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CHARTER HALL GROUP Capital/Financing Update 2011

Jul 7, 2011

64645_rns_2011-07-07_66064811-781b-4859-8cf2-2ec80f738474.pdf

Capital/Financing Update

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8 July 2011

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Stephanie So Advisor, Issuers (Sydney) ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Ms So

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

Performance Rights and Options Plan

Please be advised of the issue of stapled securities as a result of the exercise of options and resulting lapse of options under the Charter Hall Performance Rights and Options Plan (PROP).

  • Exercise of 54,644 options and issue of stapled securities.

This will result in the following PROP balance adjustments:

Security Description On Issue No. of Lapsed Options
& Performance Rights
Balances
after lapse
CHCAZ PerformanceRightsExp1Jul 2013 465,388 No change 465,388
CHCAM PerformanceRightsExp1Jul 2012 787,840 No change 787,840
CHCAS PerformanceRightsExp1Jul 2013 1,508,001 No change 1,508,001
CHCAI PerformanceRightsExp 30-Sep-2011 388,564 No change 388,564
CHCAY ServiceRightsExp 01-Jul-2013 316,377 No change 316,377
CHCAK Opt Exp 04-Nov 2014 Ex $1.94 3,150,062 -54,644 3,095,418
CHCAO OptExp13-Nov-2014 Ex$1.94 1,421,139 No Change 1,421,139
CHCAQ OptExp18-Jun-2015Ex$2.80 1,611,656 No change 1,611,656
CHCAU OptExp 06-Sep-2015Ex$2.44 2,035,649 No change 2,035,649
CHCAW OptExp 06-Sep-2015Ex$2.44 1,163,464 No Change 1,163,464
CHCAA OptExp 6-Sep-2015Ex$2.35 123,397 No Change 123,397
Total 12,971,537 -54,644 12,916,893

Note: Opt = option, Exp = expiry, Ex = exercise price

As a result of the above there are now 307,866,815[1] stapled securities on issue.


1 - Includes 12,585,899 securities issued under the Executive Loan Security Plan which are not recognised for accounting purposes in accordance with AASB 2 Share Based Payments. Therefore the number of securities that should be used for NTA, EPS and DPS purposes is 295,280,916.

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Please find attached the Appendix 3B in regards to the above.

Please contact the undersigned if you require further information.

Yours faithfully

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Nathan Francis Company Secretary

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

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

ABN

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

We (the entity) give ASX the following information.

Part 1 - All issues

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

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities (eg,
if options, exercise price and expiry
date; if partly paid+securities, the
amount outstanding and due dates
for
payment;
if
+convertible
securities, the conversion price and
dates for conversion)
Stapled Securities
54,644
Fully Paid Stapled Securities
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

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

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

  • 5 Issue price or consideration $1.94 per fully paid Stapled Security 6 Purpose of the issue (If issued as consideration for the Exercise of 54,644 Options under the Charter acquisition of assets, clearly identify Hall Performance Rights and Options Plan those assets) (PROP)

7 Dates of entering[+] securities into uncertificated holdings or despatch 8 July 2011 of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 307,866,815 Stapled Securities ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
Number +Class
388,564
3,095,418
787,840
1,421,139
1,611,656
1,508,001
316,377
2,035,649
465,388
1,163,464
123,397
CHCAI Performance Rights
CHCAK Options
CHCAM Performance
Rights
CHCAO Options
CHCAQ Options
CHCAS Performance
Rights
CHCAY Service Rights
CHCAU Options
CHCAZ Options
CHCAW Options
CHCAA Options
  • 10 Dividend policy (in the case of a As per the existing stapled securities trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will
be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

18 Names of countries in which the N/A entity has[+] security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of N/A acceptances or renunciations

  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount
of
any
handling
fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the date
of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell their
entitlements_in full_through a
broker?
31
How do+security holders sell_part_
of their entitlements through a
broker and accept for the balance?
N/A
N/A
N/A

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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

  • 33 +Despatch date N/A

Part 3 - Quotation of securities

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

  • 34 Type of securities

  • ( tick one )

  • (a)[Securities described in Part 1 ]

  • (b)[All other securities ]

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37[A copy of any trust deed for the additional ][+][securities ]
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

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

  • 2 We warrant the following to ASX.

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

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

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

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

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

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

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

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

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

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

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Sign here: ........................................... Date: .........................8 July 2011

Print name: Nathan Francis Company Secretary

  • See chapter 19 for defined terms.

Appendix 3B Page 9

1/1/2003