CHARTER HALL GROUP — Capital/Financing Update 2012

May 21, 2012

22 May 2012

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

Dear Ms So

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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 following changes to the number of securities within the Charter Hall Performance Rights and Options Plan (PROP).

• Exercise of 17,348 options and issue of stapled securities;

• Lapse of 23,552 options and performance rights; and

• Issue of 431,516 service rights[1]

This will result in the following PROP balance adjustments:

Security	Description	On Issue	Exercise of Options	Balances after exercise
CHCAZ	PerformanceRightsExp1Jul 2013	465,388	No change	465,388
CHCAB	PerformanceRightsExp1Jul 2014	3,825,184	No change	3,825,184
CHCAM	PerformanceRightsExp1Jul 2012	587,488	-5,148	582,340
CHCAS	Performance Rights Exp 1 Jul 2013	1,057,762	No change	1,057,762
CHCAY	Service Rights Exp 01-Jul-2013	157,697	No change	157,697
New	ServiceRightsExp29-Aug-2012		171,462	171,462
New	ServiceRightsExp 31-Dec-2013		260,054	260,054
CHCAK	OptExp 04-Nov 2014 Ex$1.94	1,772,041	No change	1,772,041
CHCAO	OptExp13-Nov-2014 Ex$1.94	1,095,889	-35,752	1,060,137
CHCAQ	Opt Exp 18-Jun-2015 Ex $2.80	1,089,272	No change	1,089,272
CHCAA	Opt Exp 06-Sep-2015 Ex $2.35	123,397	No change	123,397
CHCAU	OptExp 06-Sep-2015Ex$2.44	1,432,280	No change	1,432,280
CHCAW	OptExp 06-Sep-2015Ex$2.44	1,163,464	No change	1,163,464
	Total	12,769,862	390,616	13,160,478

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

1 171,462 were issued to the Joint Managing Directors in accordance with Securityholder approval at the 2011 Annual General Meeting.

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As a result of the above there are now 296,846,225[2] stapled securities on issue.

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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Natalie Allen Company Secretary

2 Includes 678,055 securities issued under the Executive Loan Security Plan (ELSP) 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 296,168,170.

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 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 a) Stapled Securities b) Service Rights c) Service Rights

• 2 Number of[+] securities issued or to be issued (if known) or maximum a) 17,348 number which may be issued b) 171,462 c) 260,054

• 3 Principal terms of the[+] securities (eg, if options, exercise price and expiry a) Fully Paid Stapled Securities date; if partly paid[+] securities, the b) Exercise price $0.00 amount outstanding and due dates Vesting date 29 August 2012 for payment; if +convertible Expiry date 29 August 2012 securities, the conversion price and c) Exercise price $0.00 dates for conversion) Vesting dates 31 December 2012 and 31 December 2013 Expiry date 31 December 2013

• See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable)	a) Yes b) N/A c) N/A	a) Yes b) N/A c) N/A
	a) $1.94 per fully paid Stapled Security b) $0.00 c) $0.00
	a) Exercise of Options under the Charter Hall Performance Rights and Options Plan (PROP) b) Service Rights Issued under the Charter Hall Performance Rights and Options Plan (PROP) to the Joint Managing Directors (approved by Security-holders at the 2011 Annual General Meeting). c) Service Rights Issued under the Charter Hall Performance Rights and Options Plan (PROP)
	21 May 2012
	Number	~~+~~Class
	296,846,225	CHC Stapled Securities

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	~~+~~Class
	465,388 3,825,184 582,340 1,057,762 157,697 171,462 260,054 1,772,041 1,060,137 1,089,272 123,397 1,432,280 1,163,464	CHCAZ Performance Rights CHCAB Performance Rights CHCAM Performance Rights CHCAS Performance Rights CHCAY Service Rights New code Service Rights New code Service Rights CHCAK Options CHCAO Options CHCAQ Options CHCAA Options CHCAU Options CHCAW Options
	N/A

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval required?

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

• 17 N/A

• 17 Policy for deciding entitlements in relation to fractions

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

18 Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 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? 32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

Part 3 - Quotation of securities

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

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

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

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

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought

• 39 Class of[+] securities for which quotation N/A is sought

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

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

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

Sign here: ...... ............................. Date: 22 May 2012

Print name: Natalie Allen Company Secretary

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003