CHARTER HALL GROUP — Capital/Financing Update 2015

May 19, 2015

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S PERSONS Charter Hall Group

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Growth equity raising presentation 20 May 2015

Charter Hall Group

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Important information

Disclaimer

Past and future performance

This presentation contains information as to past performance of the Group. Such information is given for illustrative purposes only, and is not – and should not be relied upon as – an indication of future performance of the Group. The information in this presentation has been obtained from or based on sources believed by the Group to be reliable. This presentation contains certain “forward looking statements”. Forward looking words such as “expect”, “should”, “could”, “may”, “will”, “believe”, “forecast”, “estimate” and other similar expressions are intended to identify forward-looking statements. While due care and attention has been used in the preparation of forward looking statements, such statements are not guarantees of future performance.

Such statements are subject to various known and unknown risks, uncertainties and other factors that are in some cases beyond the Group’s control. These risks, uncertainties and factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements and from past results, performance or achievements. The Group cannot give any assurance or guarantee that the assumptions upon which management based its forward-looking statements will prove to be correct or exhaustive beyond the date of its making, or that the Group’s business and operations will not be affected by other factors not currently foreseeable by management or beyond its control. Such forward-looking statements only speak as at the date of this announcement and the Group assumes no obligation to update such information.

No liability

The information contained in this presentation has been prepared by the Group in good faith. No representation or warranty, express or implied, is made as to the accuracy, adequacy, reliability or completeness of any statements, estimates, opinions or other information contained in this presentation, any of which may change without notice. This includes, without limitation, any historical financial information and any estimates and projections and other financial information derived from them (including any forward-looking statement). Nothing contained in this presentation is, or may be relied upon, as a promise or representation, whether as to the past or the future.

To the maximum extent permitted by law, the Group and the underwriters (including their respective unitholders, shareholders, directors, officers, employees, affiliates and advisers) disclaim and exclude all liability for any loss or damage suffered or incurred by any person as a result of their reliance on the information contained in this presentation or any errors in or omissions from this presentation. Neither the underwriters, nor any of their advisers, affiliates, related bodies corporate, directors, officers, partners, employees or agents have caused, permitted to cause or caused the issue, submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them. To the maximum extent permitted by law, no party nor any other person accepts any other liability, including without limitation, any liability arising from fault, negligence or lack of care, for any loss or damage arising from the use of this presentation or its contents or otherwise in connection with it.

The underwriters and their advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your related parties should participate in the equity raising nor do they make any representations or warranties to you concerning the equity raising, and you represent, warrant and agree that you have not relied on any statements made by any of the underwriters, their advisers or any of their affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the equity raising and you further expressly disclaim that you are in a fiduciary relationship with any of them.

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

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Charter Hall Group

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Important information

Disclaimer

Prior to making a decision in relation to the Group’s securities, products or services, investors, potential investors and customers must undertake their own due diligence as to the merits and risks associated with that decision, which includes obtaining independent financial, legal and tax advice on their personal circumstances.

This presentation is not, and does not constitute, an offer to sell or the solicitation, invitation or recommendation to purchase any securities and neither this announcement nor anything contained herein 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” (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) (“U.S. Person”). This presentation 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 Offer discussed herein have not been and will not be registered under the Securities Act, and 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 U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”).

Each individual or institution that reviews this presentation that is in the United States or that is, or is acting for the account or benefit of, a U.S. Person, will be deemed to represent that such entity (and any person on whose behalf such entity is acting) is both a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act. Each such person will also be deemed to acknowledge and agree that it will not copy, forward, deliver or distribute this presentation, electronically or otherwise, to any other person. If you are unable to provide the foregoing representations, warranties and agreements, please do not read this presentation. Please return it immediately to the Group and destroy or delete any copies.

By reading this presentation and to the extent permitted by law, the reader releases each entity in the Group and its affiliates, and any of their respective directors, officers, employees, representatives or advisers from any liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or loss or damage arising by negligence) arising in relation to any reader relying on anything contained in or omitted from this presentation.

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Charter Hall Group

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Equity raising

Equity raising to fund growth across the platform with FY15 guidance reaffirmed

Equity Raising

• Charter Hall is conducting a $225 million fully underwritten Institutional Placement and a non-underwritten Security Purchase Plan (capped at $10 million)

• $4.78 per security fixed issue price, representing a 2.8% discount to close price on 20 May 2015

• New securities will rank equally with existing securities and will be entitled to the full distribution for the six months to 30 June 2015

• Proceeds will be used to fund identified investments alongside capital partners and provide capacity for future growth opportunities

Impact of the Equity Raising

• Charter Hall reaffirms that absent unexpected events, FY15 guidance is 7 - 9% growth on FY14 operating earnings per security

• The distribution payout ratio range is unchanged and is expected to be between 85% - 95% of operating earnings per security

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Core Plus Office Fund – 333 George Street, Sydney NSW Artist impression

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Charter Hall Group

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Purpose of the equity raising

Fund identified investments and provide capacity for future growth opportunities

• The equity raising is being undertaken to:

• Enable Charter Hall to fund identified equity investments alongside its capital partners

• Provide capacity for future co-investment as growth opportunities are identified alongside new and existing partners

• The current identified equity investments relate to the following funds and partnerships:

			Pro-forma
			ownership	Indicative
Sector	Funds	Investing alongside our capitalpartners	**stake1 **	timing
Industrial	Core Logistics Partnership (CLP)	Top-up of original investment commitment	15%	Jun - Sep 15
Office	Core Plus Office Fund (CPOF)	Participate in capital raising	10%	Jun 15
Retail	Retail Partnership 6 (RP6)	Previously announced commitment	20%	Jul - Sep 15
Industrial / Office	Direct funds (DIF3 / DOF)2	Investment support to drive acquisitions	17% / 10%	Jul 15
Hospitality	Long WALE Investment Partnership 2 (LWIP2)	Co-investment in new wholesale partnership	10%	Through FY16

1. Shown pro-forma for the full investment from Charter Hall and the identified capital partners.

2. Direct funds include: Charter Hall Direct Industrial Fund No. 3 and Charter Hall Direct Office Fund.

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Charter Hall Group

Sources and uses

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The majority of the raising proceeds have been committed

• Of the Institutional Placement proceeds, $175 million (approximately 78%) has been committed to fund co-investment opportunities alongside capital partners

• The balance of the raising proceeds (22%) will increase Charter Hall’s available capacity for additional growth opportunities

• Following the equity raising Charter Hall will have no drawn balance sheet debt

Sources of funds1 $m Institutional Placement 225 Total sources 225	Uses of funds1 Status $m %
	Identified investments Invested / Committed 175 78%
	Uncommitted growth capital and costs Uncommitted 50 22%
	Total uses 225 100%

1. Relates to the fully underwritten component of the equity raising only.

2. Any proceeds raised under the non-underwritten Security Purchase Plan (which is capped at $10 million) will increase the Group’s allocation of equity to uncommitted growth capital

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

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Charter Hall Group

Offer details

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Fully underwritten Institutional Placement and non-underwritten Security Purchase Plan

$225m fully underwritten Institutional Placement and non-underwritten Security Purchase Plan

• Securities will rank equally with existing Charter Hall securities and will be entitled to the full distribution for the six months ending 30 June 2015

	Offerpricing summary	Metric
	Offer price per security	$4.78
	Discount to close on 20 May 2015	(2.8)%
	Discount to 5-day VWAP	(3.6)%

Indicative Timetable

Indicative Timetable
Event	Date
Record Date for the Security Purchase Plan	7:00pm (Sydney time) Tuesday, 19 May 2015
Institutional Placement	After market on Wednesday, 20 May 2015
Settlement of securities under the Institutional Placement	Tuesday, 26 May 2015
Security Purchase Plan opens	Tuesday, 26 May 2015
Allotment and trading of Institutional Placement securities	Wednesday, 27 May 2015
Security Purchase Plan closes	5:00pm (Sydney time) Wednesday, 10 June 2015
Announcement of result of the Security Purchase Plan	Wednesday, 17 June 2015
Allotment of Security Purchase Plan securities	Thursday, 18 June 2015
Trading commences in Security Purchase Plan securities	Friday, 19 June 2015

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

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Charter Hall Group

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Important information

International offer restrictions

This document does not constitute an offer of new stapled securities ("New Securities") of the Group in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Securities may not be offered or sold, in any country outside Australia except to the extent permitted below.

Hong Kong

WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The issuer is not authorised or recognised by the MAS and the New Securities are not allowed to be offered to the retail public. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Securities may not be circulated or distributed, nor may the New 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 except to "institutional investors" (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are not an institutional investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the New Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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

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Charter Hall Group

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Important information

International offer restrictions

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Securities are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Switzerland

The New Securities may not be distributed in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance of prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the New Securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of New Securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of New Securities.

This document is personal to the recipient only and not for general circulation in Switzerland.

United States

This presentation is not, and does not constitute, an offer to sell or the solicitation, invitation or recommendation to purchase any securities and neither this announcement nor anything contained herein 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” (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) (“U.S. Person”). This presentation 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 Offer discussed herein have not been and will not be registered under the Securities Act, and 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 U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”).

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

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