CHARTER HALL GROUP

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21 December 2010

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

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

Dear Ms Wigneswaran

Security Trading Policy

In accordance with the new Listing Rule 12.9, please find attached a copy of Charter Hall Group’s (ASX: CHC) Security Trading Policy.

Please do not hesitate to contact the undersigned if you require further information.

Yours faithfully

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Nathan Francis Company Secretary

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Securities Trading Policy for Directors and Employees

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1	Definitions ...............................................................................................................3
2	Reasons for the policy ............................................................................................4
3	Prohibitions .............................................................................................................4
4	Permitted dealings ..................................................................................................5
5	Dealing in units .......................................................................................................6
6	Pre-notification, reporting and conduct of dealings ................................................7
7	Takeovers and schemes of arrangements .............................................................8
8	Breaches.................................................................................................................8
9	Distribution of the policy..........................................................................................8
10	Review of policy......................................................................................................9
11	Further information ...............................................................................................10

Charter Hall Group | Securities Trading Policy

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1. Definitions

This Securities Trading Policy (the Policy) relates to trading in Securities issued by Charter Hall by its Directors and Employees and trading by Charter Hall entities.

In this Policy:

Chairman means the chairman of Charter Hall Limited (CHL) and Charter Hall Funds Management Limited (CHFML) or in his/her absence, their nominee;
Charter Hall means :
Charter Hall Limited and the Charter Hall Property Trust (CHPT), jointly listed on the Australian Securities Exchange (ASX) as a stapled entity, trading under ASX ticker code CHC, and
Charter Hall Office Management Limited (CHOML) as Responsible Entity for Charter Hall Office REIT, listed on the ASX trading under ticker code CQO, and
Charter Hall Retail Management Limited (CHRML) as Responsible Entity for Charter Hall Retail REIT, listed on the ASX trading under ticker code CQR.
Charter Hall Direct Property Management Limited (CHDPML) as Responsible Entity for Charter Hall Direct Property Fund, Macquarie Property Income Fund and Macquarie Martin Place Trust.
Any of their subsidiaries (whether ownership is held directly or indirectly).
Company Secretary means the Company Secretary of CHL and CHFML or in his/her absence, the Assistant Company Secretary;
Dealing includes:
a. buying and selling; or
b. agreeing to buy or sell; or
c. procuring another person to buy or sell; or
d. communicating (directly or indirectly) information that, if it were generally known, would be likely to cause another person to buy or sell.
Directors mean directors and any alternate directors of CHL, CHFML, CHOML, CHRML and CHDPML and Director means any one of them.
Employee means an employee of Charter Hall, and contractors required to comply with Charter Hall’s policies and procedures (e.g. long term temporary staff).
Inside Information means information that is not generally available to the market that, if it were available, it would be reasonable to expect to have a material effect on the price of Securities. It is information affecting the company’s financial position, strategy or operations and it includes (but is not limited to) sales figures; profit forecasts; capital expenditure; borrowings; liquidity and cashflow; significant changes in operations; management restructuring; impending mergers and acquisitions, reconstructions or takeovers; major asset purchases or sales; new products and technology, etc. In contrast, information is generally available where the information is made known in a manner that would, or would be likely to, bring it to the attention of people who commonly invest in Charter Hall Securities or financial products similar to those offered by Charter Hall.
Securities includes stapled securities, shares, quoted (ie listed) units, debt securities and other financial instruments, issued by Charter Hall or any interest created over Securities by third parties, structured financial products, swaps, future contracts, contracts for differences, options, warrants, depositary receipts or other derivates over or related to the performance of Securities.

Charter Hall Group | Securities Trading Policy

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Units means unquoted (ie unlisted) units offered under a Product Disclosure Statement or Prospectus (PDS) or Information Statements (IM) issued in respect of any Charter Hall Funds.

2. Reasons for the policy

Directors and Employees of Charter Hall are encouraged to be long term holders of Securities. However, it is important that they conduct their personal investment activity in a manner that is lawful and avoids conflict of interest between the Directors or Employees personal interest and those of Charter Hall.

The Policy is specifically designed to raise awareness and minimise any potential for breach of the prohibitions on insider trading contained in the Corporations Act 2001 (Cth.) (the Act) and to provide guidance to Directors and Employees when Dealing in Securities, so as to minimise the chance that Directors and Employees Dealings in Securities may be misinterpreted as Dealing while in possession of Inside Information.

3. Prohibitions

3.1 Insider trading prohibition

Consistent with the law, all Directors and Employees of Charter Hall are prohibited in all circumstances from Dealing in Securities at any time if they are in possession of Inside Information regarding Charter Hall whether or not there is a Trading Blackout (refer to Section 4). In particular, this prohibition means that, if in possession of Inside Information, Directors and Employees, and Charter Hall entities must not :

a. buy or sell Securities;
b. procure someone else to buy or sell Securities, which includes inducing or encouraging those third parties to Deal; and
c. pass on Inside Information to a third party where that person knows, or ought to reasonably know, that the third party would be likely to buy or sell or procure someone else to buy or sell Securities.

Broadly speaking, breaching any of these prohibitions may constitute insider trading .

The prohibition extends to Dealings by Directors and Employees where they use nominees, agents, family members, companies or trust, i.e. a Director or Employee of Charter Hall can still be guilty of insider trading even though they are not the actual person who bought or sold the Securities.

It also does not matter how or where they obtained the information – it does not have to be from Charter Hall to constitute Inside Information.

3.2 Third parties

Charter Hall Directors and Employees must not Deal in securities in a company or trust that Charter Hall is transacting with or has an interest in, where the Director or Employee becomes privy to Inside Information about that company or trust in the course of their service or employment with Charter Hall.

Charter Hall Group | Securities Trading Policy

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When dealing with advisers and contractors, it is important that Charter Hall Employees and Directors seek to ensure confidentiality if and when these third parties may become privy to Inside Information. Where practicable, this will be achieved by entering into a confidentiality agreement with the relevant parties or inserting a confidentiality clause in the respective agreements. However, and notwithstanding that a confidentiality agreement may have not been entered into, if an adviser or contractor of Charter Hall (including professional services providers) Deals in Charter Hall Securities while in possession of Inside Information, this may result in the termination of their working relationship with Charter Hall.

3.3 No short-term trading of Securities

It is contrary to this Policy for Directors and Employees to engage in short-term trading (i.e. acquiring Securities and disposing of them within four weeks or less from the date of acquisition) of Securities, except in the circumstances outlined in section 6.2 of this Policy.

3.4 Hedging of Securities

It is also contrary to this Policy to seek or enter into any type of transactions or arrangements that would hedge the exposure to movements in the price of unvested Securities and, in particular, arrangements or transactions in associated products which limit the economic risk of participating in equity based remuneration schemes whereby the unvested Securities are issued.

In regards to vested securities (held within the Group’s ELSP or other Group employee incentive schemes) or securities held outside such schemes Directors and Employees are only permitted to buy a derivative position (for example this Policy permits entering into a contract to buy a put or a call option, however not a contract to sell a put or a call option). The intention of this Policy is that it only permits hedging arrangements which are in the control of the Director or Employee rather than control of any third party. In taking out such approved positions Directors and Employees must observe the requirements of this Policy at all times.

The intention of this Policy is that it only permits hedging arrangements which are within the control of the Director or Employee rather than conferring control of any purchase or sale decision to a third party. In entering into and in taking any action pursuant to any derivative transaction, Directors and Employees must observe the requirements of this Policy at all times.

4. Permitted dealings

4.1 Dealing in Securities

Subject at all times to not being in possession of Inside Information Directors and Employees can Deal in Securities at any time except during Trading Blackouts, subject to the notification and approval procedures set below.

4.2 Trading Blackouts

There are 4 (four) designated Trading Blackouts in relation to Securities:

Prior to distribution announcements:
a. The period commencing 1 December and ending on the day after the public release to the ASX, by Charter Hall of its estimated dividend/distribution for the half year ending 31 December, and

Charter Hall Group | Securities Trading Policy

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b. The period commencing 1 June and ending on the day after the public release to the ASX, by Charter Hall of its estimated dividend/distribution for the full year ending 30 June; and
Prior to results announcements:
a. The period commencing 15 January and ending on the day after the public release to the ASX, by Charter Hall of its half year results, and
b. The period commencing 15 July and ending on the day after the public release to the ASX, by Charter Hall of its full year results.

Notwithstanding these designated Trading Blackouts, Charter Hall may declare a Trading Blackout in respect of Securities at any time at its absolute discretion and without prior notice if considered necessary by the Directors.

Trading Blackouts will operate automatically at the times described above. The Company Secretary may notify Directors and Employees by e-mail when a Trading Blackout commences or closes and will include a daily reminder that the Blackout is in effect in Charter Hall’s internal newsletter until the Blackout period ceases.

No Dealing in Securities may occur within the Trading Blackouts without special leave being granted by the Chairman and one of the Joint Managing Directors. Leave will ordinarily only be granted in situations of financial hardship and only in the event that the person involved is not in possession of Inside Information affecting Securities.

A situation may arise where Securities are held by Directors or Employees within a margin lending account and a sale of those Securities is enforced by the lending institution. If such a sale occurs during a Trading Blackout period, the Chairman will consider whether a breach of this policy has been made after considering all circumstances.

4.3 Participation in Employee Securities Plans

Directors and Employees, where invited to participate, may make applications for and acquire Securities under those applications under any employee share plan, irrespective of any Trading Blackout in effect. There are no prior notifications or approvals required in respect to this.

However, any subsequent Dealing by participating Directors or Employees will be subject to the general prohibitions and procedural requirements set out in this Policy.

4.4 Participation in Distribution and Dividend Reinvestment Plans (DRP)

In the case of DRP, the Director or Employee must only elect to participate or cease participation in the DRP when they are not in possession of Inside Information. Subsequent acquisitions of new Securities by virtue of the routine operation of the DRP need not be notified (except in the case of Directors, where notice of the completed trading is required as per Clause 6.3 below) or consented to.

5. Dealing in units

All provisions in this Policy regarding Securities are applicable (where relevant) when Dealing in Units EXCEPT provisions in relation to Trading Blackouts. Trading Blackouts DO NOT APPLY when Dealing in Units. Specifically, notification requirements (see below) and

Charter Hall Group | Securities Trading Policy

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insider trading provisions are fully effective in relation to Units as they are in relation to Securities.

6. Pre-notifications, reporting and conduct of dealings

6.1 Notification of intention to Deal

When permitted to deal in accordance with this policy, all Employees Dealing in Securities must inform either one of the Joint Managing Directors of any proposed Dealing not later than the day of the proposed Dealing.

In the case of a Director , they must also provide prior notice of any intention to Deal to the Chairman. In the case of notice by a Chairman , to each of the non-executive Directors .

The prior notification may be given in writing or verbally. If the notification is given verbally it must be followed by a written confirmation to the relevant person as soon as possible with a copy to the Company Secretary. The e-mail whereby the notification is made should include the words TRADING NOTIFICATION or similar in the subject line.

6.2 Consent for Dealing

Employees should not complete the proposed Dealing until any necessary consent is given by either one of the Joint Managing Directors.

In the case of a Director, they must obtain consent from Chairman prior to Dealing (or, in the case of the Chairman, by each of the non-executive Directors).

Consent will not be given if there is any possibility that this Policy could be breached. No reason will be given for the grant or refusal of consent to Deal in Securities. Consent may be given in writing or verbally. Where consent is given verbally, written confirmation should follow.

In particular, consent may not be given when management accounts are available prior to the commencement of a designated Trading Blackout.

If a person would require special leave to Deal during a Blackout Period or to engage in short term trading due to financial hardship or Dealing in Securities acquired as part of an entitlement offer, or similar circumstances, he/she must request it, in the case of staff, from either one of the Managing Director’s or in the case of a Director from the Chairman, and in the case of the Chairman from the non-executive Directors, via the Company Secretary and must not complete the Dealing until authorisation is given in writing to him/her by the Chairman and the relevant Managing Director, as required.

6.3 Reporting of completed Dealings

Once a Dealing of any Securities is completed by or for a Director or an Employee, its completion, and the date, price and volume and the name to which the purchase was made (i.e. the Employee or Director’s own name, a trustee entity, a family member, etc.), must be reported within 24 hours by e-mail to the Company Secretary (and also the Chairman in the case of a Director or, in the case of a Chairman, to each of the non-executive Directors). The Company Secretary will maintain a register of Employee and Director Dealings.

Note: Charter Hall must disclose any purchase or sale of Securities by any one of its Directors to the ASX within 5 business days from the Dealing being completed.

Charter Hall Group | Securities Trading Policy

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Directors must also inform the Chairman, Managing Directors and/or the Company Secretary of any ‘margin loans’ or similar arrangements taken by them over Securities. The Board of Directors will decide whether disclosure is required in relation to margin loans taken by Director/s.

NOTE: In accordance with the ASX Companies Update of 29 February 2008, in certain circumstances the existence of ‘margin loans’ or similar arrangements financing securities holdings may constitute material price sensitive information.

7. Takeovers and schemes of arrangements

The restrictions in this Policy do not prevent a Director or an Employee from accepting a takeover bid or from selling Securities under a scheme of arrangement in respect of Charter Hall.

8. Breaches

Insider trading, or the perception of insider trading, by any Director or Employee, will not be tolerated. Any allegation of insider trading would be likely to have a serious detrimental impact on Charter Hall’s business. We must all be seen to be actively and diligently upholding the law and complying with this Policy.

Breaches of this Policy will be viewed seriously and may lead to disciplinary action being taken against the relevant Director or Employee. In serious cases, such action may include dismissal or removal from office. Any Director or Employee who becomes aware of a violation of this Policy should immediately report the violation to the Company Secretary.

It should also be noted that, in some circumstances, Charter Hall may be obliged to notify regulatory and/or criminal authorities of a serious breach of this Policy. Insider trading is a crime and can result in penalties which include:

For an individual – a fine of up to $220,000 and a jail term of up to five years; and for a corporation (i.e. Charter Hall) – a fine of up to $1,100,000.

In addition, the insider trader, and any other persons involved in the contravention, may also be liable to compensate third parties for any resulting loss.

9. Distribution of policy

Directors will be provided with a copy of this Policy upon appointment. Employees will receive a copy of the Policy upon employment.

A full copy of the Policy will be placed in the Governance Section of Charter Hall’s website.

Charter Hall Group | Securities Trading Policy

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10. Review of policy

This Policy will be reviewed regularly by the Directors, having regard to the changing circumstances of Charter Hall and any changes to the Policy will be notified in accordance with the process in Section 4 above (i.e. by e-mail from the Company Secretary). If Directors, Employees or advisers have any comments or views concerning the operation or effectiveness of the Policy, they should be communicated to the Company Secretary.

Charter Hall Group | Securities Trading Policy

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11. Further information

For questions about the operation of the Policy, please contact:

Nathan Francis Company Secretary – CHC and CQO Phone: (02) 8908 4073 Fax: (02) 8908 4070 E-mail: [email protected] Douglas Hunt General Counsel & Company Secretary - CQR Phone: (02) 8295 1033 Fax: (02) 8908 4090 E-mail: [email protected]

Charter Hall Group | Securities Trading Policy

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CHARTER HALL GROUP Governance Information 2010

64645_rns_2010-12-20_3f32a31d-cc12-4bce-a4fb-24ce12f98e38.pdf

Security Trading Policy