CHARTER HALL GROUP — Major Shareholding Notification 2010

Feb 15, 2010

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Macquarie CountryWide Trust ( MCW )

ACN/ARSN 093 143 965

1. Details of substantial holder (1)

Name Charter Hall Limited ( CHL ), Charter Hall Holdings Pty Limited ( CHHPL ) and Charter Hall Funds Management Limited ( CHFML )

The holder became a substantial holder on 12/02/2010

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Person’s votes(5)	Voting power(6)
Fully Paid Ordinary Units (MCW Units)	171,378,337	171,378,337	11.51% (based on 1,488,668,825 MCW Units on issue)

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
CHFML	Under ss 608(1) and 608(8) of the Corporations Act pursuant to the unit transfer agreement dated 12/02/10 (UTA), a true copy of which is annexed to this notice and marked 'A', comprising: a) 111,650,162 MCW Units; and b) 59,728,175 MCW Units in respect of which CHFML has been granted a right of first refusal.	171,378,337 MCW Units
CHL and CHHPL	As parent companies of CHFML under s608(3)(b) of the Corporations Act.	171,378,337 MCW Units

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
CHFML, CHL and CHHPL	Macquarie Bank Limited and its related bodies corporate	Macquarie Bank Limited and its related bodies corporate	171,378,337 MCW Units

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

ntial holder is as follows:
Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
CHFML	12/02/2010	111, 650,162 MCW Units at $0.621 per MCW Unit 59,728,175 MCW Units subject to CHFML exercising, if at all, its right of first refusal	171,378,337 MCW Units
CHL and CHHPL	12/02/2010	None. A deemed relevant interest.	171,378,337 MCW Units

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
CHL and CHHPL	Each is a related body corporate of CHFML.

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
CHL, CHHPL and CHFML	Level 11, 333 George Street, SydneyNSW 2000

Signature

print nameNathan Francis capacity	Company Secretary
sign here date	16/02/2010
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

• (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A

This is Annexure A (Unit Transfer Agreement) of 31 pages referred to in the Form 603 Notice of initial

substantial holding

Signed by me and dated 16 February 2010

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Nathan Francis, Company Secretary