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CHARTER HALL GROUP Merger & Acquisition 2018

Oct 22, 2018

64645_rns_2018-10-22_18c77ed5-210d-4212-8b90-421a2a7ca524.pdf

Merger & Acquisition

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ASX ANNOUNCEMENT

23 OCTOBER 2018

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SCHEME OF ARRANGEMENT BECOMES LEGALLY EFFECTIVE

Folkestone Limited (" Folkestone ") confirms that it has today lodged with the Australian Securities and Investments Commission an office copy of the orders made by the Federal Court of Australia (" Court ") approving the scheme of arrangement between Folkestone and its shareholders under which Charter Hall Limited will acquire 100% of the ordinary shares in Folkestone (" Scheme ").

As a result, the Scheme is now legally effective. A copy of the orders made by the Court approving the Scheme is attached.

It is expected that Folkestone shares will be suspended from quotation on the ASX with effect from the close of normal trading today.

Folkestone shareholders who hold shares as at the record date for the Scheme, which has been determined to be 7:00pm (Sydney time) on Wednesday, 31 October 2018, will receive a cash payment of the Scheme consideration on the Scheme implementation date, which is expected to be Wednesday, 7 November 2018.

Folkestone shareholders who have questions in relation to the Scheme should contact the Folkestone Shareholder Information Line on 1300 032 756 (within Australia) or +61 2 8023 5418 outside of Australia between 9:00am and 5:00pm (Sydney time) on business days.

For further information, please contact:

GREG PARAMOR AO SCOTT MARTIN Managing Director CFO and Company Secretary Ph: 02 8667 2800 Ph: 03 9046 9910

ADRIAN HARRINGTON Head of Funds Management Ph: 02 8667 2882

About Folkestone

Folkestone (ASX:FLK) is an ASX listed real estate funds manager and developer providing real estate wealth solutions. Folkestone’s funds management platform, with more than $1.6 billion under management, offers listed and unlisted real estate funds to private clients and select institutional ‐ investors, while its on balance sheet activities focus on value add and opportunistic (development) real estate investments. www.folkestone.com.au

Folkestone Limited ABN 21 004 715 226 e: [email protected] www.folkestone.com.au

Sydney Office Level 10, 60 Carrington Street Sydney NSW 2000 t: +61 2 8667 2800 f: +61 2 8667 2880

Melbourne Office Level 14, 357 Collins Street Melbourne Vic 3000 t: +61 3 9046 9900 f: +61 3 9046 9999

Federal Court of Australia District Registry: New South Wales Division: General

No: NSD1545/2018

FOLKESTONE LIMITED ACN 004 715 226

Plaintiff

ORDER

JUDGE: JUSTICE YATES DATE OF ORDER: 22 October 2018 WHERE MADE: Sydney

THE COURT ORDERS THAT:

  1. Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) ( Act ), the scheme of arrangement between the plaintiff, Folkestone Limited ( Folkestone ), and the holders of fully paid ordinary shares in the capital of Folkestone ( Scheme ), which is in the form contained in Annexure B to the explanatory statement in relation to the Scheme being Exhibit 1 in the proceeding, be approved.

  2. Pursuant to s 411(12) of the Act, Folkestone be exempted from compliance with s 411(11) of the Act in relation to the Scheme.

  3. These orders be entered forthwith.

Date that entry is stamped: 22 October 2018

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Prepared in the New South Wales District Registry, Federal Court of Australia Level 17, Law Courts Building, Queens Square, Telephone 02 9230 8567