risks for the Combined Group
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 of 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 $44 million relating to deferred equity investments in CHOF 5, CPOF and CPIF, which will need to be funded in the event the equity is called. In addition, CHC has committed to up to $15 million for a cornerstone investment in the CHC-managed 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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Appendix E

Key risks

 Specific Risks for the Combined Group (continued)

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 that change in value does not impact on CHC’s underlying earnings or distributions, it does impact on CHC’s net profit after tax. In addition, a change in CHC’s gross asset value will impact the management fee income earned and in turn, 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.

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Appendix E

Key risks

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 Specific Risks for the Combined Group (continued)
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– 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.
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Appendix F

Jurisdictions

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 United Kingdom
– This document is being distribution on a confidential basis only to persons who (a) 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 (the Order) or (b) such persons to whom it may otherwise be
lawfully communicated (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). Persons distributing this document must
satisfy themselves that it is lawful to do so. 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.
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 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 United States (U.S.) 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 and none of Charter Hall Limited, CHFML, Charter Hall Property Trust or Charter Hall Group has been or will be registered under
the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”) and, therefore, the securities in the proposed offering may not be
offered or sold in the United States or to, or for the account or benefit of any, U.S. Person except (1) in compliance with the registration requirements of the
Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States or pursuant to an exemption from, or in a transaction
not subject to, such registration requirements and (2) in transactions that will allow Charter Hall Group to qualify, and to continue to qualify, for the exception
provided by Section 3(c)(7) of the Investment Company Act.
– By accepting this presentation you agree to be bound by the foregoing limitations.
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Appendix F 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.
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.
– In accordance with relevant New Zealand securities laws, a person who, on the Record Date was registered as a holder of Securities with a New Zealand address but who, at the time of this Offer, no longer holds securities, is not eligible to participate in this Offer
– You warrant that: • (i) You are not: (a) a member of the public in New Zealand (on the expression is used in the New Zealand Securities Act 1978) or (b) acquiring the Securities with a view to offering them for sale to members of the public in New Zealand;
Charter Hall Group • (ii) If in the future you elect to sell any Securities that you acquire under this Offer you undertake not to do so in a manner that will, as is likely to, result in the sale of the securities being subject to the New Zealand Securities Act 1978 or may result in Charter Hall or its Directors incurring any liability 65 Strategic Acquisition & Equity Raising whatsoever. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Appendix F Jurisdictions

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 be made, 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:

(a) 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; (b) at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (c) 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; (d) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or (e) 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 (a 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: (a) 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 (b) 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 Strategic Acquisition & Equity Raising

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

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Appendix F Jurisdictions

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 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 CHL,
CHL Shares, CHPT, Trust Units, Securities or the 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 in accordance with the regulations of the Swiss Financial
Market Supervisory Authority FINMA (FINMA). Neither the Trust, nor the Securities nor the Entitlements are authorized by or registered with FINMA under the
CISA. Therefore, investors do not benefit from protection under the CISA or supervision by FINMA.
 The Netherlands
– The Securities and Entitlements described herein may not, directly or indirectly, be offered or acquired in The Netherlands, and this document may not be
circulated in The Netherlands as part of an initial distribution or at any time thereafter, except
• to qualified investors (gekwalificeerde beleggers) within the meaning of Section 1:1 of the Dutch Financial Markets Supervision Act (Wet op het
financieel toezicht), as amended from time to time; and/or
• to investors who acquire the Securities and Entitlements against a minimum consideration of EUR 50,000 or the equivalent thereof in another currency.
– The Issuer has not been registered for public offer or distribution in The Netherlands and the Issuer is not licensed under the Dutch Financial Markets Supervision
Act. Consequently, the Issuer is not subject to the prudential and conduct of business supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.) and
the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).
 France
– Prospective investors are informed that no prospectus (including any amendment, supplement or replacement thereto) has been or will be prepared in connection
with the offering of the Securities and Entitlements that has been approved by the Autorité des marchés financiers or by the competent authority of another State
that is a contracting party to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers. No prospectus subject to the
approval (visa) of the French Market Authority (Autorité des Marchés Financiers) has been, or will be, prepared in connection with the Securities.
– The Securities and Entitlements are not issued in the French Republic and the Securities and Entitlements may not be offered or sold nor will be offered or sold
to the public in the French Republic and neither this document nor any other material or other material or information relating to the Securities may be released,
issued or distributed, caused to be released, issued or distributed, to the public in France, or used in connection with any offering of the Securities to the public in
France, except that the Securities and Entitlements may be offered exclusively to(i) persons licensed to provide the investment service of portfolio management
for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pourcompte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, all as defined and in accordance with Article L. 411-1 and L. 411-2 of the French Code Monétaireet
Financier and applicable regulations thereunder.
– Prospective investors are informed that (i) such prospective investors may only take part in the transaction solely for their own account, as provided in Articles D.
411-1, D. 411-2, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier and (ii) the Securities and Entitlements may not be further
distributed, directly or indirectly, to the public in the French Republic otherwise than in accordance with Article L. 411-1, L. 411-2, L. L. 412-1 and L.621-8 to L.
621-8-3 of the French Code Monétaire et Financier and applicable regulations thereunder.
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Charter Hall Group 67 Strategic Acquisition & Equity Raising NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Appendix F

Jurisdictions

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 Ireland
– This document and any other materials in connection with the Offer relating to Ireland do not constitute a prospectus within the meaning of Part 5 of the
Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland. No offer of securities to the public is made, or will be made, that requires the
publication of a prospectus pursuant to Irish prospectus law (within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous Provisions Act
2005 of Ireland) in general, or in particular pursuant to the Prospectus (Directive 2003/71/EC) Regulations2005 of Ireland.
– This document has not been approved, reviewed or registered with the Irish Financial Services Regulatory Authority. This document does not constitute
investment advice or the provision of investment services within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007
of Ireland (as amended) or otherwise. The Issuer is not an authorised investment firm within the meaning of the European Communities (Markets in Financial
Instruments) Regulations 2007 of Ireland (as amended) and the recipients of this document should seek independent legal and financial advice in determining
their actions in respect of or pursuant to this document.
– This document and the information contained herein are private and confidential and are for the use solely of the person to whom this document is addressed. If
a prospective investor is not interested in making an investment, this document should be promptly returned. This document does not, and shall not be deemed
to, constitute an invitation to the public in Ireland to purchase interests in the Trust. No person receiving a copy of this document may treat it as constituting an
invitation to them to purchase interests in the Trust or a solicitation to anyone other than the addressee.
– This document has not been approved by the Irish Financial Services Regulatory Authority. The Trust has not been authorised and is not supervised by the Irish
Financial Services Regulatory Authority. Accordingly, no action will be taken by the Trust, the Trust manager or its placement agent(s), and no units in the Trust
may be offered or sold in Ireland, in circumstances which would open the Trust to participation by the public in Ireland (within the meaning of Section 9 of the Unit
Trusts Act 1990 of Ireland).
 Italy
– This document is solely intended for the individuals to who it is delivered and may not be considered or used as an to whom it is delivered and may not be
considered or used as an offering of new securities in the meaning of, and for the purposes of, Section 42 and Section 93-BIS and seq. of legislative decree No.
58 of 24 February 1998, as subsequently amended.
– In addition, any person who is in possession of this document understands that the company has not been and will not be authorised by the Bank of Italy to offer
the Securities or Entitlements to Italian residents pursuant to Section 42 of legislative decree No. 58 of 24 February 1998.
– Accordingly, the Securities and Entitlements may not be offered, sold or delivered and neither this document nor any offering material relating to the Securities or
Entitlements may be disturbed or made available to Italian residents. This document cannot be construed as a solicitation by any person to investor in Italy to
subscribe for the Securities or Entitlements.
– Individual sales of the Securities or Entitlements to any person in Italy may only be made according to Italian securities, tax and other applicable laws and
regulations.
Charter Hall Group
68
Strategic Acquisition & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Retail Entitlement Offer

ASX offer Investor Presentation dated 12 February 2010 documents continued

Appendix F Jurisdictions

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 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.
 Germany
– The Securities and this document have not been notified to, registered with or approved by the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht, "BaFin") for public offer or public distribution under German law.
– Accordingly, the Securities may not be distributed or offered to or within Germany by way of public distribution or offer within the meaning of applicable German
laws, public advertisement or in any similar manner. This document and any other document relating to the Securities as well as any information contained
therein may not be supplied to the public in Germany or used in connection with any offer for subscription of the Securities to the public in Germany or by any
other means of public marketing.
– This document and any other document relating to the Securities as well as any information contained therein are strictly confidential any may not be distributed
to any person or entity other than the recipient hereof to whom this document is personally addressed.
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Charter Hall Group 69 Strategic Acquisition & Equity Raising

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

Appendix G

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Glossary
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70
Charter Hall Group
Strategic Acquisition & Equity Raising
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Chief Financial Officer
CFO
Chief Executive Officer
CEO
Equity investments in MOF, MCW and MDPF
Co-investments
Accounting International Financial Reporting Standards
AIFRS
Completion of the transfer of the shares in the management entities being acquired under the
Acquisition
Completion
Charter Hall Limited
CHL
The acquisition of the majority of Macquarie’s core real estate management platform by CHC
Acquisition
Earnings before interest and tax
EBIT
Foreign exchange
FX
MOF, MCW, MDPF, MMPT and MPIF
Funds
Earnings per security
EPS
Distribution per security
DPS
Cents per security
Cps
Core Plus Retail Fund
CPRF
CHC post acquisition of the Platform
Combined Group
Charter Hall Property Trust
CHPT
Charter Hall Group
CHC
CB Richard Ellis
CBRE
Capitalisation rate
Cap rate
Assets under management
AUM
Australian Securities Exchange
ASX
Meaning
Term

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Appendix G Glossary (continued)

	Term	Meaning
	FY10	Financial year ending 30 June 2010
	FY11	Financial year ending 30 June 2011
	Institutional Offer	Placement and institutional component of the Entitlement Offer
	JLMs	Joint lead managers, being Goldman Sachs JBWere and Macquarie Capital Advisers
	JV	Joint venture
	MASL	Macquarie Asset Services Limited
	MCW	Macquarie Countrywide Trust
	MDPF	Macquarie Direct Property Fund
	MMPT	Macquarie Martin Place Trust
	MOF	Macquarie Office Fund
	MPIF	Macquarie Property Income Fund
	MREMS	Macquarie Real Estate Management Services
	NTA	Net tangible assets
	Platform	Management of the Funds; co-investments in MOF, MCW and MDPF
	RE	Responsible entity
	Retail Entitlement Offer	Retail component of the Entitlement Offer
	VWAP	Volume weighted average price
	WALE	Weighted average lease expiry

Charter Hall Group Strategic Acquisition & Equity Raising

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

Further information David Southon Joint Managing Director +61 2 8908 4033 [email protected] David Harrison Joint Managing Director +61 2 8908 4025 [email protected] Jelte Bakker Chief Financial Officer +61 2 8908 4035 [email protected] NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Retail Entitlement Offer

ASX offer documents continued

Institutional Entitlement Offer completion announcement dated 15 February 2010

A copy of the Institutional Entitlement Offer completion announcement will be included in the Offer Booklet sent to Eligible Retail Securityholders. The announcement is expected to become available on 15 February 2010 and will be available at www.charterhall.com.au or www.asx.com.au. Charter Hall reserves the right, subject to the Corporations Act , ASX Listing Rules and other applicable laws, to vary the dates of the Entitlement Offer.

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Investigating Accountant’s Report

~~6~~

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Argus Centre, 300 LaTrobe Street, Melbourne, VIC, Australia

Retail Entitlement Offer

Investigating Accountant’s Report

Private & Confidential

The Board of Directors Charter Hall Funds Management Limited as responsible entity for Charter Hall Property Trust Level 11, 333 George Street SYDNEY NSW 2000

PricewaterhouseCoopers Securities Ltd ACN 003 311 617 ABN 54 003 311 617 Holder of Australian Financial Services Licence No 244572

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999 www.pwc.com/au

The Board of Directors Charter Hall Limited Level 11, 333 George Street SYDNEY NSW 2000

11 February 2010

Dear Directors

Investigating Accountant’s Report on Historical and Forecast Financial Information and Financial Services Guide

We have prepared this report on certain historical and forecast financial information of Charter Hall Group and its controlled entities (the Charter Hall Group ) for inclusion in a retail entitlement booklet dated on or about 11 February 2010 (the Retail Entitlement Offer Booklet ) relating to a proposed accelerated (low document) non-renounceable entitlement offer (the Rights Issue ) and an institutional placement (the Placement , and together with the Rights Issue, the Offer ) of stapled securities in Charter Hall Group.

In this report, Charter Hall Group refers to both Charter Hall Funds Management Limited (as responsible entity for Charter Hall Property Trust) and Charter Hall Limited, together or separately as the context requires, and the Combined Group refers to Charter Hall Group after the completion of the proposed transactions as described on page 50 and 51 of the Investor Presentation included within the Retail Entitlement Offer Booklet.

Expressions defined in the Retail Entitlement Offer Booklet have the same meaning in this report.

The nature of this report is such that it should be given by an entity which holds an Australian financial services licence under the Corporations Act 2001. PricewaterhouseCoopers Securities Ltd, which is wholly owned by PricewaterhouseCoopers, holds the appropriate Australian financial services licence. This report is both an Investigating Accountant’s Report, the scope of which is set out below, and a Financial Services Guide, as attached at Appendix A.

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Scope

We refer to the following information disclosed on pages 34 and 35 of the Investor Presentation included within the Retail Entitlement Offer Booklet:

Historical financial information

(a) the pro forma balance sheet of the Combined Group as at 31 December 2009 which comprises the actual balance sheet of the Charter Hall Group as at 31 December 2009 adjusted for the completion of the proposed transactions as if those transactions had completed as at 31 December 2009 disclosed on page 50 of Investor Presentation included within the Retail Entitlement Offer Booklet (the Pro Forma Transactions ), (the Historical Financial Information )

Forecast financial information

(b) the forecast income statements of the Charter Hall Group for the year ending 30 June 2010 and the year ending 30 June 2011
(c) the forecast income statement of the Combined Group for the year ending 30 June 2011 assuming completion of the Pro Forma Transactions at 1 April 2009 (together the Forecasts ) disclosed on page 34 of the Investor Presentation included within the Retail Entitlement Offer Booklet.

The Charter Hall Group has requested PricewaterhouseCoopers Securities Ltd to prepare this investigating accountant’s report (the Report ) covering

the Historical Financial Information, and
the Forecasts but excluding any consideration of the earnings from the acquisition by the Charter Hall Group of equity stakes in Macquarie Office Fund, Macquarie Countrywide Trust and Macquarie Direct Property Fund (collectively the Coinvestments) .

This Report therefore contains a limitation of scope in respect of our review of the Forecasts, which was undertaken with the exception of earnings arising from the acquisition of the Co-investments.

This Report has been prepared for inclusion in the Retail Entitlement Offer Booklet. We disclaim any assumption of responsibility for any reliance on this Report, or on the Historical Financial Information or the Forecasts to which this Report relates, for any purposes other than the purpose for which it was prepared.

Scope of review of Historical Financial Information

The actual balance sheet of the Charter Hall Group set out on page 35 of the Investor Presentation included within the Retail Entitlement Offer Booklet has been extracted from the reviewed financial statements of the Charter Hall Group for the half year ended 31 December 2009. The financial statements were reviewed by PricewaterhouseCoopers who issued an unqualified review

(2)

Retail Entitlement Offer

Investigating Accountant’s Report continued

statement on them. The Historical Financial Information incorporates such pro forma transactions and adjustments as the Directors of the Charter Hall Group considered necessary to present the Historical Financial Information on a basis consistent with the Forecasts. The Directors of the Charter Hall Group are responsible for the preparation of the Historical Financial Information, including the determination of the Pro Forma Transactions and adjustments.

We have conducted our review of the Historical Financial Information in accordance with Australian Auditing Standards applicable to review engagements. We made such inquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including:

a review of work papers, accounting records and other documents
a review of the adjustments made to the Historical Financial Information
a review of the assumptions (which include the Pro Forma Transactions) used to compile the Historical Financial Information.
a comparison of consistency in application of the recognition and measurement principles under Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Charter Hall Group, and
enquiry of Directors, management and others in relation to the Historical Financial Information.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the Historical Financial Information.

Review statement on Historical Financial Information

Based on our review of the Historical Financial Information, which is not an audit, except for the limitations of scope described below, nothing has come to our attention which causes us to believe that:

the Historical Financial Information has not been properly prepared on the basis of the Pro Forma Transactions
the Pro Forma Transactions do not form a reasonable basis for the Historical Financial Information
the Historical Financial Information, as set out on page 35 of the Investor Presentation included within the Retail Entitlement Offer Booklet, does not present fairly the actual balance sheet of the Charter Hall Group as at 31 December 2009 and the pro forma balance sheet of the Combined Group as at 31 December 2009, assuming completion of the Pro Forma Transactions

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(3)

in accordance with the recognition and measurement principles prescribed under Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Charter Hall Group.

Scope of review of Forecasts

The Directors of the Charter Hall Group are responsible for the preparation and presentation of the Forecasts, including the best estimate assumptions (which include the Pro Forma Transactions) on which they are based.

Our review of the best estimate assumptions underlying the Forecasts (with the exception of the limitation in scope referred to below) was conducted in accordance with Australian Auditing Standards applicable to review engagements. Our procedures consisted primarily of enquiry and comparison and other such analytical review procedures as we considered necessary to form an opinion as to whether anything has come to our attention which causes us to believe that (except in respect of earnings arising from the acquisition of the Co-investments):

(a) the best estimate assumptions underlying the Forecasts do not provide a reasonable basis for the Forecasts;
(b) in all material respects, the Forecasts are not properly prepared on the basis of the best estimate assumptions and presented fairly in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies of the Charter Hall Group; or
(c) the Forecasts are unreasonable.

The Forecasts have been prepared by the Directors of the Charter Hall Group to provide investors with a guide to the Combined Group’s potential future financial performance based upon the achievement of certain economic, operating, development and trading assumptions about future events and actions that have not yet occurred and may not necessarily occur. There is a considerable degree of subjective judgement involved in the preparation of Forecasts. Actual results may vary materially from the Forecasts and the variation may be materially positive or negative. Accordingly, investors should have regard to the description of investment risks set out in Appendix E of the Investor Presentation included within the Retail Entitlement Offer Booklet.

Our review of the Forecasts and the best estimate assumptions upon which the Forecasts are based is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards. A review of this nature provides less assurance than an audit. We have not performed an audit and we do not express an audit opinion on the Forecasts included in the Investor Presentation included within the Retail Entitlement Offer Booklet.

(4)

Retail Entitlement Offer

Investigating Accountant’s Report continued

Limitations of scope of review of the Historical Financial Information and Forecasts

Co - Investments

At Charter Hall’s request, our review of the Forecasts did not include any consideration of the forecast earnings from the proposed acquisition by Charter Hall Group of the Co-investments as set out in the equity raising and adjustment column of the pro forma balance sheet set out on page 35 of the I nvestor Presentation included within the Retail Entitlement Offer Booklet. Charter Hall Group have requested this limitation to the scope of our review based on the extent of work undertaken by Charter Hall Group senior management on this aspect of the Forecasts.

Purchase Price Adjustments

In preparing the Historical Financial Information, only preliminary adjustments have been made to the fair values of acquired assets and liabilities in accordance with AASB 3 Business Combinations as described on page 53 of the Investor Presentation included within the Retail Entitlement Offer Booklet.

Accordingly, the Historical Financial Information does not necessarily contain all of the adjustments to the reported amounts of assets and liabilities that will be required to reflect their values. Consequently, the Forecasts do not necessarily reflect the amortisation charges that would be required had final fair value adjustments been undertaken.

Review statement on the Forecasts

Based on our review of the Forecasts, which is not an audit, except for the limitation of scope described above, nothing has come to our attention which causes us to believe that:

(a) the best estimate assumptions set out in Appendix C of the Investor Presentation included within the Retail Entitlement Offer Booklet do not provide a reasonable basis for the Forecasts;
(b) in all material respects, the Forecasts are not properly prepared on the basis of the best estimate assumptions and presented fairly in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies of the Charter Hall Group; or
(a) the Forecasts are unreasonable.

For the avoidance of doubt, our review did not include any consideration of the forecast earnings from the proposed acquisition by Charter Hall Group of the Co-investments, and no opinion is expressed in respect of them.

The best estimate assumptions set out in Section Appendix C of the Investor Presentation included within the Retail Entitlement Offer Booklet are subject to significant uncertainties and contingencies

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(5)

often outside the control of the Charter Hall Group. If events do not occur as assumed, actual results and distributions achieved by the Combined Group may vary significantly from the Forecasts. Accordingly, we do not confirm or guarantee the achievement of the Forecasts, as future events, by their very nature, are not capable of independent substantiation

Subsequent events

Apart from the matters dealt with in this Report, and having regard to the scope of our Report, to the best of our knowledge and belief no material transactions or events outside of the ordinary course of business of the Combined Group have come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

Independence or disclosure of interest

PricewaterhouseCoopers Securities Ltd does not have any interest in the outcome of the Offer other than the preparation of this Report and the undertaking of certain due diligence procedures for which normal professional fees will be received.

Liability

PricewaterhouseCoopers Securities Ltd has consented to the inclusion of this Report in the Retail Entitlement Offer Booklet in the form and context in which it is included. The liability of PricewaterhouseCoopers Securities Ltd is limited to the inclusion of this Report in the Retail Entitlement Offer Booklet. PricewaterhouseCoopers Securities Ltd makes no representation regarding, and has no liability for, any statements or material in, or any omissions from, any part of the Retail Entitlement Offer Booklet other than this Report.

Financial Services Guide

We have included our Financial Services Guide as Appendix A to our Report. The Financial Services Guide is designed to assist retail clients in their use of any general financial product advice in our Report.

Yours faithfully

Andrew Cloke Authorised Representative of PricewaterhouseCoopers Securities Ltd

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Retail Entitlement Offer

Investigating Accountant’s Report continued

Appendix A – Financial Services Guide

PRICEWATERHOUSECOOPERS SECURITIES LTD FINANCIAL SERVICES GUIDE

This Financial Services Guide is dated 11 February 2010

About us

PricewaterhouseCoopers Securities Ltd (ABN 54 003 311 617, Australian Financial Services Licence no 244572) ( PwC Securities ) has been engaged by Charter Hall Limited and by Charter Hall Funds Management Limited as responsible entity for Charter Hall Property Trust (together Charter Hall Group ) to provide a report in the form of an Investigating Accountant's Report in relation to certain historical and forecast financial information of the Charter Hall Group for inclusion in the Retail Entitlement Offer Booklet dated 11 February 2010.

You have not engaged us directly but have been provided with a copy of the Report as a retail client because of your connection to the matters set out in the Report.

2. This Financial Services Guide

This Financial Services Guide ( FSG ) is designed to assist retail clients in their use of any general financial product advice contained in the Report. This FSG contains information about PwC Securities generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the Report, and how complaints against us will be dealt with.

Financial services we are licensed to provide

Our Australian Financial Services Licence allows us to provide a broad range of services, including providing financial product advice in relation to various financial products such as securities, interests in managed investment schemes, derivatives, superannuation products, foreign exchange contracts, insurance products, life products, managed investment schemes, government debentures, stocks or bonds, and deposit products.

4. General financial product advice

The Report contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs.

You should consider your own objectives, financial situation and needs when assessing the suitability of the Report to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment.

Fees, commissions and other benefits we may receive

PwC Securities charges fees to produce reports, including this Report. These fees are negotiated and agreed with the entity who engages PwC Securities to provide a report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the person who engages us.

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(7)

Directors or employees of PwC Securities, PricewaterhouseCoopers, or other associated entities, may receive partnership distributions, salary or wages from PricewaterhouseCoopers.

6. Associations with issuers of financial products

PwC Securities and its authorised representatives, employees and associates may from time to time have relationships with the issuers of financial products. For example, PricewaterhouseCoopers may be the auditor of, or provide financial services to, the issuer of a financial product and PwC Securities may provide financial services to the issuer of a financial product in the ordinary course of its business. PricewaterhouseCoopers is the auditor of Macquarie Office Trust, Macquarie CountryWide Trust, Macquarie Direct Property Trust, Macquarie Martin Place Trust and their associated responsible entities.

Complaints

If you have a complaint, please raise it with us first, using the contact details listed below. We will endeavour to satisfactorily resolve your complaint in a timely manner. In addition, a copy of our internal complaints handling procedure is available upon request.

If we are not able to resolve your complaint to your satisfaction within 45 days of your written notification, you are entitled to have your matter referred to the Financial Ombudsman Service ( FOS ), an external complaints resolution service. FOS can be contacted by calling 1300 780 808. You will not be charged for using the FOS service.

Contact Details

PwC Securities can be contacted by sending a letter to the following address:

Andrew Cloke Darling Park Tower 2 201 Sussex Street GPO Box 2650 SYDNEY NSW 1171

(8)

Retail Entitlement Offer

Additional information

~~7~~

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Wells Fargo Center, 1700 Lincoln Street, Denver, Colorado, U.S.

1 Underwriting Agreement

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

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

Customary with these types of arrangements:

Charter Hall has indemnified the Underwriters and their 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 occurrence of any of a range of events, including if:
ASIC takes action or commences an investigation in respect of the Entitlement Offer;
the ASX withdraws its approval for an official quotation of the New Securities on the ASX or if the ASX or ASIC withdraws or revokes any waivers or modifications necessary to effect the Entitlement Offer;
a member of the Charter Hall Group is or becomes insolvent, or is likely to become insolvent; or
there is disruption in certain key global financial markets or hostilities commence in certain countries which have, or are likely to have, a material adverse effect on the Entitlement Offer or could give rise to a liability for the Underwriters;
Charter Hall may also terminate the Underwriting Agreement if there is or is likely to be an adverse change in the business of MOML or MCML that would or would be likely to have a material adverse effect on the Charter Hall Group (assuming completion of the Acquisition);

Gandel participation

Gandel Group has agreed with the Underwriters to fully sub-underwrite the Institutional Placement, and has received a firm allocation in the Institutional Placement of $14 million. Subject to the number of Securities which Gandel Group obtains as sub-underwriter under the Institutional Placement, it has also been agreed with the Underwriters that Gandel Group will sub-underwrite up to $30 million of the Retail Entitlement Offer. In addition, Gandel Group has indicated that it will take up its full entitlement under the Entitlement Offer.

2 Material contracts in relation to the Acquisition

2.1 Macquarie Placement Agreement

Under the Macquarie Placement Agreement, Macquarie will subscribe for 10% of Charter Hall’s securities, as determined following the Equity Raising. Macquarie has the right to appoint a Board member if it holds 15% or more of Charter Hall’s issued securities (excluding securities already held) and undertakes that the appointed Board member will resign if Macquarie holds less than 10% of Charter Hall’s issued securities (excluding securities already held). $10 million in value of Macquarie’s holding of Charter Hall’s issued securities will be held in escrow until all of the consents set out in the Share Sale Agreement are obtained.

2.2 Share Sale Agreement

Charter Hall will acquire from Macquarie the shares in MOML, MCML, MDPML, MASL, MREEL and associated offshore entities, and the management business in relation to MOF, MCW, MDPF, MMPT and MPIF from Macquarie for $108 million. An additional payment of up to $15 million may be made under the Share Sale Agreement in three years subject to an earn-out. The conditions precedent to the Share Sale Agreement include Charter Hall receiving the proceeds payable to it under the Underwriting Agreement and the Macquarie Placement Agreement, and Macquarie providing to Charter Hall an approved term sheet in relation to a Macquarie debt facility. The conditions precedent to the completion of the sale and purchase of shares in each of MOML, MCML and MDPML include obtaining a number of consents and approvals as set out in schedule 8 to the Share Sale Agreement and amending all agreements related to those consents.

the Underwriters will be remunerated by Charter Hall for providing these services at market rates; and
the Underwriters’ underwriting commitment is conditional on, among other things, the agreements for the Acquisition being executed and remaining in force until settlement of the Institutional Entitlement Offer.

Retail Entitlement Offer

Additional information continued

Under the Share Sale Agreement:

Charter Hall must comply with the $5 million net tangible asset AFSL requirement for MOML, MCML and MDPML;
Macquarie undertakes to appoint two Charter Hall directors to the Boards of MOML, MCML and MDPML and to remove the two directors appointed to each of those Boards by Macquarie;
Macquarie undertakes not to use its rights as a shareholder of MOML, MCML and MDPML to remove any Charter Hall director from the Boards of those entities;
Macquarie agrees not to compete with Charter Hall in relation to any listed property funds and any unlisted core property funds for two years following the Transaction Completion Date; and
Macquarie agrees to not employ any Transferring Employee for 18 months after the Transaction Completion Date;
if Charter Hall enters into an agreement to sell the management rights in respect of the properties owned by MOF in the U.S. before 31 December 2013, Charter Hall must pay Macquarie 50% of the consideration in excess of $30 million received for the sale; and
if 70% of the revenue related to the interests and operations of MCW and MOF outside Australia, New Zealand and Japan exceeds $15 million within three years of the Transaction Completion Date, then Charter Hall must pay a fee referable to that excess to Macquarie, but capped at $15 million.

following the agreement to any party other than Charter Hall, subject to the first right of refusal granted to Charter Hall. Each of Charter Hall and Macquarie gives market-standard warranties under this agreement.

In respect of any units in MCW or MOF that Macquarie holds in a personal capacity as at the date of the Unit Transfer Agreement, Macquarie undertakes to use its voting rights in respect of those units to vote against any resolution to remove MCML or MOML as the responsible entities of MCW and MOF, respectively.

3 Interests of Macquarie

Macquarie (and its related bodies corporate) has the following interests in the Acquisition and the Offer:

as vendors under the Share Sale Agreement (see section 7.2.2);
as Joint Lead Manager under the Underwriting Agreement (see section 7.1);
as proposed lender to Charter Hall under a five year, $50 million debt facility (see section 7.2.2);
as party to the Unit Transfer Agreement (see section 7.2.4);
party to the Macquarie Placement Agreement (see section 7.2.1); and
as party to the Transitional Services Deeds (see section 7.2.3).

2.3 Transitional Services Deeds

MCML, MOML and MDPML will each enter into a Transitional Services Deed with Charter Hall under which they engage Charter Hall to provide management services relating to the day-to-day operation of MOF, MCW, MDPF, MMPT and MPIF to the relevant responsible entity for a fee. The fee payable to Charter Hall under the terms of the Transitional Services Deeds is equal to the base fee payable to the relevant responsible entity under the terms of the associated head trust constitution, less any costs reasonably incurred by the relevant responsible entity. In the case of MDPML, the fee will also include any performance fee payable to MDPML. Charter Hall will provide the services under each Transitional Services Deed from the Employment Date to the date of completion of the sale and purchase of the shares in the relevant responsible entity under the Share Sale Agreement.

2.4 Unit Transfer Agreement

Under the Unit Transfer Agreement, Macquarie has agreed to sell to Charter Hall a 7.5% stake in MCW, a 7.5% stake in MOF and a 3.5% stake in MDPF. 6.5% of the units in MOF and MCW will be transferred on the settlement of the Institutional Offer and the remaining MOF and MCW units and all the relevant MDPF units will be transferred on the settlement of the Retail Offer. Macquarie has granted Charter Hall an indefinite first right of refusal over all of its remaining MCW and MOF units held as at the date of the agreement. In addition, Macquarie has agreed not to sell any of its holdings in MCW and MOF units as at the date of the agreement during the 12 months

Glossary

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8
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Renmark Plaza, Renmark, SA, Australia

Retail Entitlement Offer

Glossary

Definitions

Defnitions
$orA$	Australian dollars
Acquisition	The acquisition, subject to certain conditions, by Charter Hall Group of the
	Platform from Macquarie Group Limited
Additional	New Securities offered for subscription to Eligible Retail Securityholders in excess
New Securities	of their Entitlement and being the Entitlements not taken up by other Eligible Retail
	Securityholders
AEDT	Australian Eastern Daylight Time
Allotment	The allocation of New Securities to subscribers pursuant to the Offer Booklet
Application Monies	Monies received from the Eligible Retail Securityholders in respect of their
	applications
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited (ACN 008 624 691) or the fnancial market operated by the Australian
	Securities Exchange
ASX Listing Rules	The offcial listing rules of the ASX
Board	The Board of Directors
Charter Hall	The information line set up for the purpose of answering enquiries from
Entitlement Offer	Securityholders. The numbers are 1300 664 498 from within Australia
Information Line	or +61 2 8280 7787 from outside Australia
Charter Hall Group	Charter Hall Limited (ACN 113 531 150) and Charter Hall Property Trust
orCharter Hall	(ARSN 113 339 147) and their controlled entities
CHFML	Charter Hall Funds Management Limited (ACN 082 991 786)
Combined Group	The combined businesses of Charter Hall Group and the Platform following
	the Acquisition
*Corporations Act*	Corporations Act 2001(Cth) and_Corporations Regulations 2001_(Cth)
cps	Cents per security
DPS	Distribution per security
Early Retail Close Date	5.00pm (AEDT) on Thursday, 25 February 2010, being the last date for Eligible
	Retail Securityholders to lodge an application to be allotted New Securities at the
	same time as under the Institutional Entitlement Offer
EBIT	Earnings before interest and tax
Eligible Institutional	An Institutional Securityholder to whom the Joint Lead Managers make an offer
Securityholder	on behalf of Charter Hall under the Institutional Entitlement Offer, and who the
	Joint Lead Managers determine has successfully received that offer
Eligible Retail	A Securityholder on the Record Date who:
Securityholder	has a registered address in Australia or New Zealand; ◆
	is not located in the United States and is not a U.S. Person and is not acting ◆
	for the account or beneft of a U.S. Person;
	is not an Eligible Institutional Securityholder, an Ineligible Institutional ◆
	Securityholder or an Ineligible Retail Securityholder;
	does not hold Charter Hall Securities as a result of post ex date ◆
	transactions1; and
	is eligible under all applicable securities laws to receive an offer under the ◆
	Retail Entitlement Offer
	1. Pursuant to a waiver from the ASX and for the purposes of determining Entitlements under
	the Offer, Charter Hall will disregard transactions in Charter Hall Stapled Securities after
	implementation of the trading halt in its Staped Securities on Thursday, 11 February 2010,
	except for settlement of on-market transactions that occured prior to the implementation
	of the trading halt.

Employment Date

15 March 2010 or such date as the parties to the Share Sale Agreement agree and the parties to the Share Sale Agreement will agree to a later date where Charter Hall Holdings Pty Limited is able to reasonably demonstrate that it is not able to have the Transferring Employees commence on 15 March 2010 as employees because its premises and information system are not ready for the Transferring Employees to provide services to MCML, MOML, MDPML, MASL, MREEL and their subsidiaries

Entitlement	The number of New Securities for which an:
	Eligible Retail Securityholder is entitled to subscribe under the Retail ◆
	Entitlement Offer; and
	Eligible Institutional Securityholder is entitled to subscribe under the ◆
	Institutional Entitlement Offer,
	in each case being 2 New Securities for every 5 Existing Securities held
	on the Record Date
Entitlement and	The Entitlement and Acceptance Form accompanying this Offer Booklet to
Acceptance Form	be used to make an application in accordance with the instructions set out
	on that form
Entitlement Offer	Offer of approximately 300 million New Securities to Eligible Retail Securityholders
	and Eligible Institutional Securityholders in the proportion of 2 New Securities for
	every 5 Existing Securities held on the Record Date
EPS	Earnings per security
Equity Raising	The Entitlement Offer, the Institutional Placement and the Macquarie Placement
Existing Securities	Securities on issue on the Record Date of the Entitlement Offer
Final Allotment	Allotment of New Securities issued under the Retail Entitlement Offer on
	16 March 2010
Final Retail Close Date	5.00pm (AEDT) on Friday, 5 March 2010, being the latest time and day by
	which completed Entitlement and Acceptance Forms and BPAY®payments
	of Application Monies will be accepted (subject to variation)
FY	Financial year
GandelorGandel	Alphabridge Pty Ltd as trustee for The Alphabridge Trust
Group
Goldman Sachs	Goldman Sachs JBWere Pty Limited (ACN 006 797 897)
JBWere Pty Limited
Ineligible Institutional	A Securityholder (or a benefcial owner of Charter Hall Securities) on the Record
Securityholder	Date who is not an Eligible Institutional Securityholder and who Charter Hall and
	the Underwriter agree:
	although an Institutional Investor, should not receive an offer under the ◆
	Institutional Entitlement Offer in accordance with ASX Listing Rule 7.7.1(a); or
	although not an Institutional Investor, is a person to whom offers and issues ◆
	of New Securities could lawfully be made in Australia without the need for
	disclosure under Chapter 6D of the_Corporations Act_if that Securityholder
	had received the offer in Australia, and who should be treated as an
	Ineligible Institutional Securityholder for the purposes of the Institutional
	Entitlement Offer
Ineligible Retail	A Securityholder on the Record Date who is not an Eligible Institutional
Securityholder	Securityholder, an Ineligible Institutional Securityholder or an Eligible Retail
	Securityholder
Initial Allotment	Allotment of New Securities issued under the Institutional Placement, the
	Institutional Entitlement Offer and early acceptances of the Retail Entitlement
	Offer on 1 March 2010
Institutional	The offer of New Securities to Eligible Institutional Securityholders under the
Entitlement Offer	Entitlement Offer
Institutional Investor	A person:
	to whom an offer of New Securities may be made in Australia without a ◆
	disclosure document (as defned in the_Corporations Act_) on the basis that
	such a person is exempt from the disclosure requirements of Part 6D.2 in
	accordance with section 708(8) or 708(11) and who is not a U.S. Person or
	acting on account of or for the beneft of a U.S. Person; or
	to whom an offer of New Securities may be made outside Australia ◆
	without registration, lodgement of a formal disclosure document or other
	fling in accordance with the laws of that foreign jurisdiction (except to the
	extent to which Charter Hall is willing to comply with such requirements),
	provided that if such an investor is in the United States or is, or is acting for
	the account or beneft of, a U.S. Person, it is only an Institutional Investor
	if it (and any person for whose account or beneft such person is acting)
	is a Securityholder eligible to participate in the U.S. Private Placement
	or is eligible to participate in the Offer pursuant to a transaction under
	Regulation S under the U.S.Securities Act

Retail Entitlement Offer

Glossary continued

Institutional Placement	The placement of approximately 36 million Stapled Securities to Institutional Investors at $0.70 per Stapled Security
Institutional	A Securityholder on the Record Date who is an Institutional Investor
Securityholder
Investigating	The report of PricewaterhouseCoopers Securities Limited in section 7
Accountant’s Report
*Investment Company*	U.S.Investment Company Act of 1940
*Act*
Investor Presentation	The investor presentation outlining the Acquisition, Equity Raising and key risks
	associated with Charter Hall released to the ASX and dated 12 February 2010
Joint Lead Managers	Goldman Sachs JBWere Pty Limited and Macquarie Capital Advisers Limited
Macquarie Capital	Macquarie Capital Advisers Limited (ABN 79 123 199 548)
Advisers Limited
Macquarie Group	The vendor of the Platform, Macquarie Group Limited (ACN 122 169 279)
Limited or Macquarie
Macquarie Placement	The placement of approximately 121 million Stapled Securities to Macquarie at
	$0.70 per Stapled Security as part consideration for the Platform
Macquarie Placement	The placement agreement dated 12 February 2010 between Charter Hall Group
Agreement	and Macquarie Group Limited
MASL	Macquarie Asset Services Limited (ACN 081 706 167)
MCML	Macquarie CountryWide Management Limited (ACN 069 709 468)
MCW	Macquarie CountryWide Trust (ARSN 093 143 965)
MDPF	Macquarie Direct Property Fund (ARSN 116 064 343)
MDPML	Macquarie Direct Property Management Limited (ACN 073 623 784)
MMPT	Macquarie Martin Place Trust (ARSN 100 185 171)
MOF	Macquarie Offce Trust (ARSN 093 016 838)
MOML	Macquarie Offce Management Limited (ACN 006 765 206)
MPIF	Macquarie Property Income Fund (ARSN 103 966 909)
MREEL	Macquarie Real Estate Europe Limited
New Securities	Charter Hall Stapled Securities issued under the Equity Raising
NTA	Net tangible assets
Offer	The Entitlement Offer and the Institutional Placement
Offer Booklet	This document dated 12 February 2010
Offer Documents	The Offer Booklet, Investor Presentation and other ASX announcements made
	by Charter Hall in connection with the Acquisition and the Equiity Raising
Offer Price	$0.65 per New Security, being the price payable for New Securities under the
	Entitlement Offer
Platform	Management business in relation to MOF, MCW, MDPF, MMPT and MPIF and
	co-investment holdings in each of MOF, MCW and MDPF
Record Date	The time and date for determining which Securityholders are entitled to the
	Entitlement, being 7.00pm (AEDT) on 16 February 2010
Retail Entitlement	The offer under this Offer Booklet of New Securities to Eligible Retail
Offer	Securityholders under the Entitlement Offer as described in the
	“How to apply” section of this Offer Booklet
Securityholder	The registered holder of a Charter Hall Stapled Security
Share Sale Agreement	The agreement under which Charter Hall will acquire from Macquarie the shares
	in MOML, MCML, MDPML, MASL and MREEL, and the management business in
	relation to MOF, MCW, MDPF, MMPT and MPIF
Stapled Securityor	One share in Charter Hall Limited which, together with a unit in the Charter Hall
Security	Property Trust, constitutes a Stapled Security
Top-Up Stapled	Any additional securities issued at reconciliation to ensure Eligible Institutional
Securities	Securityholders and Eligible Retail Securityholders receive their full Entitlement
Transaction	Completion of the Acquisition in accordance with the terms of the
Completion	Share Sale Agreement

Transaction	The date which is 12 business days after the date of execution of the Share
Completion Date	Sale Agreement, expected to be 1 March 2010
Transferring Employee	Any employee specifed in the Share Sale Agreement who accepts an offer
	of employment with Charter Hall
Transitional Services	The deeds of that name under which CHFML agrees to provide services to each
Deeds	of MCML, MOML and MDPML
Transitional Structure	The structure adopted prior to the Transaction Completion as stipulated by
	the Transitional Services Deeds
Underwriters	Goldman Sachs JBWere Pty Limited and Macquarie Capital Advisers Limited
Underwriting	The Underwriting Agreement dated 12 February 2010 between Charter
Agreement	Hall Group and the Joint Lead Managers, as described in the “Additional
	information” section
Unit Transfer	The agreement under which Macquarie agrees to sell and Charter Hall agrees to
Agreement	buy units in MCW, MOF and MDPF
U.S.orUnited States	United States of America, its territories and possessions, any state of the
	United States and the District of Columbia
*U.S.Investment***	The U.S.Investment Company Act of 1940, as amended
*Company Act*
U.S. Person	The meaning given in Rule 902(k) under Regulation S under the U.S.
	Securities Act
U.S. Private Placement	The Offer of New Securities by Charter Hall to certain approved Securityholders
	that are in the United States or that are, or are acting for the account or beneft
	of, U.S. Persons, being conducted as part of the proposed equity raising in the
	manner contemplated by the Underwriting Agreement
*U.S.Securities Act***	The U.S_. Securities Act of 1933_, as amended

Retail Entitlement Offer

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Retail Entitlement Offer

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Issuers

Charter Hall Limited ACN 113 531 150 Charter Hall Funds Management Limited ACN 082 991 786 and AFSL No 262 861 Responsible entity of Charter Hall Property Trust ARSN 113 339 147

Directors

Kerry Roxburgh Roy Woodhouse David Harrison David Southon Cedric Fuchs Patrice Derrington Peter Kahan Glenn Fraser Colin McGowan

Registrar

Link Market Services Level 8, 580 George Street Sydney NSW 2000

Website

www.charterhall.com.au

Charter Hall Entitlement Offer Information Line

1300 664 498 (within Australia) +61 2 8280 7787 (outside Australia)

Company Secretary

Nathan Francis

Principal registered office in Australia

Level 11, 333 George Street Sydney NSW 2000

Financial Adviser, Joint Lead Manager and Underwriter

Goldman Sachs JBWere Pty Limited Level 42, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

Joint Lead Manager and Underwriter

Macquarie Capital Advisers Limited Level 9, No. 1 Martin Place Sydney NSW 2000

Investigating Accountant

PricewaterhouseCoopers Securities Limited Darling Park Tower 2 201 Sussex Street Sydney NSW 2000

Auditor

PricewaterhouseCoopers Darling Park Tower 2 201 Sussex Street Sydney NSW 2000

Legal Adviser

Allens Arthur Robinson Level 28, Deutsche Bank Place Corner of Hunter & Phillip Streets Sydney NSW 2000

Tax Adviser

Greenwoods & Freehills Pty Limited Level 39, MLC Centre Martin Place Sydney NSW 2000

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charterhall.com.au

AI assistant

CHARTER HALL GROUP — Capital/Financing Update 2010

64645_rns_2010-02-11_219cc19c-2b90-47e0-bada-c47fcf841e4f.pdf

Retail Entitlement Offer

Chairman’s letter

Charter Hall Group’s strategic Acquisition and Equity Raising

Acquisition overview

Entitlement Offer

Important information

Key dates

How to apply

How to apply

Please read the Offer Booklet and other available information

The Retail Entitlement Offer

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

Complete the accompanying Entitlement and Acce tance Form p

Nominees

Acceptance of the Offer – Final Retail Close Date

For payment by cheque, bank draft or money order

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

Mail to:

Hand deliver to:

For BPAY[®] payment

How to apply continued

Allocation olic p y

En uiries q

Declarations

Important information

Offer Booklet

Offer Booklet availability

Future performance and forward-looking statements

New Zealand investors

United States investors

Important information continued

Offer management

Australian taxation implications

Issue of Entitlements

Disclaimer of representations

Exercise of Entitlements

Expiration of Entitlements

New Securities

Other Australian taxes

Rounding of Entitlements

Source of information regarding the Platform and the Combined Group

Defined words and expressions

Reconciliation

Enquiries

Important information continued

Governing law

Summary of key risks

ASX offer documents

ASX ANNOUNCEMENT

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

Charter Hall Group (CHC) announces the strategic acquisition of Macquarie Group’s core real estate management platform and $220 million equity raising

Friday, 12 February 2010

Acquisition overview

Real estate management business

ASX offer documents continued

Co-investment holdings

Acquisition funding

Acquisition impact

The Offer

Institutional Placement

ASX offer documents continued

Entitlement Offer

Indicative timetable

ENDS

About the Charter Hall Group:

IMPORTANT INFORMATION

Charter Hall Group

Important Notices

Executive Summary

Transformational Acquisition

ASX offer documents continued

Investor Presentation dated 12 February 2010

Agenda

Acquisition Overview

Overview of the Platform

ASX offer documents continued

Pricing of management business

CHARTER HALL GROUP Capital/Financing Update 2010