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CHARTER HALL GROUP Major Shareholding Notification 2011

Jun 15, 2011

64645_rns_2011-06-15_036dfb8d-3a38-4064-84f2-1fea7e79519f.pdf

Major Shareholding Notification

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16 June 2011

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

Dear Ms So

Charter Hall Retail REIT ("CQR")

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

We enclose a Form 604 (Notice of interests of a Substantial Holder) for the Charter Hall Group (CHC) in relation to Charter Hall Retail REIT (CQR).

The reason for this notice is as follows.

Reliance Investment Management Pty Limited (RIM), the investment manager of the Charter Hall Property Securities Fund, is 50% owned by Charter Hall Limited (CHL). JP Morgan Nominees Australia Limited as custodian for Charter Hall Property Securities Fund (CHPSF) is currently the registered holder of 657,116 ordinary units in CQR. RIM has relevant interests in units in CQR since it has the power to control the exercise of, a right to vote attached to, and a power to dispose of, the 657,116 ordinary units in CQR held by CHPSF. Previous substantial holder notices of CHC in relation to CQR did not disclose its relevant interests in CQR through RIM's interests in CQR as required by s608(3)(a) of the Corporations Act 2001 (Cth).

CHC’s direct interest in CQR is 8.16%, excluding:

  • the units over which it has a first right of refusal under the Unit Transfer Agreement dated 12 February 2010 between CHFML and Macquarie Bank Limited; and

  • the units held by CHPSF,

which is slightly higher than the previously “like for like” reported interest of 8.14% due to the fact that CQR has a lower number of units on issue following cancellation of units relating to CQR’s on-market buy-back.

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

Yours faithfully

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Nathan Francis Company Secretary

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Charter Hall Retail REIT

ACN/ARSN

093 143 965

1. Details of substantial holder (1)

Name Charter Hall Funds Management Limited ( CHFML ), Charter Hall Limited ( CHL ) and Charter Hall Holdings Pty Limited ( CHHPL ) ACN/ARSN (if applicable) CHFML (ACN 082 991 786), CHL (ACN 113 531 150) and CHHPL (ACN 051 363 547) There was a change in the interests of the substantial holder on 16/06/2011 The previous notice was given to the company on 15/02/2011 The previous notice was dated 12/02/2011

2. Previous and present voting power

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Previous noticePresent notice
Class of securities (4)Person’s votesVoting power(5)Person’s votesVoting power(5)
Fully Paid Ordinary Units36,853,51012.05%37,510,62612.29%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange Person whoserelevant interestchanged Nature of change (6) Consideration given inrelation to change (7) Class and number of securitiesaffected Person’s votesaffected
Various acquisitions and
disposals of units by JP
Morgan Nominees
Australia Limited as
16/06/2011 CHL and RIM custodian for the CharterHall Property Securities See Annexure A 657,116Fully Paid Ordinary Units 657,116
Fund (CHPSF), of which
Reliance Investment
Management Pty Ltd (RIM)
is the investment manager
For details on the acquisitions and disposals of units by CHPSF, see Annexure A.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevantinterest Registeredholder ofsecurities Person entitled to beregistered as holder(8) Nature of relevant interest (6) Class and number ofsecurities Person’s votes
CHFML CHFML CHFML Under s608(1) of the Corporations Act 24,907,875 24,907,875
CHFML MBL and itsrelated bodiescorporate MBL and its relatedbodies corporate Under s608(1) of the Corporations Act pursuantto CHFML's first right of refusal under the UnitTransfer Agreement dated 12 February 2010between CHFML and MBL 11,945,635 11,945,635
CHL and RIM CHPSF, of whichRIM is theinvestmentmanager CHPSF Under s608(3)(a) of the Corporations Act 657,116 657,116

CHFML, MBL (and its related bodies CHFML, MBL (and its corporate), and related bodies CHPSF, of which CHL and CHHPL RIM is the corporate), and Under s608(3) of the Corporations Act 37,510,626 37,510,626 CHPSF, as noted in investment the rows immediately manager, as noted above in the rows immediately above

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if Nature of association applicable) CHL, CHHPL and their related bodies CHFML is a related body corporate of each entity. corporate

6. Addresses

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

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

Signature

print name Nathan Francis capacity Company Secretary sign here date 16/06/2011

Appendix A

Person whose relevant Number of Person's votes
Date of change interest changed Nature of change Consideration securities affected Class affected
10-Dec-10 CHLandRIM On market purchase AUD3.02 568,516 FPU 568,516
07-Jan-11 CHLandRIM On market sale AUD 2.95 -105,000 FPU -105,000
10-Jan-11 CHLandRIM On market sale AUD 2.90 -107,493 FPU -107,493
22-Mar-11 CHLandRIM On market purchase AUD3.10 200,000 FPU 200,000
13-May-11 CHL and RIM On market purchase AUD 3.09 101,093 FPU 101,093