CHARTER HALL GROUP — Major Shareholding Notification 2011

Feb 14, 2011

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15 February 2011

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

Charter Hall Retail REIT (“CQR”)

We enclose a Form 604 (Notice of Change of Interests of a Substantial Holder) for Charter Hall Funds Management Limited (CHFML) in relation to Charter Hall Retail REIT (CQR).

As previously announced to the ASX, the voting agreement in clause 8.5(c) of the Unit Transfer Agreement between CHFML and Macquarie Bank Limited (MBL) dated 12 February 2010 (Unit Transfer Agreement) gave rise to a technical association between CHFML and MBL for the purposes of section 12 of the Corporations Act 2001 (Cth). This meant that CHFML was required to disclose in any substantial holding notice given by CHFML in relation to CQR securities, the relevant interest that MBL had in CQR securities.

The voting agreement in clause 8.5(c) of the Unit Transfer Agreement expired on 12 February 2011, which means that there is no longer a technical association between CHFML and MBL and that CHFML is no longer required to disclose the relevant interest that MBL has in CQR securities, in respect of that technical association, in any substantial holding notice given by CHFML in relation to those securities.

Accordingly, the Form 604 now relates only to CHFML's relevant interest in CQR, which comprises 24.9 million CQR securities held by CHFML and 11.9 million CQR securities held by MBL over which CHFML has a first right of refusal under the Unit Transfer Agreement. The first right of refusal is not subject to an expiry date.

CHFML's current relevant interest in CQR, including securities over which CHFML has a first right of refusal is 12.05% (8.14% excluding the securities over which it has a first right of refusal).

Yours faithfully

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Nathan Francis Company Secretary

604 page 1/2 15 July 2001

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 ACN/ARSN (if applicable) 082 991 786 There was a change in the interests of the substantial holder on 12 February 2011 The previous notice was given to the company on 31 January 2010 The previous notice was dated 6 January 2010

Charter Hall Funds Management Limited (CHFML) 082 991 786

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:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Fully Paid Ordinary Units	48,515,603	15.85%	36,853,510	12.05%

Note: the previous notice section above also includes the relevant interest of Macquarie Bank Limited (MBL), which at that time was an associate of CHFML but which is no longer an associate.

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
There has been no change in CHFML's relevant interest since the last notice. The purpose of this notice is to announce that MBL is no longer an associateof CHFML.

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
		CHFML and MBL
	Charter Hall Limited(CHL) and CharterHall Holdings PtyLimited (CHHPL)	(and its relatedbodies corporate),as noted in thetwo rowsimmediately	CHFML and MBL (andits related bodiescorporate), as notedin the two rowsimmediately above	Deemed relevant interest, as parent companiesof CHFML, under s608(3) of the CorporationsAct	36,853,510	36,853,510
		above

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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 MBL MBL has ceased to be an associate of CHFML.

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 15 February 2011

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