CHARTER HALL GROUP — Major Shareholding Notification 2018

Feb 11, 2018

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

CHC

To:Company Name/Scheme

The Secretary Charter Hall Group Level 20 1 Martin Place Sydney NSW 2000

PH: (02) 8651 9000 Fax: (02) 9221 4655

ACN: 113 531 150

1. Details of substantial shareholder

National Australia Bank Limited and its associated entities listed in Annexure A Name (ACN 004 044 937) ACN (if applicable)

The holder became a substantial holder on 07/02/2018

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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows:

Class of securities	Number of securities	Persons’ votes	Voting power
Fully paid ordinary shares	23,490,698	23,490,698	5.043%

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	Class and number of securities
MLC Investments Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts.	Fully paid ordinary shares 18,730,118
Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of certain managed investment schemes or trusts.	Fully paid ordinary shares 472,503
MLC Wealth Management Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts	Fully paid ordinary shares 56,961
NULIS Nominees (Australia) Limited	Power to control the voting and /or disposal of securities pursuant to position held as manager under investment mandate.	Fully paid ordinary shares 102
MLC Wealth Management Limited	Power to exercise voting rights pursuant to position held as the Registrable Superannuation Entity licensee for the superannuation products it issues.	Fully paid ordinary shares 31,166
National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 1,334,000
Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as an investment manager in accordance with investment mandates and as an investment manager of Antares Capital Partners Limited trusts.	Fully paid ordinary shares 300,000
National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 2,565,848
TOTAL		23,490,698

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	Class and number of securities
MLC Investments Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 18,730,118
Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 472,503
MLC Wealth Management Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 56,961
NULIS Nominees (Australia) Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 102
MLC Wealth Management Limited	Navigator Australia Limited (ACN. 006 302 987)		Fully paid ordinary shares 31,166
National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 1,334,000
Antares Capital Partners Limited	UBS Nominees Pty Limited (ACN 001 450 522)		Fully paid ordinary shares 300,000
National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)		Fully paid ordinary shares 2,565,848
		TOTAL	23,490,698

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:

Holder of relevant interest	Date of acquisition	Consideration		Class and number of securities
		Cash	Non-cash	Fully paid ordinary shares
MLC Investments Limited	30/01/2018	$296,261.95		50,411
MLC Investments Limited	31/01/2018	$294,071.64		49,960
MLC Investments Limited	31/01/2018	$14,293.20		2,452
MLC Investments Limited	2/02/2018	$32,100.47		5,447
MLC Investments Limited	5/02/2018	$109,851.27		18,677
MLC Investments Limited	6/02/2018	$31,214.77		5,503
MLC Investments Limited	7/02/2018	$256,437.63		45,827
MLC Investments Limited	7/02/2018	$128,492.76		22,914
MLC Investments Limited	6/02/2018	$576,476.36		103,419
National Australia Bank Limited	30/01/2018 to 07/02/2018 - Securities Lending	No consideration directly referable to the securities provided by NAB		Refer to Appendix 1 Table
National Australia Bank Limited	31/01/2018 - Stock borrow (refer Appendix 2)	No consideration directly referable to the securities provided by NAB		86,000
National Australia Bank Limited	1/02/2018 - Stock borrow (refer Appendix 2)	No consideration directly referable to the securities provided by NAB		214,620

National Australia Bank Limited	5/02/2018 - Stock borrow (refer Appendix 2)	No consideration directly referable to the securities provided by NAB		377,564
National Australia Bank Limited	6/02/2018 - Stock borrow (refer Appendix 2)	No consideration directly referable to the securities provided by NAB		115,404
National Australia Bank Limited	7/02/2018 - Stock borrow (refer Appendix 2)	No consideration directly referable to the securities provided by NAB		180,084
National Australia Bank Limited	30/01/2018 - Stock return (refer Appendix 2)	No consideration directly referable to the securities provided by NAB		26,004
National Australia Bank Limited	2/02/2018 - Stock return (refer Appendix 2)	No consideration directly referable to the securities provided by NAB		423,032

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
MLC Investments Limited	MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited.
MLC Wealth Management Limited	MLC Wealth Management Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
Antares Capital Partners Limited	Antares Capital Partners Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
NULIS Nominees (Australia) Limited	NULIS Nominees (Australia) Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.

7. Addresses

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

d in this form are as follows:
Name	Address
National Australia Bank Limited	Level 1 800 Bourke Street DOCKLANDS VIC 3008
MLC Investments Limited	Ground Floor MLC Building 105-153 Miller Street NORTH SYDNEY NSW 2060
National Nominees Limited	Level 1 800 Bourke Street DOCKLANDS VIC 3008
MLC Wealth Management Limited	Ground Floor 105-153 Miller Street NORTH SYDNEY NSW 2060
Navigator Australia Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
Antares Capital Partners Limited	Ground Floor 105-153 Miller Street NORTHSYDNEY NSW 2060
UBS Nominees Pty Limited	Level 16 2 Chifley Square SydneyNSW 2000

Signature Name Signature
	Elizabeth Melville-Jones	Capacity Company Secretary for and on behalf of National Australia Bank Limited
		12/02/2018

Appendix 1 - CHC	Appendix 1 - CHC	Appendix 1 - CHC
Type of agreement and parties to agreement	National Australia Bank Limited and Securities Borrowing Agreement (SBA) clients	( c ) MACQUARIE BANK LTD National Australia Bank Limited and AMSLA Counterparties
Transfer dates	30/1/2018 to 7/2/2018 Specific dates for each transfer can be found by matching the number reference in the 'Type of agreement and parties to agreement' field to the accompanying list of transactions.	Specific dates for each transfer can be found by matching the number reference in the 'Type of agreement and parties to agreement' field to the accompanying list of transactions. 30/1/2018 to 7/2/2018
Holder of voting rights	Registered owner	Registered owner
Are there any restrictions on voting	The registered owner holds voting rights. However, in certain circumstances the lender may request for the borrower to use best endeavours to arrange for voting instructions to be exercised in accordance with the instructions from the lender.	The registered owner holds voting rights. However, in certain circumstances the lender may request for the borrower to use best endeavours to arrange for voting instructions to be exercised in accordance with the instructions from the lender.
Scheduled date of return (if any)	On demand	On demand
Does the borrower have the right to return early?	Yes - at notice	Yes - at notice
Does the lender have the right to recall early?	Yes - at notice	Yes - at notice
Will the securities be returned on settlement?	Yes, or equivalent protection under Securities Borrowing Agreement.	Yes, or equivalent protection under AMSLA.
National Australia Bank Limited will, if required by the company or responsible entity to whom the prescribed form must be given or ASIC give a copy of the agreements to the company,responsible entityor ASIC.

National Australia Bank Limited will, if required by the company or responsible entity to whom the prescribed form must be given or ASIC give a copy of the agreements to the company, responsible entity or ASIC.

Appendix 1- CHC

Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty	Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty	Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty	Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty	Date Nature of Change Consideration No. of Securities Class AMSLA Counterparty
30/01/2018	Collateral Return Security	-5000	ORD	(c)
31/01/2018	Collateral Return Security	-16000	ORD	(c)
6/02/2018	Collateral Settle Sec Loan	117000	ORD	(c)

APPENDIX 2 - CHC

APPENDIX 2 - CHC
Type of agreement and parties to agreement	National Australia Bank Limited and Securities Borrowing Agreement clients AMSLA Counterparties Merrill Lynch International Limited
Transfer dates	30 January 2018 to 7 February 2018
Holder of voting rights	Registered owner
Are there any restrictions on voting	No
Scheduled date of return (if any)	N/A
Does the borrower have the right to return early?	Yes – at notice
Does the lender have the right to recall early?	Yes – at notice
Will the securities be returned on settlement?	Yes, or equivalent protection under Securities Borrowing Agreement /AMSLA

National Australia Bank Limited will, if required by the company or responsible entity to whom the prescribed form must be given or ASIC, give a copy of the agreements to the company, responsible entity or ASIC.

This is Annexure A of 9 pages referred to in the Form 603 Notice of initial substantial holder signed by me and dated 12/02/2018

Elizabeth Melville-Jones, Company Secretary

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