CHARTER HALL GROUP — Merger & Acquisition 2012

Apr 12, 2012

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Charter Hall Office Management Limited ABN 75 006 765 206 AFS Licence No. 247075 as responsible entity of Charter Hall Office REIT

ASX/MEDIA ANNOUNCEMENT

CONSORTIUM PROPOSAL NOW EFFECTIVE

Friday, 13 April 2012

Charter Hall Office Management Limited (CHOML), the responsible entity for Charter Hall Office REIT (ASX:CQO) (CQO) refers to the Scheme Implementation Agreement with Reco Ambrosia Pte Ltd (an affiliate of Government of Singapore Investment Corporation Pte Ltd), the Canadian Public Sector Pension Investment Board and a member of the Charter Hall Group (ASX:CHC) (collectively known as the Bidders), in relation to the proposed trust scheme under which the Bidders or their nominees will acquire all the units in CQO except certain of those held by the Bidders or their associates (Proposal).

Unless otherwise defined in this announcement, capitalised terms have the meaning given in CQO Explanatory Memorandum dated 10 February 2012 (Explanatory Memorandum).

CHOML is pleased to announce that today it obtained judicial advice from the Supreme Court of New South Wales confirming that CHOML is justified in acting upon the resolutions relating to the Proposal passed at the meeting of CQO unitholders held on 15 March 2012 and in doing all things and taking all necessary steps to put the Proposal into effect.

The supplemental deed amending the CQO Constitution to give effect to the Proposal (Supplemental Deed) has been lodged with the Australian Securities and Investments Commission (ASIC). The Proposal is therefore effective. Accordingly, CHOML will apply to ASX for CQO units to be suspended from trading with effect from the close of trading today.

The consolidated CQO constitution, including the amendments made by the Supplemental Deed as well as amendments made by the Supplemental Deed (RE Fees) approved by CQO unitholders on 15 March 2012 and lodged with ASIC today, is attached.

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Next steps for Implementation of the Proposal

Last day of trading of CQO units on ASX	Close of trading 13 April 2012
Record Date– If you hold CQO units on this date and at this time, and are not an Excluded Unitholder, you will be entitled to receive the Scheme Cash Consideration. All CQO unitholders who hold CQO units on this date and at this time will be entitled to receive the Implementation Distributions and Scheme Contingent Consideration. This is also the expected date of the announcement of the second US Sales Distribution, and the expected record date for that distribution	7:00pm on 20 April 2012
Implementation Date– Date on which (or as soon as reasonably practicable after which) the Scheme Cash Consideration will be despatched to all Scheme Unitholders and the Implementation Distributions will be despatched to all Eligible Unitholders (including the Scheme Unitholders). This is also the expected date of payment of the second US Sales Distribution	30 April 2012
Earliest expected date on which (or as soon as reasonably practicable after which) any part of the Scheme Contingent Consideration will be despatched to all Eligible Unitholders in accordance with their respective entitlements1	30 October 2012

CHOML intends to announce the amount of the second and final US Sales Distribution on the Record Date for the Proposal, that is, 20 April 2012.[2] The record date for the final US Sales Distribution (which is to be paid on or as soon as reasonably practicable after the Implementation Date for the Proposal) will be the same as the Record Date for the Proposal, that is, 20 April 2012.

1 The timing of any payments of Scheme Contingent Consideration is subject to a number of variables, including whether any Relevant Claims have arisen. Accordingly, there can be no assurance that any or all the Scheme Contingent Consideration will be paid on 30 October 2012.

2 The first US Sales Distribution, of $0.48 per CQO unit, was announced on 21 February 2012 and paid on or around 8 March 2012.

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For further information please contact:

Adrian Taylor

Jill Rikard-Bell

Chief Executive Officer Chief Operating Officer Charter Hall Office REIT Charter Hall Office REIT Tel: +61 2 8295 1024 Tel: +61 2 8295 1013 - adrian.taylor@charterhall.com.au jill.rikard bell@charterhall.com.au Investor enquiries: Media enquiries: Kylie Ramsden Rachel Mornington-West Head of Listed Investor Relations Head of Marketing and Communications Charter Hall Charter Hall Tel: +61 2 8295 1016 Tel: +61 2 8908 4093 - kylie.ramsden@charterhall.com.au rachel.mornington west@charterhall.com.au

About Charter Hall Office REIT

Charter Hall Office REIT is a leading listed real estate investment trust focused on investing in high grade office buildings predominantly located in major business districts across Australia. A customer focused approach to asset management drives the leasing and refurbishment initiatives with a view to maximising returns of the underlying assets.

A proposal to acquire the issued units in Charter Hall Office REIT was approved at a Charter Hall Office REIT Unitholder meeting on 15 March 2012. Following implementation of the Proposal the Charter Hall Office REIT will be de-listed from the ASX and re-formed into a new Charter Hall managed wholesale fund to be called Charter Hall Office Trust (CHOT).

1

Consolidated Constitution of the Charter Hall Office REIT

Date: 8 October 1993

1 Name of Trust

• 1.1 The Trust is called the Charter Hall Office REIT or by such other name as the Manager determines from time to time[1] .

• 1.2 If a Manager retires or is removed its successor as Manager must, unless otherwise approved by the former Manager, change the name of the Trust to a name that does not imply an association with the former Manager or its business.

2 Assets held on trust

• 2.1 The Trustee declares that it will hold the Trust Fund upon trust for the Unit Holders and act in the interests of the Unit Holders on and subject to the terms and conditions of this deed.[2]

• 2.2 Any Assets held by the Manager as responsible entity of the Trust must be clearly identified as property of the Trust and held separately from the assets of the Manager and any other managed investment scheme if and to the extent that the Corporations Law so requires[3] .

3 Units

Nature of Units

	3.1	The beneficial interest in the Trust is divided into Units.
	3.2	Subject to any rights, obligations or restrictions attaching to any
		particular Unit, each Unit confers an equal undivided interest.
	3.3	Subject to the rights, obligations or restrictions attaching to any
		particular Unit, a Unit confers an interest in the Assets as a
		whole, subject to the Liabilities. It does not confer an interest in
		a particular Asset.
Rights attaching to Units
	3.4	A Member holds a Unit subject to the rights, restrictions and
		obligations attaching to that Unit.
Fractions of Units
	3.5	Fractions of a Unit (calculated to 2 decimal places) may be
		issued by the Manager.

1 See Corporations Regulation 5C.1.02

2 See section 601FC(2) of the Corporations Law 3 See section 601FC(1)(i) 9732389_3 8/02/12

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3.6	The provisions of the constitution relating to Units and Members
	apply to fractions of Units in the proportion which the fraction
	bears to one Unit.
Consolidation and division of Units
3.7	Units may be consolidated or divided as determined by the
	Manager4.
Transfer of Units
3.8	Subject to clause 3.9, Members may transfer Units.
3.9	While Units are Officially Quoted and the Listing Rules so
	require, a Member may not transfer Restricted Securities during
	the applicable escrow period.
3.10	Subject to the rules applicable while the Trust is admitted to an
	uncertificated trading system, transfers must be in a form
	approved by the Manager and, if the Manager requires, be
	presented for Registration duly stamped.
3.11	A transfer is not effective until Registered.
3.12	Subject to the Listing Rules while the Listing Rules apply5, the
	Manager may refuse to record any transfer in the Register
	without giving any reason for the refusal and, while Units are
	Officially Quoted, must refuse to record a transfer in the Register
	which would be in breach of clause 3.9.
Joint tenancy
3.13	Persons Registered jointly as the holder of a Unit hold as joint
	tenants and not as tenants in common unless the Manager
	otherwise agrees.
Death, legal disability of Member
3.14	If a Member dies or becomes subject to a legal disability such as
	bankruptcy or insanity, only the survivor (where the deceased
	was a joint holder) or the legal personal representative (in any
	other case) will be recognised as having any claim to Units
	Registered in the Member’s name.
3.15	A person who becomes entitled to a Unit because of the death,
	bankruptcy, insanity or other disability of a Member is entitled to
	receive and may give a discharge for all money payable in
	respect of the Unit but is not entitled to receive notices of or to
	attend or vote at any meetings of Members until that person is
	Registered as the holder of the.
Income entitlement of Units
3.16	The Manager may in its discretion issue Units on terms that such
	Units:

4 Refer Listing Rules, Chapter 7 - reorganisations of capital.

5 Listing Rule 8.10 restricts the Manager’s ability to prevent proper SCH transfers, but allows for a holding lock in certain specified circumstances. 9732389_3  Mallesons Stephen Jaques

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(a)	participate fully for Net Income of the Trust in respect of the
	Distribution Period in which they are issued; or
(b)	do not entitle the holder of such Units to receive a distribution
	of Net Income of the Trust in respect of the Distribution Period
	in which such Units are issued; or
(c)	entitle the holder of such Units to receive a distribution of Net
	Income of the Trust in respect of the Distribution Period in
	which such Units are issued which is not greater than the
	proportion of the Net Income of the Trust to which a Member
	holding a Unit during the whole of that Distribution Period is
	entitled, multiplied by the number of days from the date of
	allotment of those Units to the end of that Distribution Period
	divided by the total number of days in that Distribution
	Period.6
Manager may request holding lock or refuse to register transfer
3.17	If the Units are Officially Quoted, and if permitted to do so by
	the Listing Rules, the Manager may:
(a)	request any applicable CS Facility Operator or the Registrar, as
	the case may be, to apply a holding lock to prevent a transfer of
	Units from being registered on the CS Facility’s sub register or
	registered on an issuer-sponsored sub register, as the case may
	be; or
(b)	refuse to Register a transfer of other Units to which paragraph
	(a) does not apply.
Manager must request holding	lock or refuse to register transfer
3.18	The Manager must:
(a)	request any applicable CS Facility Operator or the Registrar, as
	the case may be, to apply a holding lock to prevent a transfer of
	Units from being registered on the CS Facility’s sub register or
	registered on an issuer-sponsored sub register, as the case may
	be; or
(b)	refuse to register any transfer of Units to which paragraph (a)
	does not apply,

if the Corporations Act or Listing Rules require the Trust to do so or the transfer is in breach of clause 3.9. Notice of holding locks and refusal to register transfer

3.19 If, in the exercise of its rights and discretions under clauses 3.17 and 3.18, the Manager requests application of a holding lock to prevent a transfer of Units or refuses to Register a transfer of Units, it must, within two months after the date on which the transfer was lodged with it, give written notice of the request or refusal to: (a) the holder of the Units;

6 See income clause 9.9

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• (b) the transferee; and

• (c) the broker lodging the transfer, if any.

Failure to give notice does not, however, invalidate the decision of the Manager.

4 Application Price for Units[7]

4.1 Subject to clause 20.1, a Unit must only be issued at an Application Price calculated as:

(a) in the case of a proportionate offer (including a rights issue), in accordance with clause 4.4;

(aa) in the case of an issue of Units as consideration for an offmarket bid, in accordance with clause 4.4A;

(b)	in the case of a placement of Units while Units are Officially
	Quoted, in accordance with clause 4.6;
(c)	in the case of reinvestment of income, in accordance with
	clauses 4.7 and 4.8;
(ca)	In the case of an issue consequent upon the Conversion of
	RePS, in accordance with clause 4.9.
(d)	subject to paragraphs (a), (aa), (b), and (c) in all other cases
	while Units are Officially Quoted, at the weighted average
	Market Price of Units during the 10 Business Days
	immediately prior to the date on which or as at which the
	Application Price is to be calculated; and
(e)	while Units are not Officially Quoted, in accordance with the
	following formula:
	Net Asset Value + Transaction Costs
	number of Units in issue
4.2	Each of the variables in clause 4.1(e) must be determined as at
	the next Valuation Time after:
(a)	the Manager receives the application for Units; or
(b)	the Manager receives the application money, or the property
	against which Units are to be issued is vested in the Manager
whichever happens later.
4.3	The Application Price may be rounded as the Manager
	determines. The amount of the rounding must not be more than
	1% of the Application Price. Any excess application money or

7 Required to be included by Section 601GA(1)(a) 9732389_3

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		property	which results from rounding becomes an Asset of the
		Trust.
Pro rata rights issues
	4.4	The Manager may (subject to the terms of any applicable ASIC
		relief instrument) offer Units for subscription at a price
		determined by the Manager to those persons who were Members
		on a date	determined by the Manager not being more than 20
		Business	Days immediately prior to the date of the offer,
		provided	that:
	(a)	all Members are offered Units at the same Application Price on
		a pro rata basis (whether or not the right of entitlement is
		renouncable); and
	(b)	either:
		(i)	where Units are not Officially Quoted, the Application
			Price is not less than 50% of the price calculated in
			accordance with clause 4.1(e) as at the date of offer; or
		(ii)	where Units are Officially Quoted, the Application
			Price is not less than 50% of the Market Price as at the
			date not more than 5 Business Days prior to the date
			on which the prospectus under which the offer is made
			is lodged with ASIC.

but, subject to the Listing Rules and any applicable ASIC relief, the Manager is not required to offer Units under this clause to persons whose address on the Register is in a place other than Australia[8] .

Issue of Units as Bid Consideration

4.4A

(a)	The Manager may issue Units as consideration, or part of the
	consideration, to acquire securities or financial products of a
	target entity under an off-market bid made in accordance with
	Chapter 6 of the_Corporations Act_(“Bid Consideration”).
(b)	The Manager may issue a Unit which is, or forms part of, the
	Bid Consideration at an Application Price which is equal to the
	weighted average Market Price of Units during the 10 Business
	Days immediately prior to the date on which or as at which the
	public announcement of the off-market bid, or any revised off-
	market bid, for securities or financial products of the target
	entity is first made by the Manager or by an associate of the
	Manager in relation to the off-market bid.
(c)	If the Manager accepts the transfer of securities or financial
	products of the target entity, which are the subject of an
	acceptance of an offer under the off-market bid (“Offer”), then
	such transfer shall be taken to be in satisfaction of the
	obligation to make payment or transfer property for either:

8 Assumes the Manager is able to comply with the conditions in Listing Rule 7.7.1. 9732389_3

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		(i) the application price for Units, in the event that only
		Units comprise the Bid Consideration; or
		(ii) the application price for Units, after deducting the
		value of the other consideration under the Offer which
		has been accepted, where the Bid Consideration
		comprises Units and other consideration.
Terms of pro rata issues
	4.5
	(a)	Any offer made under clause 4.4 must specify the period
		during which it may be accepted and must be made to
		Members in proportion to the value of their respective Unit
		holdings on the date determined by the Manager under clause
		4.4, provided that the Manager may adjust any entitlement to
		accord with the Listing Rules and, in the case of fractions, the
		Manager must offer the next higher whole number of Units.
		Any Member may renounce their entitlement in favour of some
		other person, unless the issue is expressed to be non-
		renounceable.
	(b)	Any Units offered for subscription under clause 4.4 which are
		not subscribed for within the period for acceptance set by the
		Manager may be offered for subscription by the Manager to
		any person, provided that the Application Price payable in
		relation to such further offer is not less than that at which the
		Units were originally offered to Members.
	(c)	If an underwriter has underwritten any offer for subscription of
		Units under clause 4.4, such underwriter may take up any Units
		not subscribed for by Members.
Placements
	4.6	While Units are Officially Quoted, and not suspended from
		quotation, the Manager may at any time issue Units to any
		person by way of a placement:
	(a)	at the weighted average Market Price of Units during the 10
		Business Days immediately prior to the date on which the
		Units are offered; or
	(b)	at a price which is not less than 85% of the weighted average
		market price as referred to in clause 4.1(d) and on terms
		determined by the Manager; but
	(c)	in the case of an issue to any underwriter or sub-underwriter of
		a distribution reinvestment plan or any persons nominated by
		them at a price per Unit equal to the price at which Units are
		issued pursuant to that distribution reinvestment plan in
		accordance with clause 4.7.

provided that the Manager complies with the Listing Rules applicable to the issue and any applicable ASIC relief.

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Reinvestment
	4.7	While the Units are officially quoted the Application Price
		payable for each additional Unit on re-investment of
		Distributions (if any) is the simple average of the daily weighted
		average traded price of Units on each of the 15 Business Days
		from and including the second Business Day after the
		Distribution Calculation Date for the relevant distribution less
		such discount, if any, not exceeding 10% as the Manager may
		determine.
	4.8	While Units are not Officially Quoted, the Application Price
		payable for each additional Unit upon reinvestment is the
		Application Price on the first Business Day after the end of the
		Distribution Period (or Quarter as the case may be) to which the
		distribution relates.
Conversion of RePS
	4.9	If Units are issued consequent upon a Conversion of RePS the
		Application Price for the Units is to be determined as follows
		according to the circumstances in which Conversion applies:
	(a)	If the applicant, being the person who held the RePS
		immediately prior to the time of Conversion, is to receive in
		accordance with the RePS Terms of Issue the Minimum
		Conversion Number the Application Price is the sum of $100
		divided by the Minimum Conversion Number. Until otherwise
		determined by an amendment to this constitution the Minimum
		Conversion Number is to be 75 subject to adjustment in
		accordance with clauses 3.10, 3.11 and 3.13 of the RePS
		Terms of Issue; or
	(b)	If the applicant, being the person who held the RePS
		immediately prior to the time of Conversion, is to receive in
		accordance with the RePS Terms of Issue more than the
		Minimum Conversion Number of Units (as adjusted in
		accordance with the RePS Terms of Issue) the Application
		Price to be the sum of $100 divided by the number of Units to
		be issued to the applicant on Conversion in accordance with
		the RePS Terms of Issue.

5 Application procedure

Application form
	5.1	An applicant for Units must complete a form approved by the
		Manager if the Manager so requires. The form may be
		transmitted electronically if approved by the Manager.
Payment
	5.2	Without limiting the operation of clause 4.4A, payment in
		respect of an application in a form acceptable to the Manager, or
		a transfer of property of a kind acceptable to the Manager and
		able to be vested in the Manager or a custodian appointed by it
		(accompanied by a recent valuation of the property, if the
		Manager requires), must:

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(a) accompany the application; (b) be received by or made available to the Manager or the custodian within such period before or after the Manager receives the application form as the Manager determines from time to time; or (c) comprise a reinvestment of distribution in accordance with clause 9.21.

If the Manager accepts a transfer of property other than cash, any costs associated with the valuation or transfer of the property are payable by the Member concerned.

Manager may reject

5.3 The Manager may reject an application in whole or in part without giving any reason for the rejection[9] . Minimum amounts 5.4 The Manager may set a minimum application amount and a minimum holding for the Trust and alter or waive those amounts at any time[10] . Issue date 5.5 Units are taken to be issued when: (a) the Manager accepts the application; or (b) the Manager receives the application money, or the property against which Units are to be issued is vested in the Manager,

whichever happens later.

Uncleared funds

5.6 Units issued against application money paid other than in cleared funds, or in consideration of a transfer of property, are void if the funds are not subsequently cleared or the property does not vest in the Manager within 1 month of receipt of the application.

6 Redemption Price of Units[11]

Redemption Price

6.1 While the Units are not Officially Quoted, a Unit must only be redeemed at a Redemption Price calculated as:

Net Asset Value - Transaction Costs

number of Units in issue

6.2 Each of the variables in clause 6.1 must be determined:

9 Refer Listing Rule 10.11 - restriction on issue of Units to related parties.

10 While Units are Officially Quoted, see clause 26 regarding the sale of small holdings. 11 Required to be included by Section 601GA(4) if a right of redemption is to be offered. 9732389_3

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(a) while the Trust is Liquid, as at the close of business on the day before payment of the Redemption Price; or (b) while the Trust is not Liquid, at the time the withdrawal offer closes. 6.3 The Redemption Price must be rounded down to the nearest whole cent. 6.4 While the Units are Officially Quoted, the Redemption Price pursuant to a withdrawal offer is the average of the Daily VWAP for each of the 10 Business Days immediately prior to the date upon which the withdrawal offer is announced by the Manager. For this purpose the Daily VWAP is the volume weighted average of the prices for that Business Day for all sales of Units recorded on ASX for the day, but excluding sales that occur otherwise than in the ordinary course of trading on ASX, such as special crossings, crossings prior to the commencement of normal trading, crossings during the closing phase and the after hours adjust phase, and any overseas sales or sales pursuant to the exercise of options over Units. 6.5 The Manager may (subject to the terms of any applicable ASIC relief instrument) purchase a Unit under clause 7.16 provided that the purchase price does not exceed 105% of the average market price (as “market price” is defined in the Listing Rules on 31 August 2007) of Units calculated over the last 5 days in which Units were traded on the ASX before the day on which the Units were purchased.

7 Redemption procedures[12]

7.1A While Units are Officially Quoted, none of the provisions of this clause 7 apply except this clause and clauses 7.10 to 7.16[13] .

Request for redemption

7.1 A Member may make a request for the redemption of some or all of their Units in any manner approved by the Manager and, while the Trust is Liquid, the Manager must give effect to that request at the time and in the manner set out in this clause 7. 7.2 A Member may not withdraw a redemption request unless the Manager agrees. When Trust is Liquid[14] 7.3 Clauses 7.4 to 7.10 apply only while the Trust is Liquid[15] . 7.4 The Manager must satisfy a redemption request in respect of a Unit by payment from the Assets of the Redemption Price

12 These procedures must be fair to all Members: Section 601GA(4)

13 Refer Listing Rule 1.1 condition 5.

14 Required to be included by Section 601GA(4)(b)

15 For definition of a liquid scheme see Section 601KA

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calculated in accordance with clause 6. The payment must be made within 60 days of receipt of the request or such longer period as allowed by clause 7.5. The day of receipt of the redemption request is:

(a)	the day of actual receipt if the redemption request is received
	before 3.00 pm on a Business Day; or
(b)	the Business Day following the day of actual receipt if the
	redemption request is received on a day which is not a
	Business Day or is received after 3.00 pm on a Business day.
7.5	If the Manager has taken all reasonable steps to realise sufficient
	Assets to satisfy a redemption request and is unable to do so due
	to one or more circumstances outside its control such as
	restricted or suspended trading in the market for an Asset, the
	period allowed for satisfaction of the request may be extended by
	the number of days during which such circumstances apply.
7.6	The Manager need not give effect to a redemption request in
	respect of Units having an aggregate Redemption Price of less
	than the minimum application amount or such other amount as
	determined by the Manager from time to time unless the
	redemption request relates to the balance of the Member’s
	holding.
7.7	The Manager is not obliged to pay any part of the Redemption
	Price out of its own funds.
7.8	If compliance with a redemption request would result in the
	Member holding Units with an aggregate Redemption Price
	which is less than the then current minimum holding amount, the
	Manager may treat the redemption request as relating to the
	balance of the Member’s holding.
7.9	If the Manager increases the minimum holding amount, the
	Manager may after giving 30 days’ notice to a Member who
	holds Units with an aggregate Redemption Price less than the
	then current minimum holding amount redeem that Member’s
	holding without the need for a redemption request.
Discretionary redemption
7.10	Subject to the Corporations Law and the Listing Rules, if the
	Manager is not obliged to give effect to a redemption request, it
	may redeem some or all of the Units which are the subject of the
	request16.
When Trust is not Liquid17
7.11	While the Trust is not Liquid18, a Member may withdraw from
	the Trust in accordance with the terms of any current withdrawal
	offer made by the Manager in accordance with the provisions of

16 See section 601FC(1)(d) and Chapter 5C.6.

17 Required to be included by Section 601GA(4)(c) if Members are to have right to withdraw 18 For definition of a liquid scheme see Section 601KA(1) 9732389_3

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the Corporations Law regulating offers of that kind[19] . If there is no withdrawal offer currently open for acceptance by Members, a Member has no right to withdraw from the Trust. 7.12 The Manager is not at any time obliged to make a withdrawal offer. If it does, it may do so by: (a) publishing it by any means (for example in a newspaper or on the internet); or (b) giving a copy to all Members. 7.13 If the Manager receives a redemption request before it makes a withdrawal offer, it may treat the request as an acceptance of the offer effective as at the time the offer is made.

Clauses applicable whether or not the Trust is Liquid 7.14 Clause 7.15 applies whether or not the Trust is Liquid. Sums owed to Manager 7.15 The Manager may deduct from the proceeds of redemption or money paid pursuant to a withdrawal offer any money due to it by the Member. Buy-back of Units 7.16 While Units are Officially Quoted the Manager may, subject to and in accordance with the Corporations Act (including any modifications thereof) and any requirements under the Listing Rules, purchase Units at a price that complies with clause 6.5 and cause the Units to be cancelled. No Redemption Price is payable upon cancellation of the Units.

8 Valuation of assets

Periodic valuations
	8.1	The Manager may cause an Asset to be valued at any time, and
		must do so as and when required by the Corporations Law.20
	8.2	The Manager may determine Net Asset Value at any time,
		including more than once on each day.
	8.3	The Manager may determine valuation methods and policies for
		each category of Asset and change them from time to time.
		Unless the Manager determines otherwise, the value of an Asset
		for the purpose of calculating Net Asset Value will be its market
		value21.
	8.4	While Units are not Officially Quoted, where the Manager
		values an Asset at other than its market value, or where there is
		no market value, the valuation methods and policies applied by
		the Manager must be capable of resulting in a calculation of the

19 Refer sections 601KB to 601KE

20 See section 601FC(j) for Manager’s obligations concerning valuation

21 ASIC Policy Statement 134, paragraph 29: constitution should set out how scheme property will be valued. 9732389_3 

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9 Income and distributions to Members[22]

Application Price or Redemption Price that is independently verifiable.

Collection of Income 9.1 The Manager must receive and collect all income of the Trust.

Nature of Receipts
	9.2	The Manager may determine whether any receipt, profit, gain
		(whether realised or unrealised), payment, loss, outgoing,
		provision or reserve or any sum of money or investment in a
		Distribution Period is or is not to be treated as being on income
		or capital account and whether and the extent to which any
		provisions and reserves need to be made for the Distribution
		Period.

Determination of Net Income	Determination of Net Income
	9.3	The Manager must determine the Net Income for each
		Distribution Period.
Net Income
	9.4	If no determination is made or to the extent to which no
		determination is made under clause 9.3 prior to the end of a
		Distribution Period, then the Net Income for that Distribution
		Period is calculated in the same manner as the Taxable Period
		Income provided always that where in calculating the Taxable
		Period Income for a Distribution Period it is necessary to gross
		up any amount of income or to make any deemed deductions, or
		include any amount of deemed assessable income or to make any
		deemed deductions, the grossing up or deemed assessable
		income (excluding net capital gains included in assessable
		income) or deemed deductions must not be included in
		calculating the net income of the Trust for the Distribution
		Period unless the Manager determines before the end of the
		Distribution Period that the grossing up or deemed assessable
		income or deemed deductions should be included in calculating
		the Net Income.
Accounting standards
9.4A	Notwithstanding that the Net Income of the Trust may, in accordance
	with	clause 9.4, be calculated in the same manner as the Taxable
	Period Income, the accounts of the Trust are to be prepared in
	accordance with applicable accounting standards and generally
	accepted accounting principles. The preparation of the accounts in this
	manner is not to be regarded as a determination of the method for
	calculating the Net Income of the Trust pursuant to clause 9.3.
Entitlement
	9.5	At the end of each Distribution Period the Members are
		presently entitled to the Net Income together with any further

22 Refer to Listing Rules 3.20 - notification to ASX of record date, and 6.10 - prohibition on changing the right to a distribution.

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	13
	amount which the Manager determines in accordance with
	clause 9.14 or clause 9.29 to distribute to the Members in respect
	of that Distribution Period.
Apportionment
9.6	The Manager is empowered but not bound to make an
	apportionment or keep separate accounts of the different
	categories and sources of income that relate to different types of
	investments of the Trust and the costs, charges and expenses
	attributable to each of those types of income. The Manager may
	allocate to a Member all or part of the Net Income to which the
	Member is entitled from a particular category or source of
	income in which case the Manager must advise the Member of
	the extent to which income allocated to the Member consists of
	income from a particular category and/or source.
Distribution Account
9.7	The Net Income in respect of a Distribution Period is to be
	transferred to a special account in the name of the Manager and
	designated a Distribution Account. Any amount in the
	Distribution Account does not form part of the Trust but must be
	held by the Manager, subject to clause 9.11, on trust for
	distribution among the persons who are Members as at the close
	of business on the last Business Day of the Distribution Period.
	The Manager may invest any moneys standing to the credit of
	the Distribution Account pending disbursement and the Manager
	shall have the same powers and responsibilities in relation to the
	management of such moneys as it has in relation to the Assets of
	the Trust. Income earned from the investment is deemed to be
	income of the Trust and must be dealt with accordingly. If the
	Manager has exercised its power under clause 9.6 the separate
	categories and sources of income must be shown in the
	Distribution Account.
Postponement of distribution
9.8	In determining the Net Income for a Distribution Period (but not
	the Taxable Period Income) if any income is received in a
	Distribution Period when, in the opinion of the Manager, it is not
	practicable to distribute it in the distribution for that Distribution
	Period, it may be treated by the Manager as having accrued
	during the next following Distribution Period and be distributed
	accordingly.
Interim distributions
9.9	The Manager may determine to make interim distributions to
	Members of the estimated net income for the Quarters ending 31
	March and 30 September. If the Manager of the Trust
	determines to make a distribution in respect of such a Quarter
	the estimated Net Income in respect of that Quarter is to be
	transferred to the Distribution Account and the provisions of this
	clause 9 will apply in relation to the distribution of that income
	to the Members as at the end of that Quarter in the same manner
	as Net Income is distributed in relation to a Distribution Period.
	If an amount is transferred to the Distribution Account pursuant
	to this clause 9.9 there is to be an equivalent reduction in the

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amount required to be transferred to the Distribution Account pursuant to clause 9.7 in respect of the relevant Distribution Period and the provisions of clause 9.10 will apply in relation to the balance of the Net Income of the Trust transferred to the Distribution Account.

Participation in distribution of income

9.10 Subject to clauses 9.11 and 25 a Member is entitled to receive a distribution of the Net Income credited to the Distribution Account in accordance with the following formula:

( A  B ) x C  E D

where:

A =	the amount credited to the Distribution Account in respect of
	the relevant Distribution Period calculated to one decimal
	place of one cent and rounded down to the nearest cent;
B =	the amount (if any) of additional United States of America
	withholding tax which has been withheld from any dividends
	or distributions paid to the Trust during or in respect of the
	relevant Distribution Period as a consequence of the
	characteristics of any particular Member or Members
	including the number or percentage of Units on issue held by
	any Member;
C =	the aggregate of the number of Units held by the Member as at
	the close of business on the last Business Day of that
	Distribution Period which are entitled to a full income
	distribution for the relevant Distribution Period plus, if the
	Member holds at the close of business on the last Business
	Day of the Distribution Period Units issued during that
	Distribution Period which have a proportionate income
	entitlement in accordance with clause 3.16, the aggregate
	number of such Units held by that Member multiplied by the
	relevant proportion;
D =	the aggregate of the total number of Units entitled to a full
	income distribution for the relevant Distribution Period plus, if
	Units have been issued during the relevant Distribution Period
	which have a proportionate income entitlement in accordance
	with clause 3.16, the aggregate of the total number of such
	Units multiplied by the relevant proportion in each case
	calculated as at the close of business on that last Business Day
	of that Distribution Period; and
E =	the amount (if any) of additional United States of America
	withholding tax which has been withheld from any dividends
	or distributions paid to the Trust during or in respect of the
	relevant Distribution Period as a consequence of the
	characteristics of the Member including the number or
	percentage of Units in issue held by the Member.

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Deduction of Tax

9.11	The deduction of the following amounts from the part of the
	Distribution Account to which a particular Member is entitled is
	authorised:

(a) Tax which is paid or anticipated to be payable by the Manager on account of or in respect of the Member on the amount of the Net Income otherwise distributable to that Member; (b) if it is determined by the Manager, a charge made by a person on account of Tax imposed on the deposit in an account of the Trust or of the Manager of all amounts received from that Member during the relevant Distribution Period or any Tax imposed on the Manager in respect of the receipt by the Manager of those amounts; (c) if it is determined by the Manager, a charge made by a person on account of Tax imposed on or in respect of the debiting in an account of the Trust of the amount of Net Income of the Trust otherwise distributable to that Member; and (d) any other amount required to be deducted by law,

and all amounts deducted must be applied in reimbursing the Trust for any corresponding amount paid or reimbursed out of the Trust or reimbursing the Manager for the payment of the Tax to the person or authority entitled to it. Distribution of income 9.12 Subject to any deductions made under clause 9.11 and provided that a Member has not given notice to the Manager that the Member’s entitlement to income for each Unit is to be reinvested under clause 9.21 at the end of the then current Distribution Period, the Manager must distribute to that Member the Member’s entitlement to the Net Income in accordance with clause 9.10 within two months of the last Business Day of the Distribution Period. Fractions 9.13 If the Member’s entitlement to Net Income includes a fraction of a cent the entitlement is to be adjusted to the nearest cent below the amount of the Member’s entitlement and the fraction of the cent becomes an Asset of the Trust. Taxable income greater than Net Income 9.14 Subject to this constitution the Manager may transfer capital to the Distribution Account for the purpose of enabling a distribution to Members of a total amount up to the Taxable Annual Income in instances where the Taxable Annual Income exceeds the Net Income for a year of income. The sum transferred to the Distribution Account is to be distributed to Members in the same manner as Net Income.

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16	16
Treatment of tax credits or rebates
9.15	A transfer under clause 9.14 may not be made to the extent that
	the excess of the Taxable Annual Income over the Net Income
	for a year of income is due to the grossing up of any amount of
	income of the Trust in respect of any tax credit or unless the
	Manager is of the opinion that tax is likely to become payable by
	the Manager if it does not make the transfer or unless the benefit
	of a tax credit or rebate cannot be made available to Members.
	If a transfer is not made for this reason the excess Taxable
	Annual Income and the benefit of any tax credit is deemed to
	have been distributed to Members pro rata to their entitlement to
	any Net Income of the category or source of income in respect of
	which the credit or rebate applied.
Reserves and bonus issues
9.16	If so determined by the Manager, any net realised and unrealised
	capital gains or losses of the Trust may be separated from the
	other receipts, profits and gains of the Trust and credited to the
	Reserve Account.
Distributions from Reserve Account
9.17	The Manager may distribute to the Member from time to time by
	way of cash or other Assets of the Trust as at a date determined
	by the Manager an amount equal to so much of the net realised
	capital gains credited to the Reserve Account as the Manager
	may determine. The Manager must adjust the Reserve Account
	for the amount so distributed.
Calculation of distributions from	Reserve Account
9.18	The distribution of cash or other Assets to each Member under
	clause 9.17 is to be calculated in accordance with the following
	formula or in any other manner determined by the Manager:
	B x A
	C
where:
A =	the amount of cash or the value of Assets (determined by the
	Manager) to be distributed;
B =	the aggregate of the number of Units held by the Member as at
	the close of business on the date of calculation; and
C =	the aggregate of the total number of Units in issue as at the
	close of business on the date of calculation.
Capitalisation
9.19	Any amount standing to the credit of a capital reserve account
	may be capitalised by a determination of the Manager. Subject
	to clause 9.20, the capitalisation is to be effected by dividing the
	number of Units held by Members by a proportion determined
	by the Manager which takes into account the number of Units
	held by the Member, the amount to be capitalised and other

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matters in relation to the particular Member determined by the Manager. Following the capitalisation:

• (a) the number of Units in issue will increase accordingly;

(b) the Manager must cause the Register to be amended and take any other steps which the Manager considers necessary to amend the records of the Trust to reflect the capitalisation;

(c) the Manager may ignore fractions and round each Member’s entitlement to the nearest whole Unit;

(d) the sum capitalised must be debited to the Reserve Account and thereafter be treated in the same manner as funds subscribed by Members of the Trust; and

• (e) the additional Units created will rank for distribution of income and for all other purposes from a date determined by the Manager.

• 9.20 The number of additional Units created under clause 9.19 must not be less than the number calculated in accordance with the following formula:

A

B

where:

• A = the amount standing to the credit of the Reserve Account which is to be capitalised; and

B = the Application Price applicable on the day upon which the capitalisation is to take place,

and each Unit created upon the capitalisation must be issued at the same price which may be less than the Application Price on that date.

Member reinvestment

• 9.21 The Manager may in its discretion from time to time by notice to all Members confer upon Members of the Trust the right of reinvestment of income in further Units during such period as the Manager may determine. This right if conferred by the Manager may be exercised by the Member by giving notice in writing to the Manager (in the form determined by the Manager from time to time) to request that the Manager retain and reinvest in Units the money or part of the money to be distributed to the Member under clauses 9.9, 9.10, 9.14 and 9.29.

9.22 A Member may by notice in writing to the Manager (in the form determined by the Manager from time to time) received not later than the last day of the relevant Distribution Period cancel any notice given under clause 9.21. The Member is entitled to give a further notice under clause 9.21 at any time in respect of any subsequent Distribution Period.

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9.23	In the event that a notice under clause 9.21 has been given to the
	Manager by a Member no later than the last day of the relevant
	Distribution Period and has not been cancelled under clause 9.22
	the Manager is entitled, but not obliged, out of any money to be
	distributed to the relevant Member at the date of distribution, to
	retain all or part of the amount specified in accordance with the
	notice and reinvest that money on behalf of the Member in
	additional Units in the Trust. The additional Units are to be
	issued at an Application Price determined in accordance with
	clause 4.7.
9.24	If the amount to be reinvested in additional Units results in a
	fraction of a Unit, the money representing the fraction will be
	held for future reinvestment in the Trust on behalf of the relevant
	Member unless the Member has cancelled any previous notice
	under clause 9.21 in which case the money representing the
	fraction is to be paid to the Member as part of the Member’s
	distribution in respect of the current Distribution Period.
9.25	Whenever under this constitution or by law money is held on
	behalf of a Member for future reinvestment the money so held
	may be aggregated and on each occasion on which the
	aggregated amount reaches the Application Price of a Unit the
	amount will be applied in the purchase of a new Unit for issue to
	the Member.
9.25A Units issued under clauses 9.21 to 9.25 inclusive are to participate fully
for Net Income in respect of the Distribution Period in which they are
issued.
Notice of reinvestment
9.26	Where a Member has made a request under clause 9.21, the
	Member is to be provided by the Manager with a notice to the
	effect that the whole or part (as the case may be) of the
	distribution to which the Member would otherwise have been
	entitled has been reinvested on the Member’s behalf and the
	amount of any Tax withheld by the Manager. The notice is to be
	given by the Manager upon the issue of the additional Units.
9.27	For all purposes the Net Income to be distributed to a Member is
	deemed to have been received by the Member on a reinvestment
	of that income in additional Units under the terms of this clause
	9.
Liability
9.28	The Manager does not incur any liability nor is it obliged to
	account to anyone (including any Member or former Member)
	nor is it liable for any loss or damage as a result of the exercise
	of any discretion or power under this clause 9 or in respect of
	any determination of fact or law made as part of, or as a
	consequence of, the exercise of such discretion or power
	notwithstanding any error or miscalculation in any provision
	made for Tax.

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Distributions of capital

• 9.29 The Manager may determine to distribute capital to Members in addition to any other distributions to be made to Members in respect of a Distribution Period. The Manager must transfer capital to the Distribution Account for this purpose of enabling a distribution to Members. The sum transferred to the Distribution Account is to be distributed to Members in the same manner as Net Income.

US Sales Proceeds

• 9.30 The Manager may, in addition the Manager’s right to make any other distributions in accordance with this clause 9, at any time as determined by the Manager, pay Members distributions of the US Sale Proceeds, or any part thereof. Subject to the rights, obligations and restrictions attaching to any particular Unit, a Member is entitled to that proportion of the US Sale Proceeds (or any part thereof) that the Manager has determined are to be distributed from time to time as is equal to the number of Units held by that Member on a date determined by the Manager divided by the number of Units on the Register on that date, with any such distribution to be made in cash.

10 Pa ments y

10.1	Money payable by the Manager to a Member may be paid in any
	manner the Manager decides.
10.2	Cheques issued by the Manager that are not presented within 6
	months may be cancelled. Where a cheque which is cancelled
	was drawn in favour of a Member, the money is to be held by the
	Manager for the Member or paid by the Manager in accordance
	with the legislation relating to unclaimed moneys.
10.3	Where the Manager attempts to make a payment by electronic
	transfer of funds to a Member and the transfer is unsuccessful on
	3 occasions, the money may be held by the Manager for the
	Member or paid by the Manager in accordance with the
	legislation relating to unclaimed moneys.
10.4	Only whole cents are to be paid, and any remaining fraction of a
	cent becomes an Asset.
10.5	A payment to any one of joint Members will discharge the
	Manager in respect of the payment.
10.6	The Manager may deduct from any amount to be paid to a
	Member, or received from a Member, any amount of Tax (or an
	estimate of it) which the Manager is required or authorised to
	deduct in respect of that payment or receipt by law or by this
	constitution or which the Manager considers should be deducted.

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11 Powers of the Manager

General powers
	11.1	Subject to this constitution, the Manager has all the powers in
		respect of the Trust that it is possible under the law to confer on
		a trustee and as though it were the absolute owner of the Assets
		and acting in its personal capacity.
Contracting powers23
	11.2	Without limiting clause 11.1 but subject to clause 11.3, the
		Manager in its capacity as trustee of the Trust has power to
		borrow and raise money (whether or not on security) and to incur
		all types of obligations and liabilities24.
Borrowings
	11.3	The Manager must not incur a Borrowing in respect of the Trust
		if to do so would, at the time of incurring the Borrowing, cause
		the total Borrowings of the Trust to exceed the Borrowing Limit.
Investment powers
	11.4	Without limiting clause 11.1, the Manager may in its capacity as
		trustee of the Trust invest in, dispose of or otherwise deal with
		property and rights in its absolute discretion.25
Power of delegation26
	11.5	The Manager may authorise any person to act as its agent or
		delegate (in the case of a joint appointment, jointly and
		severally) to hold title to any Asset, perform any act or exercise
		any discretion within the Manager’s power, including the power
		to appoint in turn its own agent or delegate.
	11.6	The Manager may include in the authorisation provisions to
		protect and assist those dealing with the agent or delegate as the
		Manager thinks fit.
	11.7	The agent or delegate may be an associate of the Manager.27
Exercise of discretion
	11.8	The Manager may in its absolute discretion decide how and
		when to exercise its powers.
Underwriting
	11.9	Subject to the Corporations Law, the Manager may enter into an
		arrangement with a person (including an associate of the
		Manager) to underwrite the subscription or purchase of Units on
		such terms as the Manager determines. Unless the agreement
		between the Manager and the underwriter expressly states the
		contrary intention, the underwriter will not be an agent or
		delegate of the Manager.

23 Required to be included by Section 601GA(3)

24 Refer Listing Rule 13.2 - the total liabilities of a listed trust must not exceed 60% of its total tangible assets. 25 Subject to Section 601FC(4)

26 See also Section 601FB.

27 Subject to Part 5C.7

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Principal Investment Policy

11.10 The principal investment policy of the Manager in relation to the Trust is that advised to the Members from time to time. The Manager must not vary the principal investment policy of the Trust unless notice is given to Members within such period before the variation takes effect as is adequate in the reasonable opinion of the Manager to enable Members to dispose of their Units if they see fit.

12 Retirement of Mana er[28] g

Voluntary retirement
	12.1	The Manager may retire as the responsible entity of the Trust as
		permitted by law29.
Compulsory retirement
	12.2	The Manager must retire as the responsible entity of the Trust
		when required by law30.
New responsible entity
	12.3	Any replacement Manager must execute a deed by which it
		covenants to be bound by this constitution as if it had originally
		been a party to it.
Release
	12.4	When it retires or is removed, the Manager is released from all
		obligations in relation to the Trust arising after the time it retires
		or is removed.31
Retirement benefit
	12.5	The Manager is entitled to agree with the incoming manager to
		be remunerated by, or to receive a benefit from, the incoming
		manager in relation to:
	(a)	entering into an agreement to submit a proposal for its
		retirement to a meeting of Members, and nominating to the
		Members the incoming manager as its replacement; or
	(b)	its retirement as Manager
	and	is not required to account to members for such remuneration or
	benefit.

13 Notices to Members[32]

13.1 Subject to the Corporations Law, a notice or other communication required to be given to a Member or in

28 Refer to Listing rule 3.16.2(a)

29 See Section 601FL. The change does not take effect until the ASIC alters its records: Section 601FJ

30 See Section 601FM and 601FA. Note that Listing Rules 13.3 and 13.4 do not apply to a managed investment scheme.

31 See section 601FR for the Manager’s obligation to transfer records, etc. Section 601FS restricts this release.

32 While Units are Officially Quoted, notices to Members must be copied to ASX - refer Listing Rule 3.17. 9732389_3 

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connection with the Trust must be given in writing (which includes a fax) or in such other manner as the Manager determines, and be delivered or sent to the Member at the Member’s physical or electronic address last advised to the Manager for delivery of notices.

13.2 A cheque payable to a Member may be posted to the Member’s physical address or handed to the Member or a person authorised in writing by the Member[33] . 13.3 In the case of joint Members, the physical or electronic address of the Member means the physical or electronic address of the Member first named in the Register. 13.4 A notice, cheque or other communication sent by post is taken to be received on the Business Day after it is posted and a fax is taken to be received 1 hour after receipt by the transmitter of confirmation of transmission from the receiving fax machine. Proof of actual receipt is not required. Subject to the law[34] , the Manager may determine[35] the time at which other forms of communication will be taken to be received.

14 Notices to the Manager

14.1 A notice required under this constitution to be given to the Manager must be given in writing (which includes a fax), or in such other manner as the Manager determines. 14.2 The notice is effective only at the time of receipt. 14.3 The notice must bear the actual, facsimile or electronic signature of the Member or a duly authorised officer or representative of the Member[36] unless the Manager dispenses with this requirement.

15 Meetin s of Members g

Corporations Law

Manager may determine

15.1 The Manager may at any time convene a meeting of Members, and must do so if required by the Corporations Law.[ 37] 15.2 Subject to this clause 15, the Corporations Law[38] and the Listing Rules, the Manager may determine the time and place at which a

33 See Clause 16.3(c)

34 See Section 601FC(1)(d)

35 See Section 252G(4)

36 See Clause 16.3(c) 37 Refer Part 2G.4

38 Refer Part 2G.4, especially sections 253C - voting rights, and 252W - proxies. See also clause 25 - restricted securities

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		23
		meeting of Members will be convened and the manner in which
		the meeting will be conducted39.
	15.2A	A meeting of Members or any class of Members may be held by
		means of such telephone, electronic or other communication
		facilities as permit all persons in the meeting to communicate
		with each other simultaneously and instantaneously and
		participation in such a meeting shall constitute presence in
		person at such meeting.
Quorum
	15.3	The quorum for a meeting of Members is 2 Members present in
		person or by proxy together holding at least 10% of all Units,
		unless the Trust has only one Member who may vote on a
		Resolution, in which case that one Member constitutes a
		quorum.
No quorum
	15.4	If a quorum is not present within 15 minutes after the scheduled
		time for the meeting, the meeting is:
	(a)	if convened on the requisition of Members - dissolved; or
	(b)	otherwise - adjourned to such place and time as the Manager
		decides.
	At any adjourned meeting, those Members present in person or by
	proxy constitute a quorum.
Chairman
	15.5	Subject to the Corporations Law40the Manager may appoint a
		person to chair a meeting of Members.
	15.6	The decision of the chairman on any matter relating to the
		conduct of the meeting is final.
Adjournment
	15.7	The chairman of a meeting of Members may at any time during
		the meeting adjourn the meeting or any business, motion,
		question, resolution, debate or discussion being considered or
		remaining to be considered by the meeting either to a later time
		at the same meeting or to an adjourned meeting at such place and
		time as the chairman thinks fit.
	15.7A	In exercising this discretion, the chairman may, but need not,
		seek the approval of Members present. Unless required by the
		chairman, no vote may be taken or demanded by the Members
		present in respect of any adjournment.
	15.7B	Only unfinished business is to be transacted at a meeting
		resumed after an adjournment.

39 Refer Listing Rules 3.13.2, 3.13.3, 6.10, 7.3, 10.10, 10.11 and 10.14. 40 Refer Part 2G.4 and Section 601FC(1)

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	24
Notice of adjourned meeting
15.7C	It is not necessary to give any notice of any adjournment or of
	the business to be transacted at any adjourned meeting unless a
	meeting is adjourned for one month or more. In that case,
	notice of the adjourned meeting must be given as in the case of
	an original meeting.
Proxies and voting
15.8	Subject to clause 15.10, the provisions of the Corporations Law
	governing proxies and voting for meetings of members of
	registered managed investment schemes apply to the Trust41.
15.9	The Manager may determine that the appointment of a proxy is
	valid even if it contains only some of the information required by
	the Corporations Law42.
15.10	A poll may be demanded by Members present in person or by
	proxy holding at least 20,000 Units.
Resolutions binding
15.11	A Resolution binds all Members, whether or not they were
	present at the meeting.
15.12	No objection may be made to any vote cast unless the objection
	is made at the meeting.
Non-receipt
15.13	If a Member does not receive a notice (including if notice was
	accidentally omitted to be given to them) the meeting is not
	invalidated.
Postponement or cancellation
15.14	The chairman has power to cancel a meeting or postpone a
	meeting for any reason to such place and time as the chairman
	thinks fit.
Notice of Cancellation or postponement of meeting
15.15	Notice of cancellation or postponement of a meeting of
	Members must state the reason for cancellation or
	postponement and be given:
(a)	to each Member individually; and
(b)	to each other person entitled to be given notice of a meeting of
	Members under the Corporations Act.
Contents of notice or postponement of meeting
15.16	A notice of postponement of a meeting of Members must
	specify:
(a)	the postponed date and time for the holding of the meeting;

41 This provision is included for completeness - the law operates of its own force. 42 Section 252Y(1) specifies the information which is normally to be included in an appointment of proxy. 9732389_3 

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(b)	a place for the holding of the meeting which may be either the
	same as or different from the place specified in the notice
	convening the meeting; and
(c)	if the meeting is to be held in two or more places, the
	technology that will be used to facilitate the holding of the
	meeting in that manner.
Number of clear days for postponement of meeting
15.17	The number of clear days from the giving of a notice
	postponing the holding of a meeting of Members to the date
	specified in that notice for the holding of the postponed
	meeting must not be less than the number of clear days notice
	of the general meeting required to be given by this constitution
	or the Corporations Act.
Business at postponed meeting
15.18	The only business that may be transacted at a meeting of
	Members the holding of which is postponed is the business
	specified in the notice convening the meeting.
Proxy, attorney or representative at postponed meeting
15.19	Where:
(a)	by the terms of an instrument appointing a proxy or attorney or
	of an appointment of a representative, a proxy or an attorney or
	a representative is authorised to attend and vote at a meeting of
	Members to be held on a specified date or at a meeting of
	Members to be held on or before a specified date; and
(b)	the date for holding the meeting is postponed to a date later
	than the date specified in the instrument of proxy, power of
	attorney or appointment of representative,
then, by force of this clause 15.19, that later date is substituted for and
applies to the exclusion of the date specified in the instrument of
proxy, power of attorney or appointment of a representative unless the
Member appointing the proxy, attorney or representative gives to the
Manager notice in writing to the contrary not less than 48 hours before
the time to which the holding of the meeting has been postponed.

16 Ri hts and liabilities of Mana er g g

Holding Units Other capacities

16.1	The Manager and its associates may hold Units in the Trust in
	any capacity43.
16.2	Subject to the Corporations Law44, nothing in this constitution
	restricts the Manager (or its associates) from:

43 See Section 601FG, Section 253E and Part 5C.7 44 Refer Part 5C.7, and see also Listing Rule 10.1

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(a) dealing with itself (as trustee of the Trust or in another capacity) or with any Member; (b) being interested in any contract or transaction with itself (as trustee of the Trust or in another capacity) or with any Member or retaining for its own benefit any profits or benefits derived from any such contract or transaction; or (c) acting in the same or a similar capacity in relation to any other managed investment scheme. Manager may rely 16.3 The Manager may take and may act upon: (a) the opinion or advice of counsel or solicitors, whether or not instructed by the Manager, in relation to the interpretation of this constitution or any other document (whether statutory or otherwise) or generally in connection with the Trust; (b) advice, opinions, statements or information from any bankers, accountants, auditors, valuers and other persons consulted by the Manager who are in each case believed by the Manager in good faith to be expert in relation to the matters upon which they are consulted; (c) a document which the Manager believes in good faith to be the original or a copy of an appointment by a Member of a person to act as their agent for any purpose connected with the Trust; and (d) any other document provided to the Manager in connection with the Trust upon which it is reasonable for the Manager to rely;

and the Manager will not be liable for anything done, suffered or omitted by it in good faith in reliance upon such opinion, advice, statement, information or document.

17 Limitation of liability and indemnity in favour of Manager

Limitation on Manager’s liability

17.1 The Manager is not liable in contract, tort or otherwise to Members for any loss suffered in any way relating to the Trust except to the extent that the Corporations Law imposes such liability.

17.2 Subject to the Corporations Law, the liability of the Manager to any person other than a Member in respect of the Trust including any contracts entered into as trustee of the Trust or in relation to any Assets is limited to the Manager’s ability to be indemnified from the Assets.

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	27
Indemnity in favour of Manager
17.3	The Manager is entitled to be indemnified out of the Assets for
	any liability incurred by it in properly performing or exercising
	any of its powers or duties in relation to the Trust45.
17.4	To the extent permitted by the Corporations Law46, the
	indemnity under clause 17.3 includes any liability incurred as a
	result of any act or omission of a delegate or agent appointed by
	the Manager.
17.5	This indemnity is in addition to any indemnity allowed by law.
	It continues to apply after the Manager retires or is removed as
	trustee of the Trust.
Indemnity unaffected by unrelated breach of trust
17.6	The Manager may exercise any of its rights of indemnification or
	reimbursement out of the Assets to satisfy a liability to any
	creditor of the Manager (as trustee of the Trust) notwithstanding
	that the Trust may have suffered a loss or may have diminished
	in value as a consequence of any unrelated act, omission or
	breach of trust by the Manager or by any delegate or agent
	appointed by the Manager.

18 Liabilit of Members y

Liability limited
	18.1	Subject to clauses 18.3 and 18.5, the liability of a Member is
		limited to the amount if any which remains unpaid in relation to
		the Member’s subscription for their Units.
	18.2	A Member need not indemnify the Manager if there is a
		deficiency in the Assets or meet the claim of any creditor of the
		Manager in respect of the Trust.
	18.3	The Manager is entitled to be indemnified by a Member or
		former Member to the extent that the Manager incurs any
		liability for Tax or User Pays Fees as a result of the Member’s or
		former Member’s action or inaction, or as a result of an act or
		omission requested by the Member or former Member.
	18.4	Joint Members are jointly and severally liable in respect of all
		payments including payments of Tax and User Pays Fees to
		which clause 18.3 applies.
Recourse
	18.5	In the absence of separate agreement with a Member, the
		recourse of the Manager and any creditor is limited to the Assets.
Restrictions on Members
	18.6	A Member:

45 See Section 601GA(2) 46 See Sections 601FB(2) and 601GA(2)

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(a) must not interfere with any rights or powers of the Manager under this constitution;

(b) must not exercise a right in respect of an Asset or lodge a caveat or other notice affecting an Asset or otherwise claim any interest in an Asset; or

(c) may not require an Asset to be transferred to the Member.

19 Remuneration and expenses of Manager

Base fee

19.1 As from 1 March 2000, the Manager’s entitlement to fees for managing the Trust is calculated on a half yearly basis as at 30 June and 31 December in each year as a percentage per annum of the value of all Assets of the Trust at the end of the relevant Half Year in accordance with the following scale: First $1 billion of Assets 0.45% p.a. Excess above $1 billion 0.40% p.a.

The Manager was entitled to fees up to 29 February 2000 in accordance with previous provisions of this constitution. For the period from 1 March 2000 to 30 June 2000 the fee will be calculated as provided in this clause 19.1 but pro rata according to the number of days in the period 1 March 2000 to 30 June 2000 compared with the period from 1 January 2000 to 30 June 2000.

19.2	19.2	The fee under clause 19.1 is payable to the Manager at the end of each Quarter . Payments in respect of the Quarters ending 31 March and 30 September will be based on the value of all assets at the end of the previous Half Year and will represent a part payment on account for the fee for the current Half Year. Subject to the Scheme becoming effective at the Effective Time, the Manager’s entitlement to fees for managing the Trust for the period from 1 January 2012 to the Implementation Date (“Relevant Period”) will be: in the event that the Effective Time is before 31 March 2012: (i) and the Implementation Date occurs on or before 31 March 2012, calculated in accordance with clause 19.2A(c) and the Manager will have no entitlement to fees for managing the Trust for that period under clause 19.1 or clause 19.2; or (ii) and the Implementation Date is after 31 March 2012, calculated in accordance with clause 19.2A(c) and the Manager will have no entitlement to fees for managing the Trust for the Relevant Period under clause 19.1 or clause 19.2 but will be entitled to an interim payment on 31 March 2012 in accordance with clause 19.2AA(b); and	The fee under clause 19.1 is payable to the Manager at the end of each Quarter . Payments in respect of the Quarters ending 31 March and 30 September will be based on the value of all assets at the end of the previous Half Year and will represent a part payment on account for the fee for the current Half Year. Subject to the Scheme becoming effective at the Effective Time, the Manager’s entitlement to fees for managing the Trust for the period from 1 January 2012 to the Implementation Date (“Relevant Period”) will be: in the event that the Effective Time is before 31 March 2012: (i) and the Implementation Date occurs on or before 31 March 2012, calculated in accordance with clause 19.2A(c) and the Manager will have no entitlement to fees for managing the Trust for that period under clause 19.1 or clause 19.2; or (ii) and the Implementation Date is after 31 March 2012, calculated in accordance with clause 19.2A(c) and the Manager will have no entitlement to fees for managing the Trust for the Relevant Period under clause 19.1 or clause 19.2 but will be entitled to an interim payment on 31 March 2012 in accordance with clause 19.2AA(b); and
19.2A
	(a)
			in the
			(i)
			(ii)

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(b) (c) 19.2AA	(b)	in the event that the Effective Time is after 31 March 2012, calculated in accordance with 19.2A(c) and if a payment has been made under clause 19.1 and clause 19.2 with respect to the Quarter ending 31 March 2012 (“March Payment”), subject to clause 19.2AA(c). The Manager’s entitlement to fees under this clause 19.2A is calculated by first determining the fees the Manager is entitled to for the Relevant Period on a pro rata daily basis, by reference to the value of the Assets of the Trust as at 31 December 2011. This figure is then adjusted to account for any US Assets sold during the Relevant Period. This is done in accordance with following formula: Where: n =the number of days in the Relevant Period A =the value of Assets of the Trust over $1 billion as at 31 December 2011 {C, D,...,Z} =the value as at 31 December 2011 of the US Asset sold, calculated in Australian dollars using the exchange rate as at 31 December 2011 of $US 1.021:A$ 1.000, where {α, β,...,γ}= the number of days in the Relevant Period that the Asset is not owned Subject to this clause 19.2AA, the aggregate amount of fees calculated under clause 19.2A is payable to the Manager on the Implementation Date. If clause 19.2A(a)(ii) applies, the Manager will be entitled to an interim payment for managing the Trust for the period from 1 January 2012 to 31 March 2012 (“Interim Relevant Period”). The interim payment will be payable on 31 March 2012 and calculated in accordance with the formula under clause 19.2A(c), replacing all references to Relevant Period with Interim Relevant Period. Any fee paid to the Manager under this clause 19.2AA(b) in respect of the Interim Relevant Period will represent a part payment on account for the fee payable under clause 19.2AA(a). If clause 19.2A(b) applies: (i) and the March Payment exceeds the fee calculated under clause 19.2A(c), the Manager will be required to repay on the Implementation Date the amount by which the March Payment exceeds the fees calculated under clause 19.2A(c); or
	(c)
	(a)
	(b)
	(c)
		(i)

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~~19.2(~~ ii) and the March Payment is less than the fee calculated under 19.2A(c), the March Payment will be deemed to be a partial payment of the aggregate amount of fees payable to the Manager on the Implementation Date under clause 19.2AA.

Waiver of fees

19.3 The Manager may accept lower fees than it is entitled to receive under this constitution, or may defer payment for any period. Where payment is deferred, the fee accrues daily until paid.

Manager’s Performance Units

19.4 Subject to clause 19.4A, the Manager, in addition to its remuneration under clause 19.1, will be entitled to have a certain number of Units issued to it in respect of each Half Year if the performance of the Trust for the Half Year exceeds a stated benchmark. The formula for determining the number of Units (if any) to be issued to the Manager in respect of a Half Year is set out below. If the TR (as defined below) for the Trust for a Half Year is negative, the Performance Units (if any) to which the Manager would have been entitled will not be issued to the Manager until the end of the first succeeding Half Year in which the TR is positive:

Number of Performance Units to be issued to the Manager =

(PF +EPF) Pc

where

PF (Tier 1 Performance Fee) = NPc x MCo x 5%, but equals zero if NPc is not greater than zero;

EPF (Tier 2 Performance Fee) = (NPc-EPb) x MCo x15% but equals zero if NPc is not greater than EPb;

NPc = TR-BM;

NPo (Opening Net Performance) = NPc of prior Half Year except in the first Half Year when NPo = 0;

TR (Trust Return percentage) = (Tc - To) x 100

To 1

where

Tc = Trust Index at the close of the Half Year; and

To = Opening Trust Index being the Trust Index at close of the prior Half Year or if NPo<0 then To = the Trust Index used as the opening Trust Index (To) for the previous period;

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BM (Benchmark Return percentage) = (Bc - Bo) x 100 Bo 1 where

Bc = Benchmark Index at the end of the Half Year; and

Bo = Opening Benchmark Index being the Benchmark Index at close of the prior Half Year or if NPo<0 the Bo = the Benchmark Index used as the opening Benchmark Index (Bo) for the previous period;

MCo (Market capitalisation ) = Po x Uo

where

Po = the weighted average trading price of all Units traded on the ASX during the ten Business Days from and including the date upon which the Units trade ex the distribution entitlement for the period ending on the last day of the prior Half Year; and

Uo = Units on issue at the close of the last day of the prior Half Year;

EPb (Tier 2 Performance Benchmark ) = 2% nominal per annum outperformance for the Half Year; and

Pc = the greater of the weighted trading price of all Units traded on the ASX during the ten trading days from and including the date upon which the Units trade ex the distribution entitlement for the relevant Half Year and the net tangible asset backing per Unit at the end of the Half Year. This will be the issue price of the relevant Performance Units.

If a Trigger Event occurs within a Half Year, the Manager is entitled to payment in cash in lieu of Units with the amount of the cash payment to be calculated in accordance with clause 19.5.

If and when Performance Units are issued to the Manager in respect of a Half Year where the Trust Index is below its historical Half Year end high achieved since the new fee structure was implemented on 29 February 2000, the Manager may not sell or otherwise dispose of the Performance Units until a time after the Trust Index equals or exceeds that prior peak and until the time the Manager is entitled to sell the Performance Units all distributions in respect of those Performance Units must, if a distribution reinvestment plan then applies, be reinvested pursuant to the distribution reinvestment plan and the Units received pursuant to the reinvestment will be subject to the same restriction on sale or disposal. The restriction on sale or disposal will cease if a Trigger Event occurs.

19.4A

(a) Except as provided in clause 19.4A(c) the maximum fees to be paid to the Manager in respect of any Financial Year including

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the Base Fee and the Performance Fee is to be an amount equal to 0.8% per annum of the value of all Assets of the Trust at the end of the Financial Year. In applying this limit, if a Performance Fee becomes payable in respect of the Half Year ending 31 December the maximum amount which may be paid in respect of that Half Year comprising both the Base Fee and the Performance Fee for that Half Year will be an amount equal to 0.4% of the value of all Assets of the Trust at the end of that Half Year and will represent a part payment on account of the total fees payable in respect of the Financial Year up to the limit for that Financial Year calculated in accordance with this clause 19.4A(a).

(b) If the amount of the total fees for a Financial Year as calculated in accordance with clauses 19.1 and 19.4 exceeds the limit for the Financial Year specified in clause 19.4A(a) the Base Fee for that Financial Year shall be payable and only that number of Performance Units with an aggregate value, based on the issue price under clause 19.4, equal to the balance of the fees up to that limit will be issued to the Manager and the remaining Performance Units which would otherwise have been issued in respect of that Financial Year if the limit in clause 19.4A(a) did not apply (“Excess Performance Units”) will not be issued at that time. The number of Excess Performance Units and their issue price or issue prices determined in accordance with clause 19.4 must be recorded as a liability to the Manager and those Excess Performance Units shall be issued to the Manager in future Half Years if, and to the extent, that the total fees payable to the Manager in relation to any future Half Year are less than the limit referred to in clause 19.4A(a). The number of Excess Performance Units to be issued in relation to a Financial Year shall be that number having an aggregate value, based on the issue price or prices under clause 19.4, equal to the difference between the total fees for that Financial Year before the issue of Excess Performance Units and the limit for that Financial Year under clause 19.4A(a). In carrying forward Excess Performance Units into future Half Years to supplement the Manager’s total fees up to the limit under clause 19.4A(a) the Excess Performance Units shall be issued in the order in which they accrued as liabilities and their value for the purpose of calculating the number of Excess Performance Units which may be issued in any future period shall be calculated at the same rate at which they accrued as a liability.

• (c) If at the end of any Half Year there shall be any Excess Performance Units which accrued as a liability at least three years prior to the end of that Half Year and which have not been issued to the Manager those Excess Performance Units will be issued to the Manager, and disregarded for the purpose of calculating the limit under clause 19.4A(a) in relation to the Financial Year in which they are issued, if the accumulated return of the Trust for that three year period expressed as a percentage exceeds the movement in the Benchmark Index

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over that three year period expressed as a percentage. If Charter Hall Office Management Limited ceases to be the Manager of the Trust, Charter Hall Office Management Limited shall be entitled to a cash payment in lieu of all Excess Performance Units which have not previously been issued to it on the date upon which it ceases to be the Manager or within seven days thereafter. If a Trigger Event occurs at a time when there are any Excess Performance Units which have not been issued then the Manager is entitled to a cash payment in lieu of those Excess Performance Units. These cash payments are to be based on the number of Excess Performance Units and their respective issue prices determined under clause 19.4. Any cash payment under this clause 19.4A(c) will be disregarded for the purposes of clause 19.4A(a).

Payment in lieu of Performance Units

19.5 If Performance Units are required to be issued to the Manager pursuant to clauses 19.4 and/or 19.4A and those Performance Units may not be issued because of any restriction under the Listing Rules or for any other reason the Manager shall be entitled to a cash payment in lieu of the Performance Units such payment to be calculated based on the number of Performance Units (including Excess Performance Units) which would otherwise have been issued to the Manager and the relevant issue price of those Performance Units determined in accordance with clause 19.4. If a Trigger Event occurs, the Manager is entitled to be paid in addition to the Base Fee a cash payment calculated as follows in lieu of Performance Units which might otherwise have been issued to the Manager in respect of the Half Year in which the Trigger Event occurs, such payment to be made to the entity which was the Manager on the day upon which the Trigger Event occurred notwithstanding that the entity may have ceased to be the Manager or that the Trust has terminated: (a) the cash payment is to be equal to the Performance Fees calculated in accordance with clause 19.4 as if the end of the Half Year was the date of the occurrence of the Trigger Event but in determining the Trust Index at the close of the period there is to be substituted for the market price of the Units: (i) in the case of a takeover bid, the price per Unit which would be payable for compulsory acquisition (including in the case of non-cash consideration the market value of that non-cash component on the date of the Trigger Event); (ii) in the case of a scheme of arrangement, the mid-point of the value range for the Units contained in the independent expert’s report (if any) prepared for the Members in relation to the scheme of arrangement or if there is no independent expert’s report, the fair value of the consideration per Unit as determined by an independent accountant appointed by the Manager;

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		34
		(iii) in the case of delisting, the weighted average market
		price of the Units traded on the Australian Stock
		Exchange during the 10 Business Days prior to the
		Date of Delisting; or
		(iv) in the case of termination of the Trust, the amount per
		Unit to be received by the Members after accruing the
		amount payable to the Manager for Performance Fees;
	(b)	the cash payment is payable as soon as it can be calculated. If
		there has been any accrual of the Performance Fee from any
		prior Half Year whether due to the Trust Return (TR) being
		negative although exceeding the Benchmark Return (BM) or
		otherwise, the amount accrued shall be paid in cash rather than
		Units on the date of occurrence of the Trigger Event.
Expenses
	19.6	All expenses incurred by the Manager in relation to the proper
		performance of its duties in respect of the Trust47are payable or
		reimburseable out of the Assets to the extent that such
		reimbursement is not prohibited by the Corporations Law. This
		includes the following and expenses connected with the
		following:
	(a)	this constitution and the formation of the Trust;
	(b)	the preparation, review, distribution and promotion of any
		prospectus or offering memorandum in respect of Units or
		other promotion of the Trust;
	(c)	the acquisition, disposal, insurance, custody and any other
		dealing with Assets;
	(d)	any proposed acquisition, disposal or other dealing with an
		investment;
	(e)	the administration or management of the Trust or its Assets
		and Liabilities, including expenses in connection with the
		Register and any dealings with Units;
	(f)	the admission of the Trust to the official list of the ASX and
		compliance with the Listing Rules;
	(g)	underwriting of any subscription or purchase of Units,
		including underwriting fees, handling fees, costs and expenses,
		amounts payable under indemnity or reimbursement provisions
		in the underwriting agreement and any amounts becoming
		payable in respect of any breach (other than for negligence,
		fraud or breach of duty) by the Manager of its obligations,
		representations or warranties under any such underwriting
		agreement;

47 Refer Section 601GA(2)(b) 9732389_3

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	35
(h)	convening and holding meetings of Members, the
	implementation of any Resolutions and communications with
	Members;
(i)	Tax (including any amount charged by a supplier of goods or
	services or both to the Manager by way of or as a
	reimbursement for GST) and financial institution fees;
(j)	the engagement of agents, valuers, contractors and advisers
	(including legal advisers) whether or not the agents, valuers,
	contractors or advisers are associates of the Manager;
(k)	preparation and audit of the taxation returns and accounts of
	the Trust;
(l)	termination of the Trust and the retirement or removal of the
	Manager and the appointment of a replacement;
(m)	any court proceedings, arbitration or other dispute concerning a
	Trust including proceedings against the Manager, except to the
	extent that the Manager is found by a court to be in breach of
	trust or to have been grossly negligent, in which case any
	expenses paid or reimbursed under this clause 19.4(m) must be
	repaid;
(n)	in relation to any real property, real estate agent fees;
(o)	managing agents fees (whether any real property is managed
	by the Manager, an associate of the Manager or independent
	managing agent);
(p)	the compliance committee established by the Manager in
	connection with the Trust (if any), including any fees paid to or
	insurance premiums48in respect of Compliance Committee
	Members;
(q)	while there is no compliance committee, any costs and
	expenses associated with the board of directors of the Manager
	carrying out the functions which would otherwise be carried
	out by a compliance committee, including any fees paid to or
	insurance premiums in respect of external directors whose
	appointment or tenure satisfies the requirements of Chapter 5C
	of the Corporations Law;
(r)	the preparation, implementation, amendment and audit of the
	compliance plan;
(s)	the cost of the Manager employing a compliance officer to
	carry out compliance duties under the compliance plan, in so
	far as the allocation of their time is attributable to matters
	connected with the Trust;
(t)	complying with any law, and any request or requirement of the
	ASIC; and

48 See Section 601JG

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(u) custodian fees. GST 19.7 The fees payable to the Manager under this constitution do not include any amount referable to GST. If the Manager is or becomes liable to pay GST in respect of any supply under or in connection with this constitution (including, without limitation, the supply of any goods, services, rights, benefits or things), then, in addition to any fee or other amount or consideration payable to the Manager in respect of the supply, the Manager is entitled to be paid an additional amount on account of GST, such amount to be calculated by multiplying the fee, amount or consideration for the part of the supply which is a taxable supply for GST purposes by the prevailing rate of GST, and the Manager shall be entitled to be reimbursed or indemnified for such amount of GST out of the Assets. 19.8 Any amount may only be paid or reimbursed out of the Assets under clauses 19.4 and 19.5 if it relates to the proper performance of the Manager’s duties.

20 Duration of the Trust

Initial settlement

20.1 The Manager, immediately upon demand being made by the Trustee after the deed has been approved by the Commission, must lodge with the Trustee the sum of $100 for investment by the Trustee (so far as it extends) in Authorised Investments of the Trust. The beneficial interest in the Trust Fund as constituted by the settlement of the sum of $100 shall be divided into 100 Units which shall be issued to the Manager[49] .

Termination

20.2 The Trust terminates on the earliest of: (a) [intentionally deleted]; (b) a date which the Members determine by special resolution; and (c) the date on which the Trust terminates in accordance with another provision of this constitution or by law[50] .

Restriction on issue and redemption of Units

• 20.2A Despite any other provisions in this constitution, no Units may be issued or redeemed after the 80th anniversary of the day preceding the day the Trust commenced, unless that issue or redemption would not offend the rule against perpetuities, or any other rule of law or equity.

49 Clause 20.1 contains terminology no longer used in this constitution because it has been preserved in its original form. The Trust in fact commenced on 8 October 1993. 50 See Part 5C.9 on winding up 9732389_3  Mallesons Stephen Jaques

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	37
20.3	If at any time legislation is enacted the result of which is that the
	Manager is liable to pay any income tax or capital gains tax (other
	than withholding tax or tax of a similar nature) on the income of
	the Trust other than income not distributed to Members, the
	Manager may summon a meeting of the Members to consider
	winding up the Trust and if by special resolution the meeting so
	decides, the Trust shall be wound up.

21 Procedure on termination

Realisation of Assets
21.1	Following termination, the Manager must realise the Assets of
	the Trust. This must be completed in 180 days if practical and in
	any event as soon as possible after that.
Audit of winding up
21.2	If and to the extent that ASIC policy so requires, the Manager
	must arrange for independent review or audit of the final
	accounts of the Trust by a registered company auditor.
Distribution following termination
21.3	The net proceeds of realisation, after making allowance for all
	Liabilities of the Trust (actual and anticipated) including income
	entitlements of Members and meeting the expenses (including
	anticipated expenses) of the termination, must be distributed to
	Members in accordance with the following formula:
AxB
C
Where:
A =	the amount remaining in the Trust after deduction of the
	Liabilities and expenses referred to in this clause 21.3;
B =	the number of Units held by the Member as at termination; and
C =	the total number of Units in issue as at termination.
The Manager may distribute the proceeds of realisation in instalments.
21.4	Subject to the Corporations Law and this constitution, the
	provisions of this constitution continue to apply from the date of
	termination until the date of final distribution under clause 21.3,
	but during that period the Manager may not accept any
	applications for Units from a person who is not an existing
	Member.

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22 Amendments to this constitution

Manager may amend

22.1 If the Corporations Law allows[51] , this constitution may be amended:

• (a) by Resolution[52] ; or

• (b) by deed executed by the Manager.

If the constitution is amended by Resolution, the Manager may give effect to the amendments by executing a supplemental deed.

Statutory requirements

22.2 If:

(a) the Corporations Act requires that this constitution contain certain provisions, or if any ASIC Relief on which the Manager has determined it wishes to rely or which is expressly applicable to the Trust and the Manager requires provisions to a certain effect to be contained in this constitution in order for the ASIC Relief to apply (“ Required Provisions ”); or

• (b) any part of this constitution (a “ Required Part ”) is included to comply with the requirements of the Corporations Act, Listing Rules, ASIC or ASX (“ Regulatory Requirement ”) and that Regulatory Requirement ceases or changes,

then, to the extent the Corporations Act allows, this constitution is automatically amended so that the Required Provisions are included, or the Required Part is deleted or amended to reflect the altered Regulatory Requirement; and the Required Provisions prevail over any other provisions of this constitution to the extent of any inconsistency.

• 22.2A The Members: (a) authorise the Manager to make the amendments referred to in clause 22.2 in a deed made for that purpose and, if required, to lodge it with ASIC; and

• (b) agree that, subject to the Corporations Act, their rights under this constitution do not include or extend to any right that would be adversely affected by the operation of clause 22.2.

• 22.2B Where clause 22.2 and clause 22.2A operate to automatically amend this constitution to incorporate a provision, it is deemed to be incorporated as a separate and distinct provision.

• 22.3 If the Manager is of the opinion that as a result of clause 22.2 the Assets of the Trust or any part of it are to be invested or deposited otherwise than freely in accordance with the discretions given to the Manager by this constitution or if as a result of any law it

51 See Section 601GC for power to amend the constitution. The amendment cannot take effect until a copy of the modification is lodged with the ASIC

52 The required majority for such a resolution under section 601GC(1)(a) is 75%. 9732389_3

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		39
		appears to the Manager to be in the interest of the Members so to
		do, the Manager may terminate the Trust.
Listing Rules
	22.4	While Units are Officially Quoted:
	(a)	notwithstanding anything contained in this constitution, if the
		Listing Rules prohibit an act being done, the act shall not be
		done;
	(b)	nothing contained in this constitution prevents an act being
		done that the Listing Rules require to be done;
	(c)	if the Listing Rules require an act to be done or not to be done,
		authority is given for that act to be done or not to be done (as
		the case may be);
	(d)	if the Listing Rules require this constitution to contain a
		provision and it does not contain such a provision, this
		constitution is deemed to contain that provision;
	(e)	if the Listing Rules require this constitution not to contain a
		provision and it contains such a provision, this constitution is
		deemed not to contain that provision; and
	(f)	if any provision of this constitution is or becomes inconsistent
		with the Listing Rules, this constitution is deemed not to
		contain that provision to the extent of the inconsistency.
	22.5	In accordance with ASIC Class Order 98/1808 or its equivalent
		and for so long as it applies to the Trust, a change in the text of
		this constitution because of the operation of clause 22.4 is not a
		modification of, or the repeal and replacement of, the
		constitution for the purposes of subsections 601GC(1) and (2) of
		the Corporations Law.

23 Compliance committee

If any Compliance Committee Member incurs a liability in that capacity in good faith, the Compliance Committee Member is entitled to be indemnified out of the Assets in respect of that liability to the extent permitted by the Corporations Law[53] .

24 Complaints

If and for so long as the Corporations Law or ASIC policy requires, a Member submits to the Manager a complaint alleging that the Member has been adversely affected by the Manager’s conduct in its management or administration of the Trust, the Manager must:

53 See section 601JF 9732389_3

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	40
(a)	must, if the complaint is in writing, acknowledge in writing
	receipt of the complaint as soon as practicable and in any event
	within 14 days from receipt;
(b)	must ensure that the complaint receives proper consideration
	resulting in a determination by a person or body designated by
	the Manager as appropriate to handle complaints;
(c)	must act in good faith to deal with the complaint by
	endeavouring to correct any error which is capable of being
	corrected without affecting the rights of third parties;
(d)	may in its discretion give any of the following remedies to the
	complainant:
	(i) information and explanation regarding the
	circumstances giving rise to the complaint;
	(ii) an apology; or
	(iii) compensation for loss incurred by the Member as a
	direct result of the breach (if any); and
(e)	must communicate to the complainant as soon as practicable
	and in any event not more than 45 days after receipt by the
	Manager of the complaint:
	(i) the determination in relation to the complaint;
	(ii) the remedies (if any) available to the Member; and
	(iii) information regarding any further avenue for
	complaint.

25 Restricted Securities

25.1 Clause 25.2 only operates:

(a) while Units are Officially Quoted and the Listing Rules require this constitution to contain a provision to the effect of clause 25.2; and

(b) to the extent that it is not inconsistent with the Corporations Law. 25.2 During a breach of the Listing Rules or of a restriction agreement relating to Units which are Restricted Securities, the Member who holds the Units which are Restricted Securities is not entitled to any distribution from the Trust, nor any voting rights, in respect of those Units.

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26 Small holdin s g

s
26.1	Subject to the provisions of this clause 26, the Manager may in
	its discretion from time to time sell or redeem any Units held by
	a Member without request by the Member where:
(a)	the market value of Units held by a Member is less than $2000;
	or.
(b)	while Units are Officially Quoted, the Units held by a Member
	comprise less than a marketable parcel as provided in the
	Listing Rules. In this case, the Manager may only sell or
	redeem Units on one occasion in any 12 month period.
26.2	The Manager must notify the Member in writing of its intention
	to sell or redeem Units under this clause 26.
26.3	The Manager will not sell or redeem the relevant Units:
(a)	before the expiry of 6 weeks from the date of the notice given
	under clause 26.2; or
(b)	if, within the 6 weeks allowed by clause 26.3(a):
	(i) the Member advises the Manager that the Member
	wishes to retain the Units; or
	(ii) the market value of the Units held by the Member
	increases to $2000 or more.
26.4	The power to sell lapses following the announcement of a
	takeover, but the procedure may be started again after the close
	of the offers made under the takeover.
26.5	The Manager or the purchaser of the Units must pay the costs of
	the sale or redemption as the Manager decides.
26.6	The proceeds of the sale or redemption will not be sent to the
	Member until the Manager has received the certificate (if any)
	relating to the Units, or is satisfied that the certificate has been
	lost or destroyed.
26.7	The Manager is entitled to execute on behalf of a Member any
	transfer of Units under this clause 26.

27 Interpretation

Definitions

27.1 In this constitution these words and phrases have the following meaning unless the contrary intention appears:

ADI has the meaning given in the Corporations Act.

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Application Price: the Unit price calculated in accordance with clause 4.

ASIC: the Australian Securities and Investments Commission or any regulatory body which replaces it or performs its functions.

ASIC Relief: an exemption or declaration granted by ASIC which gives relief from certain provisions of the Corporations Act.

Assets: all the property, rights and income of the Trust, but not application money or property in respect of which Units have not yet been issued, proceeds of redemption which have not yet been paid or any amount to which a Member is presently entitled.

ASX means ASX Limited (ABN 98 008 624 691) or, as the context requires, the financial market known as the Australian Securities Exchange operated by it. ~~ASX: Australian Stock Exchange Limited.~~

A SX Listing Rules means the official listing rules of ASX.

Authorised Investment: has the meaning as it was set out in this deed at the time the Trust commenced.

Base Fee: the fees payable to the Manager pursuant to clause 19.1.

Benchmark Index: the accumulation index based on the volume weighted average prices recorded on ASX over the 10 Business Days after the Trust goes ex-distribution for the relevant period created from the ASX listed entities that have a principal focus on the office property sector, as calculated by the ASX, or other suitable body as determined by the Manager from time to time and notified to Members, using closing market price series data. The index will commence at 100 on 29 February 2000. This index does not include Charter Hall Office REIT. If the market capitalisation of the Trust becomes greater than 40% of the aggregate market capitalisation of the trusts or other entities (including a stapled entity) included in the Benchmark Index and Charter Hall Office REIT, then the Benchmark Index will be replaced by the S & P/ASX 200 Property Accumulation Index with appropriate transitional adjustments, determined by an independent person appointed by the Manager, to reflect the position of the index as at the time of substitution so as to provide an equivalent benchmark. If the Benchmark Index or any substitute, whether the S & P/ASX 200 Property Accumulation Index or another index, ceases to be calculated or published or, in the Manager’s reasonable opinion, to provide a relevant benchmark consistent with the purpose under this constitution, the Manager acting in good faith may substitute the most appropriate available index.

Bidder Deed Poll means the deed poll executed by each Bidder in favour of each Scheme Unitholder in relation to the Scheme.

Bidders means Reco, PSP and CHPT, and each of Reco, PSP and CHPT is a Bidder .

Borrowing: raising or borrowing any sum or sums of money or obtaining credit, accommodation or finance for the purposes of the Trust and any corporation or managed investment scheme in relation to which the Trust is entitled to exercise more than one half of the voting rights.

Borrowing Limit: 60% of the value of the Assets calculated in accordance with clause 8. For the purposes of calculating the Borrowing Limit, all trade credit and similar current liabilities incurred in the ordinary course of business are to be disregarded.

Business Day: a day which is a business day for the purposes of the Listing Rules.

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Charter Hall means Charter Hall Funds Management Limited (ABN 31 082 991 786) in its personal capacity of Level 11, 333 George Street, Sydney, New South Wales, 2000.

CHESS means the Clearing House Electronic Subregister System for the electronic transfer of securities, operated by ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532).

CHPT means Charter Hall Funds Management Limited (ABN 31 082 991 786) in its capacity as trustee of Charter Hall Property Trust (ARSN 113 339 147) of Level 11, 333 George Street, Sydney, New South Wales, 2000.

Claim has the meaning given in the Scheme Implementation Agreement.

CQO Committee Member has the meaning given in the Scheme Implementation Agreement.

Commission: ASIC or its predecessor at the relevant time.

Commonwealth: the Commonwealth of Australia.[54]

Compliance Committee Member: a member of a compliance committee established by the Manager in connection with the Trust.

Conversion: the redemption of RePS and the application of the redemption proceeds to subscribe for Units in accordance with the RePS Terms of Issue.

Corporation: has the meaning contained in the Corporations Law and includes corporations formed or incorporated outside the Commonwealth and not recognised in the Commonwealth.[ 55]

CS Facility: has the same meaning as in the Corporations Act.

CS Facility Operator: the operator of a prescribed CS Facility.

Date of Delisting: whichever is the first to occur of the following:

(a) the date upon which the Manager receives notification from the ASX of the removal of the Trust from the official list of the ASX; or

(b) where the Units are suspended from trading by the ASX for a continuous period of 60 days, the day following the expiration of that 60 day period.

Defaulting Bidder has the meaning given in the Scheme Implementation Agreement.

Distribution Account: the account established in accordance with clause 9.7.

Distribution Calculation Date: the last day of June and December of each year or such other days as the Manager designates.

Distribution Period:

(a) for the first distribution period, the period from the establishment of the Trust to the next Distribution Calculation Date;

54 Principal Investment Policy and definition of Corporation 55 Principal Investment Policy

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(b) for the last distribution period, the period from the day after the preceding Distribution Calculation Date to the date of distribution on winding up of the Trust; and (c) in all other circumstances, the period from the day after the preceding Distribution Calculation Date to the next occurring Distribution Calculation Date.

Effective Time means the date on which the amendments to this Constitution to facilitate the Scheme, including insertion of clause 28, take effect pursuant to section 601GC(2) of the Corporations Act.

Escrow Account means the account established by the Escrow Agent pursuant to clause 4.2(b) of the Scheme Implementation Agreement.

Escrow Agent means Charter Hall Escrow Agent Pty Limited (ACN 111 041 564) of Level 11, 333 George Street, Sydney, New South Wales, 2000.

Escrow Agent Deed Poll means the deed poll executed by the Escrow Agent in favour of each Scheme Unitholder in relation to the Scheme.

Excluded Unitholder means the Bidders and any of their Associates (as defined in section 12 of the Corporations Act) which hold Units at the Record Date other than:

(a)	PSP in respect of its holding of 5,218,676 Scheme Units (which Scheme Units may not be voted on any of the Scheme
(b)
	Resolutions, notwithstanding anything to the contrary in this Constitution); and JP Morgan Nominees Australia Limited, in respect of the 1,065,000 Units it holds as custodian for the Charter Hall Property Securities Fund (managed by Reliance Investment Management Pty Ltd).

Finally Determined has the meaning given in the Scheme Implementation Agreement.

GST: a goods and services tax, value added tax, consumption tax or a similar tax or a tax on services only.

Half Year: a period of six months ending 30 June or 31 December. The first Half Year is the period from 1 March 2000 to 30 June 2000 and in relation to the calculations for that initial Half Year, the expression “last day of the prior Half Year” means the day prior to the commencement of that Half Year.

Implementation Date means the date which is 5 Business Days after the Record Date, or:

(a)	such other date as the parties to the Scheme Implementation Agreement may agree in writing or as may be required by ASX, or the Business Day following the date, within the cure period set
(b)
	out in clause 4.1(b)(vii) of the Scheme Implementation Agreement, on which the Defaulting Bidder (or, where there

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are more than one, the final Defaulting Bidder) makes the payments referred to in clause 4.1(b)(ii) of the Scheme Implementation Agreement.

Interim Relevant Period has the meaning given in clause 19.2AA(b).

Liabilities: all present liabilities of the Trust including any provision which the Manager decides should be taken into account in accordance with accounting principles in determining the liabilities of the Trust, but excluding any amount representing Members’ capital, undistributed profits (except distributable income to which the Members have obtained a present entitlement), interest attributable to Members accruing on Members’ capital, capital reserves or any other amount representing the value of rights attaching to Units, whether or not redeemable, regardless of whether characterised as equity or debt in the accounts of the Trust.

Liquid: has the same meaning as in the Corporations Law[56] .

Listing Rules: the listing rules of ASX and any other rules of ASX which are applicable while the Trust is admitted to the official list of ASX, each as amended, varied or waived (whether in respect of the Trust or generally) from time to time.

Manager: the company which is registered with the ASIC as the single responsible entity for the Trust under the Corporations Law.

March Payment: has the meaning given in clause 19.2A(b).

Market Price: of a Unit in respect of any Business Day means:

(a) the last sale price per Unit recorded on the ASX on that Business Day (whether or not a sale was recorded on that Business Day); or (b) if the Manager believes that the calculation in paragraph (a) does not provide a fair reflection of the market price of a Unit on that Business Day, the mid-point of the bid and offer prices per Unit recorded on the ASX at the close of trading on that Business Day (whether or not a sale is recorded on that Business Day); or

(c) if the Manager does not believe that the calculation in paragraph (a) or (b) provides a fair reflection of the market price of a Unit on that Business Day, the price determined by an expert independent of the Manager whose identity and instructions are to be determined by the Manager.

Member: the person Registered as the holder of a Unit (including persons jointly Registered).

MPST: Macquarie Park Street Trust ARSN 094 704 066.

Net Asset Value: the value of the Assets calculated in accordance with clause 8 less the Liabilities.

Net Income: the net income of the Trust determined pursuant to clause 9.3.

56 Refer Part 5C.6

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New CQO Debt Facility means the $1,000 million debt facility to be made available under the agreement to be entered into by the Responsible Entity pursuant to the credit approved Debt Term Sheet accepted by the Bidders on 6 December 2011.

Nominee means, in respect of a Bidder, a wholly owned Subsidiary of that Bidder nominated by it for the purposes of clause 4.1 of the Scheme Implementation Agreement.

Officially Quoted: quoted on the official list of the ASX, including the situation where any such quotation is suspended for a continuous period not exceeding 60 days.

Operating Income: the Net Income of the Trust determined pursuant to clause 9.3 adjusted by adding back any revaluation, write-down or write-off relating to any tangible or intangible assets or any other item determined by the Manager as being of a non-operating nature.[57]

Performance Fees: the fees (if any) payable to the Manager pursuant to clause 19.4 being both PF and EPF as defined in that clause.

Performance Units : Units issued to the Manager pursuant to clause 19.

PSP means Public Sector Pension Investment Board of 1250, Rene-Levesque Blvd West, Suite 900, Montreal, Quebec, Canada H3B 4W8.

Quarter: a calendar quarter and any period between the end of the last Quarter prior to the date of termination of the Trust and the date of termination of the Trust.

Reco means Reco Ambrosia Pte Ltd of 168 Robinson Road, #37-01, Capital Tower, Singapore 068912.

Record Date means 7.00pm (Sydney time) on the date that is 5 Business Days after the Effective Date or such other date as may be agreed in writing between the parties to the Scheme Implementation Agreement or as may be required by ASX.

Redemption Price: the Unit price calculated in accordance with clause 6.

Register: the register of Members kept by the Manager under the Corporations Law.

Registered: recorded in the Register.

Registered Address means, in relation to a Member, the address of that Member shown on the Register.

Registrar: the person appointed to maintain the Register from time to time.

Registration: recording in the Register.

Relevant Period has the meaning given in clause 19.2A.

RePS: Reset preference units issued by MPST.

RePS Terms of Issue: the terms of issue of the RePS a copy of which is attached as Schedule 1 to this constitution.

Reserve Account: means the account referred to in clause 9.16 of this constitution.

57 Required by Manager’s fee. 9732389_3

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Resolution:

(a) a resolution passed at a meeting of Members in the Trust:

(i) on a show of hands, by the required majority of Members present in person or by proxy and voting on the show of hands; or

(ii) on a poll, by the required majority of votes cast by Members present in person or by proxy and voting on the poll; or

(b) where the law allows, a resolution in writing signed by Members holding the required majority of the Units in the Trust.

Except where this constitution or any applicable law provides otherwise, the “required majority” is a simple majority[58] .

Responsible Entity has meaning given to the term Manager in this Constitution.

Restricted Securities: has the same meaning as in the Listing Rules.

Scheme means the arrangement by which all of the Scheme Units will be transferred to the Bidders for the Scheme Consideration, as set out in clause 28.

Scheme Cash Consideration has the meaning given in clause 28.2(a)(iii).

Scheme Consideration means the Scheme Cash Consideration and the Scheme Contingent Consideration.

Scheme Contingent Consideration has the meaning given in the Scheme Implementation Agreement.

Scheme Implementation Agreement means the agreement of that name dated on 31 December 2011 between the Bidders, Charter Hall, the Escrow Agent and the Responsible Entity, as amended from time to time.

Scheme Resolutions means the following resolutions of Members:

(a) an ordinary resolution approving for the purpose of item 7 of section 611 of the Corporations Act to approve the acquisition by the Bidders or Related Body Corporates of the Bidders of all of the Scheme Units; and

(b) a special resolution for the purposes of section 601GC(1) of the Corporations Act to approve amendment to this Constitution to facilitate the Scheme.

Scheme Transfer means in relation to each Scheme Unitholder, a proper instrument of transfer of their Scheme Units for the purpose of section 1071B of the Corporations Act (which may be a master transfer of all or part of all of the Scheme Units).

58 Circumstances where a special resolution is required include a vote on amendments to this constitution if necessary (see section 601GC(1)(a)). For voting on winding up by Members and choosing a new responsible entity see sections 601FL and 601NB.

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Scheme Unitholder means a person who holds Scheme Units as at the Record Date.

Scheme Units means Units on issue as at the Record Date (other than those Units held by the Excluded Unitholders at that date).

Second Judicial Advice Date means the first day of the hearing of an application made to the Court by the Responsible Entity for the Second Judicial Advice or, if the hearing of such application is adjourned for any reason, means the first day of the adjourned hearing.

SIA means the scheme implementation agreement entered into by the Manager on 31 December 2011 and announced by the Manager on the Australian Securities Exchange on 3 January 2012.

Specified Acquisition Proportion means, in relation to each Bidder, the percentage figure equal to the percentage of the Scheme Units which that Bidder (or its Nominee) will be transferred pursuant to clause 28.2(a)(ii), being:

(a) in respect of Reco, 47.23%; (b) in respect of PSP, 47.23%; and (c) in respect of CHPT, 5.55%.

Specified Holding Proportion means, in relation to each Bidder, the percentage figure equal to the percentage of Units which that Bidder (or its Nominee) (together with its Related Bodies Corporate) will hold immediately following the Implementation Date, being:

(a) in respect of Reco, 42.5%; (b) in respect of PSP, 42.5%; and (c) in respect of CHPT, 15%.

Tax: all kinds of taxes, duties, imposts, deductions and charges imposed by a government (including GST), together with interest and penalties.

Tax Act: the Income Tax Assessment Act 1936 (“ 1936 Act ”), the Income Tax Assessment Act 1997 (“ 1997 Act ”) or both the 1936 Act and the 1997 Act, as appropriate.

Taxable Annual Income: the net income of the Trust calculated under the provisions of the Tax Act for a year of income.

Taxable Period Income: the net income of the Trust calculated under the provisions of the Tax Act but under the assumption that a Distribution Period is a year of income for the purposes of that Act.

Transaction Costs:

(a) when calculating the Application Price of a Unit, the Manager’s estimate of the total cost of acquiring the Assets; and

(b) when calculating the Redemption Price of a Unit, the Manager’s estimate of the total cost of selling the Assets;

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provided that subject to the Corporations Law[59] the Manager may in connection with any particular application or request for redemption of Units deem these costs to be a lesser sum or zero.

Trigger Event : Any of the following:

• (a) a resolution is passed at a meeting of Members removing or replacing the Manager without the recommendation of the existing Manager.

• (b) the Trust terminates;

• (c) a Date of Delisting occurs;

• (d) the Units are the subject of a takeover bid which achieves the threshold for compulsory acquisition under Chapter 6A of the Corporations Law;

• (e) the Members approve a formal or informal scheme of arrangement pursuant to which the Trust is to merge with any other managed investment scheme or entity or pursuant to which there is a material change in the ownership or control of the Trust.

Trust: the trust constituted under or governed by this constitution.

Trust Fund: all of the Assets for the time being of the Trust but subject to the Liabilities at that time of the Trust.

Trust Index: the accumulation index for the Trust as calculated by the ASX, or other suitable body as determined by the Manager from time to time and notified to Members, using closing market price series data except for the closing price at the end of the Half Year which shall be replaced by the ten day volume weighted average trading price from and including the date upon which the Units trade ex distribution entitlement for the relevant Half Year. The index will commence at 100 on 29 February 2000 utilising the closing market price on that day.

Trustee: the person appointed as the trustee of the Trust for the time being and the Manager when acting as the Trustee in accordance with the provisions of this deed.

Unit: an undivided share in the beneficial interest in the Trust as provided in this constitution.

Unit Holder : has the same meaning as Member.

$US means the lawful currency of the United States of America.

US Assets means the “Properties”, as defined in the US Sale Contract.

US Asset Purchaser means BCSP VI Portfolio Acquisition LLC.

US Asset Vendors means the entities comprising the “Seller” under the US Sale Contract.

User Pays Fees: any cost incurred in relation to:

(a) an entitlement to a payment or a payment to or from the Trust in respect of a Member; or

59 See section 601FC(1)(d) 9732389_3

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(b) any act or omission requested by a Member

which the Manager considers should be borne by that Member.[60]

US Sale Contract means the Purchase and Sale Agreement dated 2 August 2011 (as amended from time to time including by a First Amendment to Purchase and Sale Agreement, dated 22 September 2011) between the US Asset Vendors and the US Asset Purchaser.

US Sales Proceeds has the meaning given in the SIA.

Valuation Time: a time at which the Manager calculates Net Asset Value.

Interpretation

27.2 Unless the contrary intention appears, in this constitution:

(a) terms defined in the Corporations Law are used with their defined meaning;

• (b) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements;

• (c) the singular includes the plural and vice versa;

(d) the words “includes” or “including”, “for example” or “such as” when introducing a list of items do not exclude a reference to other items, whether of the same class or genus or not;

(e) amend includes delete or replace; (f) person includes a firm, a body corporate, an unincorporated association or an authority;

(g) the cover page, contents, headings, footnotes, marginal notes and finding lists are for convenience only and do not affect interpretation of this constitution; (h) a reference to a year, half-year or month means a calendar year, calendar half-year or calendar month respectively; and (i) any schedule to this constitution is an operative part of it. Other documents 27.3 A document does not become part of this constitution by reason only of that document referring to this constitution or vice versa, or any electronic link between them. Constitution legally binding[61] 27.4 This constitution binds the Manager and each present and future Member and any person claiming through any of them in accordance with its terms (as amended from time to time) as if each of them had been a party to this constitution.

60 See clause 18.3 61 Refer Section 601GB

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Severance

	27.5	If all or part of any provision of this constitution is void or
		invalid or would otherwise result in all or part of this constitution
		being void or invalid for any reason, then such part is to be
		severed from this constitution without affecting the validity of
		any other provision of this constitution.
Governing law
	27.6	This constitution is governed by the law of New South Wales.
Other	obligations excluded
	27.7	Except as required by the Corporations Law all restrictions on
		the exercise of the Manager’s powers or obligations of the
		Manager which might otherwise be implied or imposed by law
		or equity are expressly excluded to the extent permitted by law,
		including without limitation any such restriction or obligation of
		the Manager in its capacity as trustee of the Trust arising under
		any statute.
Bidders to act jointly
	27.8
	(a)	Where clause 28 of the Constitution confers any right or
		permission on the Bidders (rather than on an individual Bidder)
		the Bidders must exercise that right or permission jointly.
	(b)	Despite any other provision of this Constitution, any obligation
		imposed on or liability of the Bidders (rather than on an
		individual Bidder) under this Constitution is an obligation or
		liability, as the case may be, of the Bidders severally in their
		Specified Acquisition Proportions, except where the relevant
		obligation or liability, as the case may be, is expressly stated to
		be of the Bidders in their Specified Holding Proportions.
~~27.8~~
28	Scheme

28 Scheme	28 Scheme	28 Scheme
9732389_3 Implementation of Scheme 28.1 (a) (b) (c)			Mallesons Stephen Jaques Each Scheme Unitholder and the Responsible Entity must do all things and execute all deeds, instruments, transfers or other documents as the Responsible Entity considers are necessary or desirable to give full effect to the terms of the Scheme and the transactions contemplated by it. Without limiting the Responsible Entity's other powers under this clause 28, the Responsible Entity has power to do all things that it considers necessary or desirable to give effect to the Scheme and the Scheme Implementation Agreement. Subject to the Corporations Act, the Responsible Entity, the Bidders, the Escrow Agent or any of their respective directors,
9732389_3
		(b)
		(c)

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Scheme	(d) 28.2 (a)	(d)	officers, employees or associates may do any act, matter or thing described in or contemplated by this clause 28 even if they have an interest (financial or otherwise) in the outcome. This clause 28: (i) binds the Responsible Entity and all of the Members from time to time (including those who do not attend the Scheme Meeting, those who do not vote at the Scheme Meeting and those who vote against the Scheme Resolutions); and (ii) to the extent of any inconsistency, overrides the other provisions of this Constitution (excluding clauses 2 and 22.4). Subject to each Bidder having complied with its payment obligations under clause 4.1(b)(ii) of the Scheme Implementation Agreement, the following steps will occur in the following order: (i) on the Implementation Date, the Responsible Entity will pay to the Members as at the Record Date a special distribution of: (A) $0.5900 per Unit to be funded, subject to the Scheme Implementation Agreement, to the maximum extent from available cash at that time, and the balance by drawing down on the New CQO Debt Facility on the Business Day prior to the Implementation Date; and (B) an amount per Unit of USD34 million, after conversion into Australian dollars at the prevailing exchange rate on the third Business Day prior to the Record Date, divided by the number of Units on issue as at the Record Date, with the aggregate amount payable to a Member under this clause 28.2(a)(i) to be rounded down to the nearest one cent; (ii) on the Implementation Date, all of the Scheme Units will be transferred in the following proportions: (A) 209,660,885 Scheme Units will be transferred to Reco (or its Nominee); (B) 209,660,885 Scheme Units will be transferred to PSP (or its Nominee); and	officers, employees or associates may do any act, matter or thing described in or contemplated by this clause 28 even if they have an interest (financial or otherwise) in the outcome. This clause 28: (i) binds the Responsible Entity and all of the Members from time to time (including those who do not attend the Scheme Meeting, those who do not vote at the Scheme Meeting and those who vote against the Scheme Resolutions); and (ii) to the extent of any inconsistency, overrides the other provisions of this Constitution (excluding clauses 2 and 22.4). Subject to each Bidder having complied with its payment obligations under clause 4.1(b)(ii) of the Scheme Implementation Agreement, the following steps will occur in the following order: (i) on the Implementation Date, the Responsible Entity will pay to the Members as at the Record Date a special distribution of: (A) $0.5900 per Unit to be funded, subject to the Scheme Implementation Agreement, to the maximum extent from available cash at that time, and the balance by drawing down on the New CQO Debt Facility on the Business Day prior to the Implementation Date; and (B) an amount per Unit of USD34 million, after conversion into Australian dollars at the prevailing exchange rate on the third Business Day prior to the Record Date, divided by the number of Units on issue as at the Record Date, with the aggregate amount payable to a Member under this clause 28.2(a)(i) to be rounded down to the nearest one cent; (ii) on the Implementation Date, all of the Scheme Units will be transferred in the following proportions: (A) 209,660,885 Scheme Units will be transferred to Reco (or its Nominee); (B) 209,660,885 Scheme Units will be transferred to PSP (or its Nominee); and
			(i)
			(ii)
			Subject
			(i)
			(ii)

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		53
		(C) 24,625,754 Scheme Units will be
		transferred to CHPT (or its Nominee),
		with each of the transfers to be sourced in the order set
		out above from the Units as they appear on the
		Register; and
	(iii)	on the Implementation Date, the Responsible Entity
		will pay, out of the funds held on trust for Scheme
		Unitholders under clause 4.1(b)(iv) of the Scheme
		Implementation Agreement, to each Scheme
		Unitholder an amount per Scheme Unit equal to $2.49
		less the amount per Unit of the special distribution
		referred to in clause 28.2(a)(i) (Scheme Cash
		Consideration), with the aggregate amount payable to
		a Scheme Unitholder under this clause 28.2(a)(iii) to
		be rounded down to the nearest one cent; and
	(iv)	the Escrow Agent will pay, out of funds held in the
		Escrow Account established pursuant to clause 4.2(b)
		of the Scheme Implementation Agreement, the
		Scheme Contingent Consideration on such dates and in
		such manner as set out in clause 4.1(e) of the Scheme
		Implementation Agreement.
(b)	Any obligation imposed on the Responsible Entity or the
	Escrow Agent under clause 28.2(a) to pay an amount to a
	Member will be satisfied by the Responsible Entity or the
	Escrow Agent (as applicable):
	(i)	sending (or procuring the Registrar or other entity to
		send) the amount by cheque in Australian currency to
		the registered address of the Member, as shown on the
		Register as at the Record Date; or
	(ii)	if applicable, taking all steps required of it to deposit
		(or procuring the Registrar or other entity to take all
		steps required of it to deposit) the amount:
		(A) in Australian currency and in cleared
		funds into the account nominated by the
		Member prior to the Second Judicial Advice
		Date as that into which distributions should be
		made, provided that account is with an
		Australian ADI; or
		(B) in New Zealand currency and in cleared
		funds into a New Zealand bank account
		recorded with the Registrar as at the Record
		Date as that into which distributions should be
		made.
(c)	If:

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			(i) the Responsible Entity or the Escrow Agent believes
			that a Member is not known at the Member's
			Registered Address;
			(ii) no account has been notified in accordance with
			clause 28.2(b)(ii); or
			(iii) a deposit into such an account is rejected or refunded,
			the Responsible Entity or the Escrow Agent (as applicable)
			may credit the amount payable to the relevant Member to a
			separate bank account of the Responsible Entity or the Escrow
			Agent (as applicable) to be held until the Member claims the
			amount or the amount is dealt with in accordance with any
			applicable unclaimed money legislation. The Responsible
			Entity or the Escrow Agent (as applicable) must hold the
			amount on trust. An amount credited to the account is to be
			treated as having been paid to the Member when credited to
			the account. The Responsible Entity or the Escrow Agent (as
			applicable) must maintain records of the amounts paid, the
			people who are entitled to the amounts and any transfers of the
			amounts.
Dealings in Units
	28.3
		(a)	For the purpose of establishing the persons who are Scheme
			Unitholders and the number of Units held by them, dealings in
			Units will be recognised by the Responsible Entity if:
			(i) in the case of dealings of the type to be effected using
			CHESS, the transferee is registered in the Register as
			the holder of the relevant Units by the Record Date;
			and
			(ii) in all other cases, registrable transfers or transmission
			applications in respect of those dealings are received
			by the Registrar by the Business Day prior to the
			Record Date in which case the Responsible Entity
			must register such transfers or transmission
			applications before the Record Date,
			but not otherwise.
		(b)	The Responsible Entity will, until the Scheme Cash
			Consideration has been provided and the name and address of
			the Bidders or their Nominees have been entered in the
			Register as the holders of all of the Scheme Units, maintain, or
			procure the maintenance of, the Register in accordance with
			this clause 28.3. The Registrar, immediately after registration
			of registrable transfers or transmission applications of the kind
			referred to in paragraph (a) will solely determine the persons
			who are Scheme Unitholders and the number of Scheme Units
			held by them.

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	(c)			No Scheme Unitholder (or any person purporting to claim
				through them) may deal with Scheme Units in any way after
				the Record Date, and any attempt to do so will have no effect.
	(d)			From the Record Date, all certificates and holding statements
				(as applicable) for Scheme Units as at the Record Date will
				cease to have any effect as evidence of title, and each entry on
				the Register as at the Record Date will cease to have any effect
				other than as evidence of the entitlements of Members to the
				Scheme Consideration.
	~~(a)~~ ~~(~~e)			Each Scheme Unitholder, and any person claiming through that Scheme Unitholder, must not dispose of or purport or agree to
				dispose of any Scheme Units or any interest in them, after the
				Record Date.
Covenants by Scheme Unitholders
28.4	Each Scheme Unitholder:
	(a)			acknowledges that this clause 28 binds all of the Members
				from time to time (including those who do not attend the
				Scheme Meeting, do not vote at the Scheme Meeting or vote
				against the Scheme Resolutions) without the need for any
				further act by that Scheme Unitholder;
	(b)			irrevocably agrees to the transfer of their Scheme Units,
				together with all rights, entitlements and obligations attaching
				to those Scheme Units, to the Bidders or their Nominees in
				accordance with the terms of the Scheme;
	(c)			agrees to the modification or variation (if any) of the rights
				attaching to their Scheme Units arising from this clause 28;
	(d)			irrevocably consents to the Responsible Entity, the Bidders and
				the Escrow Agent doing all things and executing all deeds,
				instruments, transfers or other documents (including the
				Scheme Transfers) as may be necessary or desirable to give
				full effect to the terms of the Scheme and the transactions
				contemplated by it; and
	~~(b)~~ ~~(~~e)			agrees to provide to the Responsible Entity and the Escrow Agent such information as the Responsible Entity or the
				Escrow Agent (as applicable) may reasonably require to
				comply with any law in respect of the Scheme and the
				transactions contemplated in this clause 28, including
				information required to meet obligations under the_Anti-Money_
				Laundering and Counter Terrorism Financing Act 2006(Cth).
Escrow Agent
28.5
	(a)			Each Member agrees that, subject to the proviso below:
				(i) despite any other provision of this Constitution or any
				other document, the Escrow Agent shall have no

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(ii)	liability in respect of any amount due by it to any Member except to the extent of the amounts available in the Escrow Account (as applicable) on the relevant payment date under clause 4.1(e) of the Scheme Implementation Agreement; and each Member unconditionally and irrevocably waives all Claims it may otherwise have against the Escrow Agent but for the operation of sub-paragraph (a)(i), and must not do or seek to do, and waives any rights it may have to do, any of the following things to the extent that doing any of these things would be inconsistent with the limitation of liability in sub- paragraph (a)(i): (A) obtain a judgment for the payment of money or damages by the Escrow Agent; (B) issue any demand under section 459E(1) of the Corporations Act (or any analogous provision under any other law) against the Escrow Agent; (C) apply for the winding up of the Escrow Agent; (D) levy or enforce any distress or other execution to, on, or against any assets of the Escrow Agent; (E) apply for the appointment by a court of a receiver to any of the assets of the Escrow Agent; (F) exercise or seek to exercise any set-off or counterclaim against the Escrow Agent; or (G) commence proceedings in relation any of the above, where the proviso is that the Escrow Agent’s liability in respect of the Scheme Contingent Consideration will not be limited in the manner contemplated in this clause 28.5(a) if, following implementation of the Scheme, the Escrow Agent uses (or agrees to use) any of the funds in the Escrow Account for any purpose other than the making of a payment referred to in clauses 4.1(e), 4.2, 4.3 or 4.8 of the Scheme Implementation Agreement, and this use of the funds has been Finally Determined. Each Member agrees that the waiver provided in this clause 28.5(a) may be pleaded as an absolute bar to any Claim commenced now or taken at any time by or on behalf of any Member against the Escrow Agent.

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(b) Each Member agrees that the Escrow Agent is not responsible to the Members for, nor will it be liable in respect of: (i) any failure by another party to perform its obligations under the Scheme Implementation Agreement or the Bidder Deed Poll; or (ii) any action taken or omitted to be taken by the Escrow Agent, except any fraud or wilful misconduct of any of its officers or employees, where such conduct has been Finally Determined to have occurred. (c) Each Member acknowledges that the limitation provisions in this clause 28.5 must be enforced by the Responsible Entity upon written request received from the Escrow Agent. CQO Contingent Consideration Committee 28.6 (a) Each Member agrees and acknowledges that a CQO Committee Member is not responsible to the Members for, nor will a CQO Committee Member be liable in respect of: (i) any failure by another party to perform its obligations under the Scheme Implementation Agreement or the Bidder Deed Poll; or (ii) any action taken or omitted to be taken by the CQO Committee Member, except any fraud or wilful misconduct of the CQO Committee Member, where such conduct has been Finally Determined to have occurred. (b) To the maximum extent permitted by law, each Member unconditionally and irrevocably waives all Claims they may have against the CQO Committee Members, and must not or seek to, and waives any rights they may have to, make any Claim against one or more CQO Committee Member. Each Member agrees that the release and waiver provided in this clause 28.6(b) may be pleaded as an absolute bar to any Claim commenced now or taken at any time by or on behalf of any Member against any one or more of the CQO Committee Members. (c) Each Member acknowledges that the limitation provisions in this clause 28.6 must be enforced by the Responsible Entity upon written request received from the Escrow Agent. Appointment of the Responsible Entity as attorney and as agent for implementation of Scheme 28.7 Each Scheme Unitholder, without the need for any further act by that Scheme Unitholder, irrevocably appoints the Responsible Entity as that Scheme Unitholder's attorney and as that Scheme Unitholder's agent for the purpose of:	(b) Each Member agrees that the Escrow Agent is not responsible to the Members for, nor will it be liable in respect of: (i) any failure by another party to perform its obligations under the Scheme Implementation Agreement or the Bidder Deed Poll; or (ii) any action taken or omitted to be taken by the Escrow Agent, except any fraud or wilful misconduct of any of its officers or employees, where such conduct has been Finally Determined to have occurred. (c) Each Member acknowledges that the limitation provisions in this clause 28.5 must be enforced by the Responsible Entity upon written request received from the Escrow Agent. CQO Contingent Consideration Committee 28.6 (a) Each Member agrees and acknowledges that a CQO Committee Member is not responsible to the Members for, nor will a CQO Committee Member be liable in respect of: (i) any failure by another party to perform its obligations under the Scheme Implementation Agreement or the Bidder Deed Poll; or (ii) any action taken or omitted to be taken by the CQO Committee Member, except any fraud or wilful misconduct of the CQO Committee Member, where such conduct has been Finally Determined to have occurred. (b) To the maximum extent permitted by law, each Member unconditionally and irrevocably waives all Claims they may have against the CQO Committee Members, and must not or seek to, and waives any rights they may have to, make any Claim against one or more CQO Committee Member. Each Member agrees that the release and waiver provided in this clause 28.6(b) may be pleaded as an absolute bar to any Claim commenced now or taken at any time by or on behalf of any Member against any one or more of the CQO Committee Members. (c) Each Member acknowledges that the limitation provisions in this clause 28.6 must be enforced by the Responsible Entity upon written request received from the Escrow Agent. Appointment of the Responsible Entity as attorney and as agent for implementation of Scheme 28.7 Each Scheme Unitholder, without the need for any further act by that Scheme Unitholder, irrevocably appoints the Responsible Entity as that Scheme Unitholder's attorney and as that Scheme Unitholder's agent for the purpose of:	(b) Each Member agrees that the Escrow Agent is not responsible to the Members for, nor will it be liable in respect of: (i) any failure by another party to perform its obligations under the Scheme Implementation Agreement or the Bidder Deed Poll; or (ii) any action taken or omitted to be taken by the Escrow Agent, except any fraud or wilful misconduct of any of its officers or employees, where such conduct has been Finally Determined to have occurred. (c) Each Member acknowledges that the limitation provisions in this clause 28.5 must be enforced by the Responsible Entity upon written request received from the Escrow Agent. CQO Contingent Consideration Committee 28.6 (a) Each Member agrees and acknowledges that a CQO Committee Member is not responsible to the Members for, nor will a CQO Committee Member be liable in respect of: (i) any failure by another party to perform its obligations under the Scheme Implementation Agreement or the Bidder Deed Poll; or (ii) any action taken or omitted to be taken by the CQO Committee Member, except any fraud or wilful misconduct of the CQO Committee Member, where such conduct has been Finally Determined to have occurred. (b) To the maximum extent permitted by law, each Member unconditionally and irrevocably waives all Claims they may have against the CQO Committee Members, and must not or seek to, and waives any rights they may have to, make any Claim against one or more CQO Committee Member. Each Member agrees that the release and waiver provided in this clause 28.6(b) may be pleaded as an absolute bar to any Claim commenced now or taken at any time by or on behalf of any Member against any one or more of the CQO Committee Members. (c) Each Member acknowledges that the limitation provisions in this clause 28.6 must be enforced by the Responsible Entity upon written request received from the Escrow Agent. Appointment of the Responsible Entity as attorney and as agent for implementation of Scheme 28.7 Each Scheme Unitholder, without the need for any further act by that Scheme Unitholder, irrevocably appoints the Responsible Entity as that Scheme Unitholder's attorney and as that Scheme Unitholder's agent for the purpose of:
Appointment of the	28.6	(a)
		(b)
	28.7
		Scheme Unitholder's attorney and as that Scheme Unitholder's agent for the purpose of:

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(a) doing all things and executing all deeds, instruments, transfers
or other documents (including the Scheme Transfers) as may
be necessary or desirable to give full effect to the terms of the
Scheme and the transactions contemplated by it, including
effecting a valid transfer or transfers of the Scheme Units to the
Bidders or their Nominees under clause 28.2;
(b) enforcing the Bidder Deed Poll against the Bidders and the
Escrow Agent Deed Poll against the Escrow Agent,
~~27.9~~ and the Responsible Entity accepts such appointment. The Responsible Entity, as attorney and as agent of each Scheme
Unitholder, may sub-delegate its functions, authorities or powers under
this clause 28.7 to all or any of its directors and officers (jointly,
severally, or jointly and severally). Each Scheme Unitholder
indemnifies the Responsible Entity and each of its directors and
officers against all losses, liabilities, charges, costs and expenses
arising from the exercise of powers under this clause.

Status of Scheme Units

28.8

(a)	To the maximum extent permitted by law, the Scheme Units transferred to the Bidders or their Nominees under this clause 28 will be transferred free from all mortgages, charges, liens, encumbrances and interests of third parties of any kind, whether legal or otherwise. Each Scheme Unitholder is deemed to have warranted to the Responsible Entity in its own right and on behalf of the Bidder,
(b)
	that all their Scheme Units (including any rights, entitlements and obligations attaching to those Scheme Units) which are transferred to the Bidders under this clause 28 will, at the time of the transfer of them to the Bidders, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind not referred to in this Constitution, and that they have full power and capacity to sell and to transfer their Scheme Units to the Bidders pursuant to the Scheme.

~~(d)~~ ~~(~~c) The Bidders will be beneficially entitled to the Scheme Units transferred to each of them under this clause 28 pending registration by the Responsible Entity of the name and Registered Address of the Bidders in the Register as the holder of the relevant Scheme Units. Suspension and termination of quotation Units 28.9 (a) The Responsible Entity must apply to ASX for suspension of trading of the Units on ASX with effect from the close of business on the Effective Date. (b) The Responsible Entity must apply to ASX for termination of official quotation of the Units on ASX and the removal of the	~~(d)~~ ~~(~~c) The Bidders will be beneficially entitled to the Scheme Units transferred to each of them under this clause 28 pending registration by the Responsible Entity of the name and Registered Address of the Bidders in the Register as the holder of the relevant Scheme Units. Suspension and termination of quotation Units 28.9 (a) The Responsible Entity must apply to ASX for suspension of trading of the Units on ASX with effect from the close of business on the Effective Date. (b) The Responsible Entity must apply to ASX for termination of official quotation of the Units on ASX and the removal of the	~~(d)~~ ~~(~~c) The Bidders will be beneficially entitled to the Scheme Units transferred to each of them under this clause 28 pending registration by the Responsible Entity of the name and Registered Address of the Bidders in the Register as the holder of the relevant Scheme Units. Suspension and termination of quotation Units 28.9 (a) The Responsible Entity must apply to ASX for suspension of trading of the Units on ASX with effect from the close of business on the Effective Date. (b) The Responsible Entity must apply to ASX for termination of official quotation of the Units on ASX and the removal of the
	28.9	(a)
		(b)

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Fund from the official list of the ASX with effect from the Business Day immediately following the Implementation Date, or from such later date as may be determined by the Bidders. Notices 28.10 Where a notice, transfer, transmission application, direction or other communication referred to in the Scheme is sent by post to the Responsible Entity, it will not be deemed to be received in the ordinary course of post or on a date other than the date (if any) on which it is actually received at the Responsible Entity's registered office or by the Registrar, as the case may be. Stamp Duty 28.11 Each Bidder will pay any stamp duty that is payable on the transfer to that Bidder or its Nominee of Scheme Units pursuant to the Scheme. Limitation of Liability 28.12 Without limiting clauses 16.3 or 17, subject to the Corporations Act, the Responsible Entity will not have any liability of any nature whatsoever to Members, beyond the extent to which the Responsible Entity is actually indemnified out of the Assets, arising, directly or indirectly, from the Responsible Entity doing or refraining from doing any act (including the execution of a document), matter or thing pursuant to or in connection with the implementation of the Scheme. Responsible Entity’s expenses 28.13 Without limiting clause 19.6, all expenses incurred by the Responsible Entity in relation to the Scheme and the Scheme Implementation Agreement are payable or reimbursable out of the Assets to the extent that such reimbursement is not prohibited by the Corporations Act.	Fund from the official list of the ASX with effect from the Business Day immediately following the Implementation Date, or from such later date as may be determined by the Bidders. Notices 28.10 Where a notice, transfer, transmission application, direction or other communication referred to in the Scheme is sent by post to the Responsible Entity, it will not be deemed to be received in the ordinary course of post or on a date other than the date (if any) on which it is actually received at the Responsible Entity's registered office or by the Registrar, as the case may be. Stamp Duty 28.11 Each Bidder will pay any stamp duty that is payable on the transfer to that Bidder or its Nominee of Scheme Units pursuant to the Scheme. Limitation of Liability 28.12 Without limiting clauses 16.3 or 17, subject to the Corporations Act, the Responsible Entity will not have any liability of any nature whatsoever to Members, beyond the extent to which the Responsible Entity is actually indemnified out of the Assets, arising, directly or indirectly, from the Responsible Entity doing or refraining from doing any act (including the execution of a document), matter or thing pursuant to or in connection with the implementation of the Scheme. Responsible Entity’s expenses 28.13 Without limiting clause 19.6, all expenses incurred by the Responsible Entity in relation to the Scheme and the Scheme Implementation Agreement are payable or reimbursable out of the Assets to the extent that such reimbursement is not prohibited by the Corporations Act.
	28.13

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Schedule 1 – RePS Terms of Issue

Terms of RePS

Defined terms used in this Section are set out in clause 9 below.

References to clauses and paragraphs in the text below are clauses and paragraphs of these terms of issue.

1 Face Value

The face value of each Reset Preference Unit (RePS) will be $100 (Face Value), even if RePS are issued at a price which differs from this amount.

2 Distributions

2.1 Distributions

Subject to these terms, the Holder on the relevant Distribution Entitlement Date of each RePS is entitled to receive on each relevant Distribution Payment Date a distribution ( Distribution ) calculated in accordance with the following formula:

Distribution Rate x $[Face Value] Distribution =  N 365

where:

N is the number of days from (and including) the date of allotment of the first RePS or from (but not including) the preceding Distribution Entitlement Date (whichever is the later) until (and including) the relevant Distribution Entitlement Date; and

Distribution Rate is:

• (a) for the period to 31 December 2006, the higher of

• 1. 25% per annum; and

• the distribution rate per annum set under the Institutional Bookbuild; and

• (b) for the period after 31 December 2006 until and including the next Reset Date, a rate expressed as a percentage per annum of the Face Value as specified in accordance with clause 4.

2.2 Payment of Distribution

The payment of a Distribution is subject to there being Distributable Amounts in MPST available for the payment of Distributions. If there are insufficient Distributable Amounts in MPST, the shortfall is to be made up under the Guarantee to the extent of an amount no greater than the amount of CQO Income. If the amount of the shortfall exceeds an amount equal to CQO Income, any remaining shortfall may be met on subsequent Distribution Payment Dates, subject to the terms of clause 5.5.

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2.3 Non-Cumulative Distributions

Subject to clause 5.5, if and to the extent that all or any part of a Distribution is not paid because of the provisions of clause 2.2, the Manager and MPST have no liability to pay such Distribution and the Holder has no claim in respect of such nonpayment, except pursuant to the Guarantee.

2.4 Calculation of Distributions

All calculations of Distributions will be to four decimal places. For the purposes of making any Distribution payment in respect of a Holder’s aggregate RePS, any fraction of a cent will be disregarded.

2.5

Distribution Entitlement and Payment Dates

• (a) Subject to clause 2.2, Distributions will be payable to those persons registered as Holders at the date on which the books of MPST close for Holders (Distribution Entitlement Date) in respect of each relevant Distribution, which shall be each 31 March, 30 June, 30 September and 31 December until the RePS are converted or redeemed or in the case of a change in the terms of the RePS pursuant to clause 4, in accordance with such change. The first Distribution Entitlement Date shall be 31 March 2002

• (b) Subject to this clause 2, Distributions will be payable on the last Business Day of the month following the relevant Distribution Entitlement Date.

• (c) For the avoidance of doubt, where a Reset Date falls on a Distribution Entitlement Date, Holders will be entitled to receive the relevant Distribution notwithstanding the fact that the date for payment of the Distribution will fall after the Reset Date.

• (d) In the event of termination of MPST, the date of termination will be a Distribution Entitlement Date.

2.6 Payments

The Manager will not deduct from any Distribution payable to a Holder the amount of any withholding or other tax, duty or levy except where such amounts are required by law to be deducted. If any such deduction has been made and the amount of the deduction accounted for by the Manager on behalf of MPST to the appropriate revenue authority and the balance of the amount payable has been paid to the Holder, then the full amount payable to such Holder shall be deemed to have been duly paid and satisfied by the Manager on behalf of MPST. The Manager on behalf of MPST shall pay the full amount required to be deducted to the relevant revenue authority within the time allowed for such payment without incurring penalty under the applicable law and shall, if required by any Holder, deliver to that Holder the relevant receipt issued by the revenue authority without delay after it is received by the Manager.

3 Conversion

• 3.1 Holder Conversion

• (a) Holders of RePS may request the Manager to convert their RePS by giving a notice to the Manager (Holder Conversion Notice):

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• (1) at least 35 Business Days (but no more than three months) before the Reset Date, in respect of all or some of their RePS. If a Holder Conversion Notice is issued under this clause 3.1(a)(1), the date of conversion (Conversion Date) is the Reset Date immediately following the giving of the notice;

• (2) at any time after the second anniversary of the date of issue of the RePS, in respect of all or some of their RePS. If a Holder Conversion Notice is issued under this clause 3.1(a)(2):

• (A) the Conversion Date is the thirty-fifth Business Day following the giving of the Holder Conversion Notice; and

• (B) for the purposes of clause 3.7, the Conversion Ratio (if applicable) will equal the Minimum Conversion Number; or

• (3) pursuant to clause 3.2.

To be valid, the Holder Conversion Notice must indicate under which paragraph the Holder is giving notice.

• (b) Once a Holder has given a Holder Conversion Notice under this clause 3.1, the Holder must not deal with, transfer, dispose of or otherwise encumber the RePS the subject of the Holder Conversion Notice.

• (c) On receipt of a valid Holder Conversion Notice under clause 3.1(a)(1), (2) or (3) from a Holder, the Manager must, at its option, do one of the following in relation to the RePS which are the subject of the Holder Conversion Notice, on or before the Conversion Date:

• (1) convert the RePS into CQO Units in accordance with clause 3.7;

• (2) purchase the RePS for an amount (Manager Purchase Price) equal to higher of:

• (A) FaceValue ; and (100%  CD )

• (B) Minimum Conversion Number x Conversion

VWAP x 101%.

where:

Face Value is as defined in clause 1;

CD means the Conversion Discount of 5% (Conversion Discount);

Conversion VWAP is as defined in clause 9; and

Minimum Conversion Number is as defined in clause 3.7(b); or

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• (3) procure the acquisition of RePS by a third party, including the Manager as the responsible entity for CQO, at the Manager Purchase Price and deliver the proceeds to the Holder on the relevant Conversion Date.

• (d) The Manager may, at its discretion, redeem RePS purchased pursuant to clause 3.1(c)(2), in accordance with clause 3.6.

• (e) No later than 25 Business Days prior to the relevant Conversion Date, the Manager must notify Holders who have submitted a Holder Conversion Notice of which of the alternatives referred to in clause 3.1(c) it has chosen.

• (f) Where the Manager is in receipt of more than one Holder Conversion Notice at any one time, the Manager may adopt more than one of the alternatives referred to in clause 3.1(c).

• (g) If the Manager does not notify the Holders in accordance with this clause 3.1, then clause 3.1(c)(1) will apply.

• (h) The minimum number of RePS that a Holder may convert pursuant to clause 3.1(a)(1) or clause 3.1(a)(2) is 50, or, if the Holder holds less than 50 RePS, all of the Holder’s RePS.

3.2 Holder Trigger Event Conversion

• (a) If a Trigger Event occurs, a Holder may require the Manager to convert all (but not some only) of its RePS by giving notice to the Manager (Holder Trigger Event Conversion Notice) at any time after the Trigger Event occurs but no later than 30 Business Days after the publication of the notice referred to in clause 3.2(c). In that event, the Conversion Date will be the thirty-fifth Business Day following the receipt of the Holder Trigger Event Conversion Notice by the Manager.

• (b) A Trigger Event means the occurrence of any of the following events:

• (1) a resolution is passed at a meeting of members of MPST removing or replacing the Manager without the recommendation of the Manager;

• (2) MPST or CQO terminates;

• (3) a Date of Delisting occurs;

• (4) either the RePS or the CQO Units are the subject of a takeover bid which becomes unconditional and pursuant to which the bidder is or becomes entitled to more than 50% of the RePS or CQO Units;

• (5) the members of MPST approve a formal or informal scheme of arrangement pursuant to which either MPST or CQO is to merge with any other managed investment scheme or entity or pursuant to which there is a material change in the ownership or control of MPST or CQO;

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• (6) the Holders do not receive (after including any amounts paid pursuant to clause 5.5 and the Guarantee), the full amount of the Distribution calculated in accordance with clause 2.1 for any period, and the unpaid amount of the Distribution remains unpaid for 12 months or more;

• (7) CQO Units or the RePS are suspended from trading on ASX for a period of 10 consecutive Business Days;

• (8) there is a breach of the borrowing covenant in the Guarantee; or

• (9) MPST ceases to have an indirect interest in the property at 2 Park Street, Sydney known as Citigroup Centre.

• (c) The Manager must notify Holders of the occurrence of a Trigger Event by publishing a notice in The Australian or a daily financial newspaper in Australia which specifies the particular Trigger Event as soon as practicable after becoming aware of the applicable event.

• (d) Where a Holder issues a valid Holder Trigger Event Conversion Notice under this clause 3.2, the Manager must, at its option, do one of the following in relation to the RePS which are the subject of the Holder Trigger Event Conversion Notice, on or before the Conversion Date:

• (1) convert the RePS into CQO Units in accordance with clause 3.7;

• (2) purchase the RePS for the Manager Purchase Price; or

• (3) procure the acquisition of RePS by a third party including the Manager as the responsible entity of CQO at the Manager Purchase Price and deliver the proceeds to the Holder on the relevant Conversion Date.

• (e) The Manager may, at its discretion, redeem RePS purchased pursuant to clause 3.2(d)(2), in accordance with clause 3.6.

• (f) Where the Manager is in receipt of more than one Holder Trigger Event Conversion Notice at any one time, the Manager may adopt more than one of the alternatives referred to in clause 3.2(d).

• (g) No later than 25 Business Days prior to the Conversion Date, the Manager must notify Holders of RePS who have submitted a Holder Trigger Event Conversion Notice of which of the alternatives referred to in clause 3.2(d) it has chosen.

• (h) If the Manager does not notify the Holders in accordance with this clause 3.2, then clause 3.2(d)(1) will apply.

3.3 Conversion by Manager

• (a) The Manager may convert the RePS by giving notice to Holders (Manager Conversion Notice):

• (1) in respect of all or some of the RePS at least 35 Business Days (but no more than 12 months) before the Reset Date;

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• (2) in respect of all (but not some only) of the RePS, if the Manager resolves on reasonable grounds (having obtained an opinion from reputable legal counsel or tax adviser) that a change in any taxation law, interpretation or ruling issued by any relevant governmental body has occurred (or is announced) and that change will materially adversely affect MPST or CQO; or

• (3) in respect of all (but not some only) of the RePS:

  • (A) after the Manager has published a notice under clause 3.2(c) following a takeover offer or scheme of arrangement described in clause 3.2(b)(4) or (5), or after MPST has ceased to have an indirect interest in the property at 2 Park Street, Sydney known as Citigroup Centre;

  • (B) if the total Face Value of RePS remaining on issue is less than $15 million; or

  • (C) if a meeting of the members of MPST is called by any members of MPST or upon the requisition of members of MPST to replace the Manager, to terminate MPST or amend the constitution of MPST.

• (b) The Conversion Date will be:

• (1) in the case of paragraph 3.3(a)(1), the earlier of:

  • (A) the Reset Date immediately following the date the Manager Conversion Notice was served; and

  • (B) the thirty-fifth Business Day after the publication of the Manager Conversion Notice.

• (2) in the case of clause 3.3(a)(2), 3.3(a)(3)(A) and 3.3(a)(3)(B), the thirty-fifth Business Day following publication of the Manager Conversion Notice; and

• (3) in the case of clause 3.3(a)(3)(C), a date nominated by the Manager, which shall be at least 10 Business Days following publication of the Manager Conversion Notice.

• (c) The Manager cannot elect to convert only some RePS if, as at the date of the Manager Conversion Notice, that conversion would result in there being RePS on issue with an aggregate Face Value of less than $15 million. In a partial conversion, the Manager must treat Holders on a proportionate basis, subject to rounding and not leaving Holders with non-marketable parcels of RePS.

• (d) Where under clause 3.3(b)(1) the Conversion Date is earlier than the Reset Date, the Reset Date will be brought forward to the Conversion Date as determined in accordance with clause 3.3(b)(1), and the Manager will issue a Reset Notice in accordance with clause 4.2 in

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respect of any RePS which are not the subject of a Manager Conversion Notice.

• e) Where the Manager issues a Manager Conversion Notice under this clause 3.3, the Manager must, at its option, do one of the following in relation to the RePS which are the subject of the Manager Conversion Notice, and must notify in the Manager Conversion Notice which of the alternatives referred to in this clause 3.3(e) it has chosen;

• (1) convert the RePS into CQO Units in accordance with clause 3.7;

• (2) purchase the RePS for the Manager Purchase Price; or

• (3) procure the acquisition of RePS by a third party including the Manager as the responsible entity of CQO, at the Manager Purchase Price and deliver the proceeds to the Holder on the relevant Conversion Date.

• f) The Manager may, at its discretion, redeem RePS purchased pursuant to clause 3.3(e)(2), in accordance with clause 3.6.

• g) The minimum number of RePS that the Manager may convert pursuant to clause 3.3(a)(1) is 50 or, if the Holder holds less than 50 RePS, all of the Holder’s RePS.

3.3A Transfer to a third party

The Manager may do anything which it reasonably considers necessary to effect a transfer of RePS to a third party in accordance with clause 3.3(e)(3), including, without limitation:

• (a) effecting a crossing; or

• (b) acting as agent of a Holder to execute a transfer, and each Holder irrevocably and unconditionally appoints the Manager as its agent for this purpose.

3.4 Notices

• (a) A notice given by the Manager or a Holder under clauses 3.1 to 3.3 is irrevocable.

• (b) A notice given by a Holder under clauses 3.1 and 3.2(a) must be accompanied by evidence of title acceptable to the Manager for the RePS being converted.

• (c) A form of notice which may be used by Holders under clauses 3.1 and 3.2(a) will be made available by the Manager upon request.

3.5 Meaning of Conversion

Each RePS confers the right to request the Manager to arrange the conversion of the RePS into CQO Units in accordance with clause 3.7. Where a conversion into CQO Units is to occur, the Manager must cause the RePS to be redeemed at the Redemption Price in accordance with clause 3.6 and apply the redemption proceeds as agent on behalf of the Holder in subscribing for

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that number of CQO Units determined in accordance with clause 3.7. The Manager must cause that number of CQO Units to be issued to the Holder.

3.6 Redemption

A RePS which is redeemed will be redeemed at the Face Value (Redemption Price). A Holder, other than the Manager, has no right to redeem except where Conversion occurs.

3.7 Conversion and additional CQO Units

• (a) Except where conversion occurs pursuant to clause 3.1(a)(2), upon conversion, each RePS will entitle the Holder to be allotted a number of CQO Units equal to the Conversion Ratio, where, subject to clause (d) below, the Conversion Ratio is an amount calculated in accordance with the following formula (Conversion Ratio) :

Face Value ConversionVWAP x  1 00%  CD ]

Where:

Face Value is as defined in clause 1;

CD is the Conversion Discount;

Conversion VWAP is as defined in clause 9.

• (b) The Conversion Ratio shall not be less than the Minimum Conversion Number, where:

Minimum Conversion Number means :

• 1) as at the date the RePS are issued, the number set under the Institutional Bookbuild which shall be no less than 70 and no more than 75; and

• 2) thereafter, the number determined in accordance with clauses 3.10 to 3.13 as those clauses apply from time to time, so long as successive applications of these clauses, if any, will be based upon the Minimum Conversion Number applying immediately prior to the application of the relevant clause (referred to in clauses 3.10 and 3.11 as CNo);

• (c) Where conversion occurs pursuant to clause 3.1(a)(2), each RePS will entitle the Holder to be allotted a number of CQO Units equal to the Minimum Conversion Number.

• (d) Where the total number of CQO Units to be allotted on conversion to a RePS Holder includes a fraction, that fraction will be disregarded.

3.8 Distribution Following Trigger Event Conversion

If conversion of a RePS is carried out by the Manager in accordance with clause 3.2 or 3.3(a)(1),(2) or (3), the Holder will be entitled subject to clause

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2.2 to receive any Distributions calculated in accordance with clause 2.1, up to the Conversion Date of the RePS as if that date was a Distribution Entitlement Date.

3.9 Adjustment to VWAP

For the purposes of calculating VWAP in clause 9:

• (a) where, on some or all of the Business Days in the Reference Period, CQO Units have been quoted on ASX as cum any distribution or other entitlement and the RePS will convert into CQO Units after the date those CQO Units no longer carry that entitlement (Ex Date), then the VWAP on the Business Days on which those CQO Units have been quoted cum distribution or cum entitlement shall be reduced by an amount (Cum Value) equal to:

• (1) the amount of that distribution;

• (2) (in the case of an entitlement which is traded on ASX on any of those Business Days), the volume weighted average price of all such entitlements sold on ASX during the Reference Period on the Business Days on which those entitlements were traded as attributed to each CQO Unit; or

• (3) (in the case of an entitlement not traded on ASX during the Reference Period), the value of the entitlement per CQO Unit as reasonably determined by the Manager; and

• (b) where, on some or all of the Business Days in the Reference Period, CQO Units have been quoted ex distribution or ex entitlement, and the RePS will convert into CQO Units which would be entitled to receive the relevant distribution or entitlement, the VWAP on the Business Days on which those CQO Units have been quoted ex distribution or ex entitlement shall be increased by the Cum Value.

3.10 Adjustments for Rights and Bonus Issues

• (a) Subject to paragraphs (b), (c) and (d) below, if CQO makes a pro rata rights issue or a bonus issue of CQO Units to Holders of CQO Units generally, the Minimum Conversion Number shall be adjusted immediately in accordance with the following formula:

==> picture [181 x 34] intentionally omitted <==

Where:

CN means the Minimum Conversion Number applying immediately after the application of this formula as provided for in clause 3.7;

CNo means the Minimum Conversion Number applying immediately prior to the application of this formula as provided for in clause 3.7;

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• P means the VWAP during the period from the first Business Day after the announcement of the rights or bonus issue to ASX up to and including the last Business Day of trading cum rights or bonus issue;

A means the subscription or unit price per CQO Unit for the rights issue and is zero in the case of a bonus issue;

RN means the number of CQO Units issued pursuant to the rights or bonus issue; and

RD means the number of CQO Units on issue immediately prior to the allotment of new CQO Units pursuant to the rights or bonus issue.

• (b) No adjustment to the Minimum Conversion Number shall occur if A exceeds P.

• (c) Paragraph (a) does not apply to CQO Units issued as part of a placement, unit purchase plan or a distribution reinvestment plan, or units issued to the Manager under the terms of its management agreement

• (d) No adjustment is to be made pursuant to paragraph (a) if at or about the time of the rights issue or bonus issue, CQO offers CQO Units to the Holders at the same issue price and in the same proportion as if the Holders had been able to participate in the rights issue or bonus issue but without having the ability to renounce the rights.

3.11 Adjustment for return of capital or Capital Distribution

If CQO makes a return of capital other than as part of a normal distribution or there is a Capital Distribution to holders of CQO Units (other than by way of a buy-back) the Minimum Conversion Number shall be adjusted in accordance with the following formula:

P CN = CNo x  (P C)

where:

• CN means the Minimum Conversion Number applying immediately after the application of this formula as provided for in clause 3.7;

• CNo means the Minimum Conversion Number applying immediately prior to the application of this formula as provided for in clause 3.7;

• P means the VWAP during the period from the first Business Day after the announcement of the return of capital to ASX up to and including the last Business Day of trading cum the return of capital; and

• C means with respect to a return of capital, the amount of the cash and/or the value (as reasonably determined by the Manager) of any other property distributed to holders of CQO Units per CQO Unit (or such lesser amount such that the difference between P and C is

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greater than zero). With respect to a Capital Distribution, C is the amount of such Capital Distribution as defined in clause 9.

3.12 Adjustment for Capital Reconstruction

If at any time the CQO Units are reconstructed, consolidated, divided or reclassified (other than by way of a bonus issue, which is dealt with under clause 3.10) into a lesser or greater number of securities, the Minimum Conversion Number must be reconstructed, consolidated, divided or reclassified by the Manager on the same basis.

3.13 Adjustment to the Conversion Ratio for a Takeover or Scheme of Arrangement

• (a) In the case of conversion under clause 3.2(d)(1) or under 3.3(e)(1) following a takeover offer or a scheme of arrangement, the denominator of the formula in clause 3.7 will be the lower of:

• (1) (100% – CD) of the offer price under the takeover offer or the consideration under the scheme of arrangement; and

• (2) the VWAP over the 20 Business Days immediately preceding the announcement of the takeover offer or the scheme of arrangement plus 50% of the amount calculated by subtracting that VWAP from the offer price or the consideration (as applicable).

• (b) The offer price or consideration under the takeover offer or scheme of arrangement is the cash consideration offered for each CQO Unit or, if cash consideration is not the only consideration offered, (100% – CD) of the value of the consideration offered as reasonably determined by an independent investment bank appointed by the Manager (which shall act as an expert).

4 Reset of Terms

• 4.1 Manager may Change Terms of Issue

Subject to these terms, the Manager may notify Holders of changes to the following terms (Reset Notice):

• (a) the Distribution Rate applying from the relevant Reset Date until and including the next Reset Date;

• (b) the Minimum Conversion Number applying from the relevant Reset Date until and including the next Reset Date (subject to the operation of any or all of clauses 3.10 to 3.13);

• (c) the next Reset Date (which must be at least 12 months after the relevant Reset Date and which must coincide with a Distribution Entitlement Date);

• (d) the frequency and timing of Distribution Entitlement Dates; and

• (e) the definition of Capital Distribution.

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These new terms will apply from the relevant Reset Date until and including the next Reset Date.

4.2 Notification

To be effective, the Reset Notice must be given to Holders no later than 45 Business Days immediately preceding the relevant Reset Date.

5 RePS general rights

5.1 Ranking

RePS rank equally amongst themselves in all respects. The issue of any other preference units which rank in priority to the RePS in respect of distributions and return of capital on a winding up constitutes alteration of the rights attached to the RePS.

The Manager reserves the right to issue further RePS or preference units which rank equally with existing RePS in respect of distribution and return of capital on a winding up. Such an issue does not constitute an alteration of the rights attached to the existing RePS.

5.2

Preferential Distribution

Until conversion, the RePS rank in priority to MPST Units for the payment of distributions.

5.3 Priority on Termination

If MPST is terminated, Holders will be entitled in priority to holders of MPST Units, to receive an amount equal to the Redemption Price, or if there is insufficient money available to make this payment in full, the available amount is to be paid to Holders proportionately based on their respective numbers of RePS held as at the date of termination.

5.4 No Set Off

Any amount due to a Holder in respect of the RePS may not be set off against any claims by CQO or MPST against the Holder.

5.5 Restrictions on Distributions and Other Issues

Until the date on which all RePS have been converted:

• (a) MPST will pay Distributions in respect of each Distribution Period in priority to distributions on any capital over which the RePS rank in priority for the payment of distributions or return of capital. MPST may only declare and pay distributions on such subordinated capital if all Distributions for the current Distribution Period and Distribution Shortfalls arising under this clause 5.5 have been paid;

• (b) if any Distribution as calculated under clause 2.1 is not paid or otherwise satisfied in full on a Distribution Payment Date, the amount of the unpaid Distribution (Distribution Shortfall) will be carried forward to subsequent Distribution Payment Dates during the Financial Year in which the Distribution Shortfall arose, and if and to the extent

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there are surplus Distributable Amounts following payment of Distributions, the Distribution Shortfall will be paid to Holders;

• (c) if at the end of a Financial Year, any of the Distributions which were payable pursuant to clause 2 during that Financial Year have not been paid in full, including by payment under clause 5.5(b) (Financial Year Shortfall), the amount of the unpaid Distributions will be carried forward to the following Financial Year, and to the extent that there are surplus Distributable Amounts in any Distribution Period in that Financial Year, following payment of Distributions and any Distribution Shortfall under clause 5.5(b), the surplus will be applied in or towards payment of the Financial Year Shortfall. For the avoidance of doubt, where an amount is paid to Holders in respect of a Financial Year Shortfall, that amount will be applied against Distribution Shortfalls in the order in which they arose;

• (d) if a Financial Year Shortfall has not been paid at the end of the Financial Year following the Financial Year in which it arose, the Manager and MPST will have no liability to pay the Financial Year Shortfall;

• (e) MPST must not, without approval of a special resolution passed at a separate meeting of Holders, issue units ranking in priority to the RePS or permit the conversion of any existing units to units ranking equally or in priority to the RePS, but the Manager is at all times authorised to issue further preference units ranking equally with any existing RePS;

• (f) in determining whether there is any shortfall, account will be taken of payments made under the Guarantee in respect of Distributions;

• (g) any payment to be made to Holders pursuant to clause 5.5(b) or (c) will be paid to those Holders who are on the register on the Distribution Entitlement Date as at the end of the Distribution Period in which the surplus Distributable Amounts became available.

5.6 Takeover Offers and Schemes of Arrangement

If a takeover offer is made for CQO Units, acceptance of which is recommended by the Manager, or the Manager recommends a scheme of arrangement in respect of the CQO Units which will result in a person having a relevant interest in more than 50% of the CQO Units, the Manager will use reasonable endeavours to procure that Holders who convert during the takeover or scheme period will have the right to participate in the takeover or scheme.

5.7 Participation in New Issues

Until the RePS are converted, they will confer no rights to subscribe for new securities in CQO or MPST or to participate in any bonus issues.

6 Voting Rights

CQO

6.1

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Holders will be entitled to receive notice of any general meeting of CQO and a copy of every circular and like document sent out by CQO to CQO Unit holders.

Holders will not be entitled to vote at any general meeting of CQO.

6.2 MPST

Holders will be entitled to receive notice of any general meeting of MPST and to attend, speak and vote at that meeting in accordance with the Corporations Act.

7 Listing of RePS

The Manager must use all reasonable endeavours and furnish all such documents, information and undertakings as may be reasonably necessary in order to procure, at its own expense, listing of the RePS on ASX and all CQO Units issued under clause 3.7, on ASX.

8 Amendments to the Terms of Issue

Subject to complying with all applicable laws, the Manager may without the authority, assent or approval of Holders amend or add to these terms of issue if the Manager reasonably considers the change will not adversely affect Holders’ rights.

9 Interpretation

• (a) Unless the context otherwise requires, if there is any inconsistency between the provisions of these terms of issue and MPST’s constitution, then, to the maximum extent permitted by law, the provisions of these terms of issue will prevail.

• (b) If a calculation is required under these terms of issue, unless the contrary intention is expressed, the calculation will be performed to four decimal places.

• (c) Definitions and interpretation under MPST’s constitution will also apply to these terms of issue.

• (d) The following expressions shall have the following meanings:

ASX Australian Stock Exchange Limited/

Business Day has the same meaning as in the ASX Listing Rules/

Capital Distribution is the amount by which the sum of all distributions per CQO Unit paid by CQO in respect of a Financial Year exceeds the relevant amount shown below for that financial year:

In respectof thefinancialyearending: Amount:	In respectof thefinancialyearending: Amount:
30 June 2002	$0.13
30 June 2003	$0.14
30 June 2004	$0.15

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30 June 2005	$0.16
30 June 2006	$0.17

Conversion Date means the date of conversion in respect of a Conversion Notice RePS in accordance with clause 3.1(a), 3.2(a), or 3.3(b).

Conversion Ratio is defined in clause 3.7(a).

Conversion VWAP means:

• a) for the purposes of clause 3.2, the VWAP during the period (Reference Period) of 25 Business Days immediately preceding, but not including:

• 1) if the Manager receives a notice under clause 3.2(a) following a suspension of trading described in clause 3.2(b)(7), the first day the CQO Units are suspended; and

• 2) otherwise, the Conversion Date.

• b) for the purpose of clause 3.3(a)(3)(C), the VWAP during the period (Reference Period) of 10 Business Days immediately following the publication of a Manager Conversion Notice pursuant to clause 3.3(a)(3)(C); and

• c) in all other cases, the VWAP during the period (Reference Period) of 25 Business Days immediately preceding, but not including, the Conversion Date.

Cum Value is defined in clause 3.9.

CQO Charter Hall Office REIT (ARSN 093 016 838).

CQO Income means net income of CQO arising in accordance with the constitution of CQO.

CQO Units Ordinary Units in the capital of CQO.

Date of Delisting means whichever is the first to occur of the following:

• a) the date upon which the Manager receives notification from ASX of the removal of MPST from the official list of ASX; or

• b) where the RePS are suspended from trading by the ASX for a continuous period of 60 days, the day following the expiration of that 60 day period.

Distributable Amounts means in relation to a Distribution Period the net income of MPST plus such other amounts which the Manager in its discretion determines are available for distribution to Holders.

Distribution in respect of each RePS is the distribution calculated in accordance with clause 2.1(a).

Distribution Entitlement Date means each date on which Holders will become entitled to receive a Distribution.

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Distribution Payment Date means each date on which a Distribution is payable in accordance with clause 2.5 whether or not a Distribution is paid on that date.

Distribution Period means a period ending on a Distribution Entitlement Date as referred to in clause 2.5.

Distribution Shortfall is defined in clause 5.5

Ex Date is defined in clause 3.9.

Face Value in respect of each RePS is $100, as described in clause 1

Financial Year has the same meaning as applies under the Corporations Act.

Financial Year Shortfall is defined in clause 5.5.

Guarantee means the guarantee dated 15 November 2001 provided by CQO to a security trustee of the benefit of the Holders in respect of the RePS.

Holder means a registered owner of RePS.

Holder Conversion Notice is defined in clause 3.1.

Holder Trigger Event Conversion Notice is defined in clause 3.2(a).

Institutional Bookbuild means an open price bookbuild process in which institutions may bid for RePS.

Manager Charter Hall Office Management Limited (ABN 75 006 765 206).

Manager Conversion Notice is defined in clause 3.3(a).

Manager Purchase Price is defined in clause 3.1(c)(2).

Minimum Conversion Number is defined in clause 3.7(b).

MPST Macquarie Park Street Trust (ARSN 098 704 066).

MPST Units means ordinary units in MPST

Redemption Price is defined in clause 3.6.

Reference Period is the period described in the definition of Conversion VWAP in this clause 9.

Reset Date is 31 December 2006 or earlier as provided in clause 3.3, and thereafter the date as specified by the Manager in a notice issued under clause 4.1.

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Reset Notice is defined in clause 4.1.

Trigger Event is defined in clause 3.2(b).

VWAP is the average of the daily volume weighted average sale price of CQO Units sold on ASX during the relevant period or on the relevant days but does not include any transaction defined in the ASX Business Rules as “special”, crossings prior to the commencement of normal trading, crossings during the after hours adjust phase nor any overseas trades or the exercise of options over CQO Units.

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Finding list

This list is included to assist the ASIC in identifying the provisions in this constitution which satisfy the requirements of the Corporations Law for constitutions of registered managed investment schemes.

Corporations Law	Constitution
601GA (1)(a) (1)(b) (1)(c) (1)(d) (2) (3) (4)(a) (4)(b) (4)(c) 601GB	4.1 - 4.8 11.1 - 11.4 24 21 17.3 - 17.5, 19.1 - 19.8 11.2, 11.3 7.1, 7.4, 7.11, but not a right while listed (7.1A) 7.3 - 7.10, 6.1 - 6.3 7.11 - 7.13, 6.1 - 6.3 27.4

This list is included to assist the ASX in identifying the provisions in this constitution which satisfy the requirements of the Listing Rules which relate to constitutions of registered managed investment schemes.

Listing Rules	Constitution
1.1, condition 2 1.1, condition 5 15.12.1 15.12.2 15.12.3 15.13 15.14	22.4 7.1A 3.9 3.12 25 26 N/A

Consolidated Constitution Charter Hall Office REIT

Manager: Charter Hall Office
Management Limited (formerly
Macquarie Office Management
Limited)
(ACN 006 765 206)

This document is a consolidated copy of the trust deed dated 8 October 1993 for Charter Hall Office REIT (“Original Constitution”) adopted at the time of Managed Investments Act transition, as amended by the Supplemental Deeds dated 22 May 2000, 22 November 2001, 20 December 2002, the two Supplemental Deeds dated 29 July 2004, the Supplemental Deed dated 11 October 2005, the Supplemental Deed dated 9 May 2006, the Supplemental Deed dated 13 December 2006, the Supplemental Deed dated 21 December 2006, the Supplemental Deed dated 22 November 2007, the Supplemental Deed dated 11 December 2008, the Supplemental Deed dated 19 June 2009, the Supplemental Deed dated 30 June 2009, ~~and t~~ he Supplemental Deed Poll dated 26 February 2010, the Supplemental Deed Poll dated 14 February 2012 and the two Supplemental Deeds Poll dated 13 April 2012.

This is not a legally binding document. Reference should be made to the Original Constitution and each amending deed for the operative provisions. Section headings, indices and the provisions in square brackets do not form part of the text.

m

Level 60 Governor Phillip Tower 1 Farrer Place

Sydney NSW 2000 Telephone (61 2) 9296 2000 Fax (61 2) 9296 3999 DX 113 Sydney Ref: BMcW

Contents Consolidated Constitution of the Charter Hall Office REIT

1	Name of Trust	1
2	Assets held on trust	1
3	Units	1
	Nature of Units	1
	Rights attaching to Units	1
	Fractions of Units	1
	Consolidation and division of Units	2
	Transfer of Units	2
	Joint tenancy	2
	Death, legal disability of Member	2
	Income entitlement of Units	2
	Manager may request holding lock or refuse to register	transfer
		3
	Manager must request holding lock or refuse to register	transfer
		3
	Notice of holding locks and refusal to register transfer	3
4	Application Price for Units	4
	Pro rata rights issues	5
	Issue of Units as Bid Consideration	5
	Terms of pro rata issues	6
	Placements	6
	Reinvestment	7
	Conversion of RePS	7
5	Application procedure	7
	Application form	7
	Payment	7
	Manager may reject	8
	Minimum amounts	8
	Issue date	8
	Uncleared funds	8
6	Redemption Price of Units	8
	Redemption Price	8
7	Redemption procedures	9
	Request for redemption	9
	When Trust is Liquid	9
	Discretionary redemption	10
	When Trust is not Liquid	10
	Clauses applicable whether or not the Trust is Liquid	11
	Sums owed to Manager	11
	Buy-back of Units	11
8	Valuation of assets	11

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	Periodic valuations	11
9	Income and distributions to Members	12
	Collection of Income	12
	Nature of Receipts	12
	Determination of Net Income	12
	Net Income	12
	Accounting standards	12
	Apportionment	13
	Distribution Account	13
	Postponement of distribution	13
	Interim distributions	13
	Participation in distribution of income	14
	Deduction of Tax	15
	Distribution of income	15
	Fractions	15
	Taxable income greater than Net Income	15
	Treatment of tax credits or rebates	16
	Reserves and bonus issues	16
	Distributions from Reserve Account	16
	Calculation of distributions from Reserve Account	16
	Capitalisation	16
	Member reinvestment	17
	Notice of reinvestment	18
	Liability	18
10	Payments	19
11	Powers of the Manager	2~~0~~ ~~19~~
	General powers	2~~0~~ ~~19~~
	Contracting powers	2~~0~~ ~~19~~
	Borrowings	20
	Investment powers	20
	Power of delegation	20
	Exercise of discretion	20
	Underwriting	20
	Principal Investment Policy	2~~1~~ ~~20~~
12	Retirement of Manager	21
	Voluntary retirement	21
	Compulsory retirement	21
	New responsible entity	21
	Release	21
	Retirement benefit	21
13	Notices to Members	21
14	Notices to the Manager	22
15	Meetings of Members	22
	Corporations Law	22
	Manager may determine	22
	Quorum	23

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	No quorum	23
	Chairman	23
	Adjournment	23
	Notice of adjourned meeting	2~~4~~ ~~23~~
	Proxies and voting	2~~4~~ ~~23~~
	Resolutions binding	24
	Non-receipt	24
	Postponement or cancellation	24
	Notice of Cancellation or postponement of meeting	24
	Contents of notice or postponement of meeting	24
	Number of clear days for postponement of meeting	2~~5~~ ~~24~~
	Business at postponed meeting	25
	Proxy, attorney or representative at postponed meeting	25
16	Rights and liabilities of Manager	25
	Holding Units	25
	Other capacities	25
	Manager may rely	2~~6~~ ~~25~~
17	Limitation of liability and indemnity in favour of Manager
		26
	Limitation on Manager’s liability	26
	Indemnity in favour of Manager	2~~7~~ ~~26~~
	Indemnity unaffected by unrelated breach of trust	27
18	Liability of Members	27
	Liability limited	27
	Recourse	27
	Restrictions on Members	27
19	Remuneration and expenses of Manager	2~~8~~ ~~27~~
	Base fee	2~~8~~ ~~27~~
	Waiver of fees	3~~0~~ ~~28~~
	Manager’s Performance Units	3~~0~~ ~~28~~
	Payment in lieu of Performance Units	3~~3~~ ~~31~~
	Expenses	3~~4~~ ~~32~~
	GST	3~~6~~ ~~34~~
20	Duration of the Trust	3~~6~~ ~~34~~
	Initial settlement	3~~6~~ ~~34~~
	Termination	3~~6~~ ~~34~~
21	Procedure on termination	3~~7~~ ~~35~~
	Realisation of Assets	3~~7~~ ~~35~~
	Audit of winding up	3~~7~~ ~~35~~
	Distribution following termination	3~~7~~ ~~35~~
22	Amendments to this constitution	3~~8~~ ~~36~~
	Manager may amend	3~~8~~ ~~36~~
	Statutory requirements	3~~8~~ ~~36~~
	Listing Rules	3~~9~~ ~~37~~
23	Compliance committee	3~~9~~ ~~37~~

 Mallesons Stephen Jaques

24	Complaints	3~~9~~ ~~37~~
25	Restricted Securities	4~~0~~ ~~38~~
26	Small holdings	4~~1~~ ~~39~~
27	Interpretation	4~~1~~ ~~39~~
	Definitions	4~~1~~ ~~39~~
	Interpretation	5~~0~~ ~~45~~
	Other documents	5~~0~~ ~~45~~
	Constitution legally binding	5~~0~~ ~~45~~
	Severance	5~~1~~ ~~45~~
	Governing law	5~~1~~ ~~45~~
	Other obligations excluded	5~~1~~ ~~46~~
Schedule 1 – RePS Terms of Issue		6~~0~~ ~~47~~
1	Face Value	6~~0~~ ~~47~~
2	Distributions	6~~0~~ ~~47~~
3	Conversion	6~~1~~ ~~48~~
4	Reset of Terms	7~~0~~ ~~57~~
5	RePS general rights	7~~1~~ ~~58~~
6	Voting Rights	7~~2~~ ~~59~~
7	Listing of RePS	7~~3~~ ~~60~~
8	Amendments to the Terms of Issue	7~~3~~ ~~60~~
9	Interpretation	7~~3~~ ~~60~~

 Mallesons Stephen Jaques