CHARTER HALL GROUP - Capital/Financing Update 2010

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

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

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 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 made to institutional investors."

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.

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Charter Hall Group Strategic Acquisition & Equity Raising

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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

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Charter Hall Group Strategic Acquisition & Equity Raising

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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

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Charter Hall Group Strategic Acquisition & Equity Raising

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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

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Charter Hall Group Strategic Acquisition & Equity Raising

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No.1 Martin Place, Sydney, NSW (Joint owned by MOF and MMPT)

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
Leasing
( MCW ) 7.5% interest in MCW
Macquarie Direct Property Fund
Development management
( MDPF ) 3.5% interest in MDPF
Macquarie Martin Place Trust
Property management
( MMPT ) First rights of refusal
(MOF and MCW) [1]
Macquarie Property Income
Other property services
Fund ( MPIF )
$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
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NOTES:

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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Charter Hall Group Strategic Acquisition & Equity Raising

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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
Includes JV2 assets (85 assets currently held in joint venture sold to joint venture partner Regency and due to settle March 2010)

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Charter Hall Group Strategic Acquisition & Equity Raising

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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
Other property services includes leasing, development management, acquisition services and disposal services
Other corporate income includes accounting and other cost recoveries from the managed funds

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Charter Hall Group Strategic Acquisition & Equity Raising

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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
Excludes Quintana Campus Irvine, California
134 properties post final completion of the US JV2 portfolio disposal
MPIF invests in a portfolio of ASX listed REITs

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Charter Hall Group Strategic Acquisition & Equity Raising

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Due Diligence Process

 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 Group1

Legal	 	Allens Arthur Robinson and Kirkland & Ellis engaged to assist with legal due diligence in Australia and United States (respectively) 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:

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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Charter Hall Group Strategic Acquisition & Equity Raising

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Wells Fargo Centre, Denver, Colorado (Owned by MOF)

Acquisition Impact

Transformational transaction

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

NOTES

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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Charter Hall Group Strategic Acquisition & Equity Raising

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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
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NOTES

Measured by third party AUM
CHC estimates, based on company information

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Charter Hall Group Strategic Acquisition & Equity Raising

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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
DPF
CHUF
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

Capital source (pre Acquisition)

Capital source (post Acquisition)

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Unlisted
wholesale
24%
Unlisted
Unlisted
wholesale retail Unlisted
83% 17% Listed retail
64%
12%
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Risk profile (pre Acquisition)

Risk profile (post Acquisition)

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Core plus
57%
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Opportunistic
26%
Core
17%
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Core plus
17%
Opportunistic
7%
Core
76%
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Substantial increase in recurring income

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
Property 4%
30.6 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
3.3
2.3
0.9 - -
Property Base Other property Property Development Other Performance Base
income¹ management services fees² management investment corporate fees management
fees fees income services³ fees
33%
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NOTES:

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
Other corporate services includes accounting and other cost recoveries from managed funds

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CHC look-through assets

Sector diversity (pre Acquisition)

Sector diversity (post Acquisition)

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Industrial
23%
Retail
31%
Office
46%
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Industrial
12%
Retail
33%
Office
55%
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Geographic diversity (pre Acquisition)

Geographic diversity (post Acquisition)

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Australia /
NZ
100%
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US
19%
Europe
Australia / 5%
NZ
Asia
75%
1%
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Charter Hall Group Strategic Acquisition & Equity Raising

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CHC look-through tenant profile

Lease expiry profile (years)

Top 10 tenants (post Acquisition)

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

NOTES:

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

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Charter Hall Group Strategic Acquisition & Equity Raising

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Argus Centre, Melbourne, VIC (Owned by MOF)

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 & experienced manager		management protocols and a long term vision for the future of the Funds 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 governance & alignment of	 	Maintain majority independent Boards 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

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

Existing wholesale		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 funds		– Best practice processes, involving independent members of the Investment Committees and Boards
		– Consistent with high standards expected from CHC's existing wholesale investors

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Renmark Plaza, Renmark, SA (Owned by MCW)

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 Michael Winnem CEO – Richard Stacker
Andrew Glass
Shared services
Asset management Leasing services Corporate finance Finance and treasury Corporate affairs Investor relations
Development services Property management Transactions HR IT Admin & support
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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

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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

NOTES:

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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Integration strategy

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
HR / Employee incentivisation		95% of existing staff base) 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

Systems	 	Strategic planning undertaken to ensure efficient implementation of data migration 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

Offshore		CHC to retain the benefit of existing JV relationships and staff in US and Europe to ensure smooth transition and
platform		successful implementation of offshore strategy
		Japan platform will continue to be managed on behalf of CHC by Macquarie, as a service provider
Charter Hall Group Strategic Acquisition & Equity Raising			29

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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

CHC EPS impact

NOTES:

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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
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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

Sources	Sources		Uses
$25m Institutional placement1 $195m Entitlement offer			$111m MOF co-investment (7.5%)3 $108m Funds management business2
$85m Macquarie placement			$69m MCW co-investment (7.5%)4 $9m MDPF co-investment (3.5%)5
$10m Macquarie debt facility
			$13m Transaction costs
			$5m Working capital
$315m Total acquisition funding			$315m Total use of funds

NOTES:

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
A further $15 million may be payable subject to an earn-out
MOF co-investment purchased at $0.31 per security
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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Transaction funding

		Entitlement		Accelerated, fully underwritten, non-renounceable, 2 for 5 entitlement offer
Offer		Offer Institutional	 	Application price of $0.65 per security, representing a 10.3% discount to CHC’s 5 day VWAP $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
components	Other funding	Placement Debt facility Deferred	  	Results in Macquarie holding a 10% strategic interest in CHC following the acquisition $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
		Payment1		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

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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

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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
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
Charter Hall Group
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 Strategic Acquisition & Equity Raising

Excludes LTI securities

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One California Plaza, California (Owned by MOF)

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

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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

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Charter Hall Group Strategic Acquisition & Equity Raising

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Citigroup Centre, Sydney, NSW (Owned by MOF)

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

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No.1 Martin Place, Sydney, NSW (Joint owned by MOF and MMPT)

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

	Key Metrics Current unitprice1	$0.295
	Market capitalisation1	$1.4bn
	FY11 consensus DPS2 FY11 consensus EPS2	2.2cpu 3.2cpu
	FY11 DPS yield	7.5%
	Portfolio overview4(as at 31 Dec 09)
	Number ofproperties	38
	Portfolio value	$4.1bn
	Occupancy Weighted average lease expiry Weighted average caprate	92% 4.6years 7.76%

Capital Raising : January 2009 entitlement offer and placement raising $508m

Debt maturity profile

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$1,047m
$475m
$370m
$266m
$94m $89m
-
FY10 FY11 FY12 FY13 FY14 FY15 FY16+
Charter Hall Group
Strategic Acquisition & Equity Raising
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Asset quality [3] Geographical diversification [3]
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Europe Japan
B grade Premium 8% 2%
20%
24%
United
A grade Australia
56% States
44%
46%
1. Source: IRESS as at 10 February 2010
2. Source: Bloomberg as at 10 February 2010 – reflects recent broker reports 42
3. As at 31 December 2009
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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

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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	Key Metrics Current unitprice1	$0.61
	Market capitalisation1	$893m
	FY11 consensus DPS2 FY11 consensus EPS2	4.6cpu 5.4cpu
	FY11 DPS yield	7.5%
	Portfolio overview (as at 31 Dec 09)
	Number ofproperties	219
	Weighted average caprate Portfolio value	8.15% $2.0bn3
	Weighted average lease expiry	5.9years
	Occupancy	96%

Geographical diversification[4]

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Europe Australia
20% 44%
United
States New
33% Zealand
3%
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Source: IRESS as at 10 February 2010 2. Source: Bloomberg as at 10 February 2010 – reflects recent broker reports 43 3. Excludes JV2 portfolio
As at 31 December 2009

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Appendix A Overview of MDPF

MDPF is an open ended, unlisted fund investing in a portfolio of direct property, unlisted wholesale funds and listed property securities
Portfolio is comprised of:
9 Australian office assets
- 1 Japanese logistics asset
Interests in 3 wholesale funds: 2 with Asian mandates and 1 with an Australian mandate

	NTAper unit Key Metrics(as at 31 Dec 09)	$0.62
	Balance sheet gearing	46%
	Portfolio overview1(as at 31 Dec 09) Number of directproperties	10
	Portfolio value	$485.6m
	Weighted average caprate(Aust)	8.6%
	Occupancy Weighted average lease expiry	92% 5.0years

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

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$229m
- - - -
FY10 FY11 FY12 FY13 FY14+
Charter Hall Group
Strategic Acquisition & Equity Raising
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Asset type[1]

Geographical diversification[1]

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Direct
Australia
property
89%
85%
A-REIT China
portfolio 3%
4%
Hong
Kong
Wholesale 5%
funds Japan
11% 3%
1. As at 31 December 2009
44
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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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	NTAper unit Key Metrics(as at 31 Dec 09)	$0.92
	Balance sheet gearing	45.5%
	Portfolio overview(as at 31 Dec 09)
	Number ofproperties	1
	Portfolio value	$221.1m
	Weighted average caprate	6.80%
	Weighted average lease expiry	4.1years
	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

Asset allocation (by fund)[1]

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Macquarie
Credit
PSF
Suisse PF
29.6%
49.6%
Cash
0.7%
Macquarie
True Index
LPF
20.1%
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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%

Asset allocation (by security)[1]

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Cash / Other
17%
WDC
43%
GPT
5%
DXS
6%
MGR
7%
CFX SGP
8% 14%
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As at 31 December 2009

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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

Acquisition services

Acquisition coordination Due diligence Facilities management review OH&S review

Disposal services

Coordination Negotiations Vendor due diligence

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Development management

Site identification, procurement & bid structuring Feasibility analysis Market analysis Concept reviews Asset management Property management Facilities management Development management Occupational health and safety Utilities and insurance procurement Retail leasing, new leasing and renewal Centralised lease administration

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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

State	# locations	# staff
S/NSW, ACT, VIC, TAS1	3	38
N/NSW and QLD	4	17
SA	1	1
WA	4	12
TOTAL	12	68

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Revenue by service [2] Revenue by client [2]
Property & Facilities
Management
80%
MCW
95%
MREI
1%
Leasing
7%
MOF & MDPF
4%
Financial & Data
Management
13%
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Charter Hall Group Strategic Acquisition & Equity Raising

Includes head office in St Leonards, Sydney
Forecast for year ending 31 March 2010

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Appendix B Fee Structures

		Base management fee: 0.45% p.a. of gross assets up to $1bn and 0.40% p.a. > $1bn
MOF		Performance fee: 5% of the total outperformance (relative to the Office Property Trust Accumulation Index) and an additional 15% of outperformance in excess of 2% p.a.
		Total fees capped at 0.80% p.a. of gross assets

MDPF MMPT	    	Base management fee: 0.7% of gross assets for retail investors, 0.5% of gross assets for wholesale investors Performance fee: 20% of outperformance relative to the Mercer Unlisted Property Fund Index Base management fee: 3.6% of the total net income of the trust after all property outgoings Performance fee includes: 2% of the net proceeds from the sale of the Trust’s interest in the Property Base management fee: 0.89% p.a of the value of the assets of the trust
MPIF		Performance fee:12% of outperformance over benchmark hurdle capped at 0.9% of daily gross 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

Fee streams include:

Development management (% of contract price)
Project management (% project value)
Major tenant leasing / rent reviews (% of year 1 income plus flat lease administration fee)
Acquisitions and disposals (% purchase / sale price)
Due diligence (% purchase price)
Property financial management
Energy procurement

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)

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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

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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)

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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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Based on fees generated from the identification, negotiation and settlement of forecast acquisitions of investment properties within CHC, MOF and MCW in FY11 51

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Appendix C Financial Information

Expenses

Expenses comprise employment related costs, accommodation costs and other operating expenses. Costs have been forecast based on proposed offers of employment for the Platform staff, contracted or market rates of rent and estimates for other operating costs based on CHC’s current costs
Platform expenses are forecast to increase by 3% from FY10 to FY11

Interest expense

Interest expense includes margins and is calculated using forward curves as at 2 Feb 2010 and includes the impact of any hedges in place

Taxes

The actual future effective tax rate may vary as it will depend on the relative proportion of earnings derived in each of the jurisdictions the Combined Group will operate in

Minority interest

Minority interest relates to the 34% of CPRF that is not owned by CHC

Foreign exchange

The Financial Information is based on the foreign exchange forward curves as at 2 Feb 2010.
The following exchange rates are applied for the Balance Sheet as at Dec-09 :

AUD/USD 0.8992 AUD/EUR 0.6275 AUD/NZD 1.2370 AUD/JPY 80.1850

Average exchange rates for the 3 forecast months of the FY10 P&L:

AUD/USD 0.8723 AUD/EUR 0.6263 AUD/NZD 1.2426 AUD/JPY 79.2220

Average exchange rates for the 12 forecast months of FY11 P&L:
AUD/USD 0.8508 AUD/EUR 0.6119 AUD/NZD 1.2376 AUD/JPY 77.0094

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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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

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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

			Chief Executive Officer and alternate director for MOF
Adrian	Years in industry: 18		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	Years in industry: 11		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
Paul Sorensen	Years in industry: 25 Years at Macquarie: 3	 	Based in Chicago, Paul oversees all aspects of portfolio and asset management including acquisitions, disposals, refinancing, property management and leasing 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 Key risks

 Outline

This section summarises some of the key risks that may affect the future performance of an investment in CHC. This is not an exhaustive list of the relevant risks. If any of the following risks materialise CHC’s business, financial condition and operational results are likely to suffer. You should also consider consulting your financial or legal adviser so as to ensure you understand fully the terms of this Offer and the inherent risks.

 General risks affecting CHC

Economic environment : If the 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

 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.

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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.

Strategic Acquisition & Equity Raising

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Appendix E Key risks

 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

 Specific Risks for the Combined Group (continued)

Fixed nature of costs : Many costs associated with property assets are fixed in nature. The value of assets may be adversely affected if the income from the asset declines while these fixed costs remain unchanged.
Capital expenditure : The risk of unforeseen capital expenditure requirements may impact returns to investors.
Reliance on third party equity and funds : As a fund manager, earnings (both current and future) of CHC include fees from the establishment and management of wholesale and other unlisted funds. The ability of CHC to continue to derive such income is dependent on the ability of CHC Limited to continue to source and maintain equity from new and existing institutional investors and high net worth individuals for current and future funds.
Financial forecasts : The risk that any of the assumptions used in preparing the financial forecasts pertaining to this investor presentation may not be achieved, such that the forecast distributions cannot be achieved.
Pipeline of development opportunities: The development activities of CHC and the ability of CHC to secure suitable opportunities for operations is dependent on the supply of appropriate property opportunities. A lack of supply of suitable opportunities or investor capital may affect the performance and growth of CHC Limited’s Funds Management Division and Development Division.
Insurance risk : CHC and its managed funds maintain insurance coverage in respect of their properties and business. Some risks are not able to be insured at acceptable prices. Insurance coverage may not be sufficient and if there is an event causing loss it may be that not all losses will be recoverable.
Litigation and disputes : Legal and other disputes (including industrial disputes) may arise from time to time in the ordinary course of operations. Any such dispute may impact on earnings or affect the value of CHC’s assets.

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Appendix F Jurisdictions

 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.



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;

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(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
Charter Hall Group 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.

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Charter Hall Group Strategic Acquisition & Equity Raising

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

Appendix F Jurisdictions

 Switzerland

Neither the Securities nor the Entitlements may be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither this document nor any other offering or marketing material relating to the Securities or the Entitlements constitutes a prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations or the Swiss Federal Act on Collective Investment Schemes (the CISA), and neither this document nor any other offering or marketing material relating to the Securities and the Entitlements may be publicly distributed or otherwise made publicly available in Switzerland. The Securities and the Entitlements may only be offered, sold or advertised, and this presentation as well as any other offering or marketing material relating to 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 Strategic Acquisition & Equity Raising

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

Appendix F Jurisdictions

 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.

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Charter Hall Group Strategic Acquisition & Equity Raising

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

Appendix F Jurisdictions

 Hong Kong

– The contents of this document have not been reviewed or approved by any regulatory authority in Hong Kong. In particular, this document has not been, and will not be, registered as a 'prospectus‘ in Hong Kong under the Companies Ordinance (Cap 32) (the CO) nor has it been authorised by the Securities and Futures Commission (the SFC) in Hong Kong pursuant to the Securities and Futures Ordinance (Cap 571) of the Laws of Hong Kong (the SFO). Recipients are advised to exercise caution in relation to any offer of Securities by CHC. If recipients are in any doubt about any of the contents of this document, they should obtain independent professional advice. This document does not constitute an offer or invitation to the public in Hong Kong to acquire any Securities nor an advertisement of Securities in Hong Kong. This document must not be issued, circulated or distributed in Hong Kong other than:

(a) to 'professional investors' within the meaning of SFO and any rules made under that ordinance (Professional Investors); or
(b) in other circumstances which do not result in this information being a 'prospectus' as defined in the CO nor constitute an offer to the public which requires authorisation by the SFC under the SFO.

– Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the content of which is likely to be accessed or read by, the public of Hong Kong other than with respect to Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to Professional Investors. Any offer of the Securities will be personal to the person to whom relevant offer documents are delivered by or on behalf of CHC, and a subscription for the Securities will only be accepted from such person. No person who has received a copy of this document may issue, circulate or distribute this document in Hong Kong or make or give a copy of this document to any other person. No person allotted Securities may sell, or offer to sell, such Securities to the public in Hong Kong within six months following the date of issue of such Securities.

 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 Strategic Acquisition & Equity Raising

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

Appendix G Glossary

	Meaning Term
	The acquisition of the majority of Macquarie’s core real estate management platform by CHC Acquisition
	Accounting International Financial Reporting Standards AIFRS
	Australian Securities Exchange ASX
	Assets under management AUM
	Capitalisation rate Cap rate
	CB Richard Ellis CBRE
	Chief Executive Officer CEO
	Chief Financial Officer CFO
	Charter Hall Group CHC
	Charter Hall Limited CHL
	Charter Hall Property Trust CHPT
	Equity investments in MOF, MCW and MDPF Co-investments
	CHC post acquisition of the Platform Combined Group
	Completion of the transfer of the shares in the management entities being acquired under the Acquisition Completion
	Core Plus Retail Fund CPRF
	Cents per security Cps
	Distribution per security DPS
	Earnings before interest and tax EBIT
	Earnings per security EPS
	MOF, MCW, MDPF, MMPT and MPIF Funds

	Foreign exchange FX
	70 Charter Hall Group Strategic Acquisition & Equity Raising

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

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

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Charter Hall Group Strategic Acquisition & Equity Raising

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

AI assistant

CHARTER HALL GROUP — Capital/Financing Update 2010

64645_rns_2010-02-11_2fb5b3a3-94bf-494d-9fbb-8237dc11f54a.pdf

Important Notices

Executive Summary

NOTES:

Transformational Acquisition

NOTES:

Agenda

1. Acquisition Overview

Acquisition Overview

NOTES:

Overview of the Platform

NOTES:

Pricing of management business

Macquarie management business pricing

NOTES:

Overview of Funds

NOTES:

Due Diligence Process

 CHC has conducted detailed due diligence on the Platform with the assistance of third party advisers

NOTES:

Acquisition Impact

Transformational transaction

NOTES

AUM increases to over $10 billion

NOTES

Improved diversity of AUM

NOTES

Improved diversity of AUM

Capital source (post Acquisition)

Substantial increase in recurring income

NOTES:

CHC look-through assets

CHC look-through tenant profile

Lease expiry profile (years)

Top 10 tenants (post Acquisition)

NOTES:

Benefits for Fund investors

Fund strategies maintained

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

Investors in CHC’s current funds

Complementary management expertise

Staff arrangements

Settlement and transitional arrangements

NOTES:

Ongoing arrangements with Macquarie

NOTES:

Integration strategy

Financial information

CHC EPS impact

NOTES:

Sources and uses of funding

NOTES:

Transaction funding

NOTES:

FY10 and FY11 Forecast Income Statement[1]

NOTES:

Pro forma Balance Sheet[1]

NOTES:

Entitlement Offer and Institutional Placement

Entitlement Offer

Institutional Placement

 New securities rank equally with existing securities

Offer Timetable

NOTES:

Summary

Appendix A Overview of MOF

Debt maturity profile

Appendix A Overview of MCW

Debt maturity profile

Geographical diversification[4]

Appendix A Overview of MDPF

Debt maturity profile

Geographical diversification[1]

Appendix A Overview of MMPT

Appendix A Overview of MPIF

Asset allocation (by fund)[1]

Asset allocation (by security)[1]

Appendix A Overview of Asset Services business

CHARTER HALL GROUP Capital/Financing Update 2010