CHARTER HALL GROUP — Proxy Solicitation & Information Statement 2010

May 13, 2010

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14 May 2010

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

Level 11, 333 George Street Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001 Tel +61 2 8908 4000 Fax +61 2 8908 4040 www.charterhall.com.au Charter Hall Limited ABN 57 113 531 150 Charter Hall Funds Management Limited ABN 31 082 991 786

Dear Ms Wigneswaran

NOTICE OF MEETING

We enclose Charter Hall Group’s Notice of Meeting and Proxy Form for its Extraordinary General Meeting to be held on Thursday, 17 June 2010 at 2.30pm (Sydney time) at The Hilton Hotel, Room 3, Level 2, 488 George Street, Sydney NSW.

We confirm that the attached documents are being dispatched to securityholders today.

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

Yours faithfully

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Nathan Francis Deputy CFO & Company Secretary

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Charter Hall Limited (ACN 113 531 150)

Charter Hall Property Trust (ARSN 113 339 147)

Notice of Meetings and Explanatory Memorandum

For a meeting to be held on Thursday, 17 June 2010 at the

The Hilton Hotel, Room 3, Level 2, 488 George Street, Sydney at 2:30pm

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Contents

Letter to Securityholders from the Chairman	1
Meetings and How to Vote	2
Notice of Meetings (setting out the proposed resolutions)	3
Explanatory Memorandum (explaining the resolutions)	5
Glossary	6
Corporate Directory	7

Charter Hall is one of the largest specialist real estate fund managers and developers in Australia, with assets under management in excess of $10 billion across listed, wholesale and unlisted retail equity sources.

This is an important document. Please read it carefully.

If you are unable to attend the EGM please complete the form of proxy and return it in accordance with the instructions.

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14 May 2010

Level 11, 333 George Street Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001

Tel +61 2 8908 4000 Fax +61 2 8908 4040 www.charterhall.com.au

Charter Hall Limited ABN 57 113 531 150

Charter Hall Funds Management Limited ABN 31 082 991 786

Dear Securityholder

Charter Hall Limited and Charter Hall Property Trust (Charter Hall Group) – Extraordinary General Meetings

Please find attached a Notice of Extraordinary General Meetings (EGM) of the Charter Hall Group.

The EGM will be held on Thursday, 17 June 2010 at 2.30pm (AEST) at:

The Hilton Hotel

Room 3, Level 2 488 George Street Sydney NSW 2000.

The purpose of the meetings is to obtain securityholder consent to the refreshment of Charter Hall Group’s placement capacity.

The details of the proposed resolutions, which are primarily designed to give Charter Hall Group maximum flexibility to raise capital going forward, are contained in the formal Notice of Meetings and Explanatory Memorandum included with this letter.

If you are attending the meetings, please bring the attached proxy form with you as the barcode will assist in the registration process. If you are unable to attend, please complete and return your Proxy Form to Link Market Services Limited or the Charter Hall Group at the address or facsimile number specified in the Notice of Meetings by no later than 2.30pm (AEST) on Tuesday, 15 June 2010.

If you require further information or have questions, please contact the Charter Hall Group security registry on 1300 664 498 (within Australia) or +61 2 8280 7787 (outside Australia).

I look forward to your support for the proposals and to seeing you at the meeting.

Yours sincerely

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Kerry Roxburgh CHAIRMAN

Charter Hall Group 1

Meetings and How to Vote

Venue

Meetings of the Securityholders of Charter Hall Group will be held at:

The Hilton Hotel Room 3, Level 2 488 George Street Sydney NSW 2000

Commencing

• 2:30pm on Thursday, 17 June 2010

How to Vote

You may vote by attending the Meetings in person or by proxy or a body corporate can appoint a corporate representative.

Voting In Person

To vote in person, you must attend the Meetings on Thursday, 17 June 2010 at The Hilton Hotel, Room 3, Level 2, 488 George Street, Sydney. The Meetings will commence at 2.30pm. Please allow at least 15 minutes for registration.

Voting By Proxy

To vote by proxy, please complete and sign the relevant proxy form enclosed with this Notice of Meetings as soon as possible so that it is received no later than 2:30pm (AEST) on Tuesday, 15 June 2010 and either:

• return the proxy form by post in the reply paid envelope to Charter Hall Group Registry, Link Market Services Limited, Level 12, 680 George Street, Sydney, NSW 2000; or

• send the proxy form by facsimile to Link Market Services Limited on facsimile number +61 2 9287 0309; or

• online at www.linkmarketservices.com.au – Select the ‘Proxy Voting’ option on the top right of the home page. Choose the company you wish to lodge your vote for from the drop down menu, enter your holding details as shown on this form, and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

A copy of your Proxy Form is enclosed for your convenience.

2 Charter Hall Group

Charter Hall Limited (ACN 113 531 150) Charter Hall Property Trust (ARSN 113 339 147)

Notice of Meetings

NOTICE is hereby given that the Extraordinary General Meeting of Shareholders of Charter Hall Limited and an Extraordinary General Meeting of the Unitholders of Charter Hall Property Trust will be held at The Hilton Hotel, Room 3, Level 2, 488 George Street, Sydney NSW 2000 at 2:30pm on Thursday, 17 June 2010.

Important

1. The resolutions should be read in conjunction with the Explanatory Memorandum which follows.

2. Certain terms and abbreviations used below are defined in the Glossary at page 6 of this Notice.

3. As explained in the 'Voting exclusion' paragraphs below, certain Securityholders are excluded from voting in relation to particular resolutions and Charter Hall Group must disregard votes cast by those Securityholders. If your vote must be disregarded or if you must not vote as outlined in the paragraphs below, please do not vote.

The business of the Meetings is to consider, and if thought fit, pass, with or without modification, the resolutions described below:

Resolutions 1–2:

Ratification of the Macquarie Placement and the Institutional Placement

To consider, and if thought fit, pass the following ordinary resolutions:

1. "To ratify for all purposes under the Corporations Act and the Listing Rules (in particular Listing Rule 7.4) the issue of 121,272,558 Stapled Securities to Macquarie Group under the Macquarie Placement as described in the Explanatory Memorandum.”

2. "To ratify for all purposes under the Corporations Act and the Listing Rules (in particular Listing Rule 7.4) the issue of 35,624,778 Stapled Securities to certain sophisticated and institutional investors under the Institutional Placement as described in the Explanatory Memorandum.”

Voting Exclusion Statement

Charter Hall Group will disregard any votes cast:

• on Resolution 1, by Macquarie Group (and any associate of Macquarie Group); and

• on Resolution 2, by any person (and any associate of such person) who participated in the Institutional Placement (including as underwriter or sub-underwriter of the Institutional Placement).

Unless the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the proxy form or unless the vote is cast by the person chairing the Meetings as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

A detailed explanation of the background and reasons for the proposed resolutions are set out in the attached Explanatory Memorandum.

By order of the Board

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Nathan Francis CoMPANy SECRETARy

Date: 14 May 2010

Charter Hall Group 3

Notice of Meetings (continued)

Notes

Voting Entitlements

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the directors of CHL and CHFML have determined that the holding of each Securityholder for the purposes of ascertaining the voting entitlements for the Meetings will be as it appears in the Register at 7:00pm (AEST) on Tuesday, 15 June 2010.

Voting and Proxies

A Securityholder is entitled to appoint a proxy to attend and vote on behalf of the Securityholder at the Meetings. A proxy need not be a Securityholder of Charter Hall Group.

Securityholders wishing to appoint the Chairman of the Meetings as their proxy should read carefully the instructions on the Proxy Form and mark the relevant box to ensure their votes are not disregarded.

A Securityholder entitled to cast two or more votes at the Meetings may appoint two proxies and specify the proportion or number of votes each proxy is appointed to exercise. If the Securityholder appoints two proxies and does not specify the proportion or number of votes each proxy may exercise, then each proxy may exercise half of the votes.

A Proxy Form is attached to this Notice of Meetings. To be valid:

1. Proxy Forms must be received at the office of Link Market Services Limited or at the registered office of Charter Hall Group being the place designated by Charter Hall Group for that purpose or at the facsimile number of Link Market Services Limited or Charter Hall Group by no later than 2:30pm (AEST) on Tuesday, 15 June 2010.

2. The authority under which any form appointing a proxy is signed or a certified copy of that authority, must be received at the office or facsimile number of Link Market Services Limited or Charter Hall Group by no later than 2:30pm (AEST) on Tuesday, 15 June 2010.

The office of Link Market Services Limited is on Level 12, 680 George Street, Sydney, NSW, 2000 and the facsimile number is +61 2 9287 0309.

The registered office of Charter Hall Group is on Level 11, 333 George Street, Sydney, NSW, 2000 and the facsimile number is +61 2 8908 4040.

If you return your Proxy Form but do not nominate a representative, the Chair of the Meetings will be your proxy and will vote on your behalf as you direct on the Proxy Form. If your nominated representative does not attend the Meetings then your proxy will revert to the Chair of the Meetings and he may vote as he thinks fit in relation to any motion or resolution other than those (if any) in respect of which an indication of the manner of voting is given on your Proxy Form.

In order to vote at the Meetings, a corporation which is a Securityholder may appoint an individual to act as its representative. The appointment must comply with the requirements of sections 250D and 253B of the Corporations Act. The representative should bring to the Meetings evidence of their appointment, including any authority to under which it is signed.

4 Charter Hall Group

Explanatory Memorandum

This Explanatory Memorandum and the attachments to it are important documents. They should be read carefully. Resolutions 1 and 2: Ratification of the Macquarie Placement and the Institutional Placement

Background

On 12 February 2010, Charter Hall Group announced to the ASX that it had agreed to acquire the majority of Macquarie Group's core real estate management platform, including co-investment stakes in three of the funds managed by the platform, for approximately $315 million.

The acquisition was, in part, funded by the Macquarie Placement, the Institutional Placement and the Entitlement Offer.

• The Macquarie Placement involved the placement of 121,272,558 Stapled Securities to Macquarie Group at $0.70 per Stapled Security as part consideration for the acquisition. These Stapled Securities were issued on 1 March 2010.

• The Institutional Placement involved the placement of 35,624,778 Stapled Securities to certain eligible sophisticated and institutional investors, including the Gandel Group, at $0.70 per Stapled Security. These Stapled Securities were issued on 1 March 2010.

The purpose of these resolutions is to seek approval to refresh the 15% issuance capacity under the Listing Rules.

This will allow Charter Hall Group to retain flexibility in relation to the amount of capital that can be raised during the following 12 months. Additionally, Charter Hall Group intends to issue 6,446,500 options and 2,578,500 performance rights under Charter Hall Group's employee incentive scheme (the Performance Rights and Options Plan) to selected former Macquarie Group executives now employed by Charter Hall Group following its recent acquisition of the majority of Macquarie Group’s core real estate management platform.

Approvals

Listing Rule 7.1 provides that an entity must not, without the approval of Securityholders, issue during any 12 month period any equity securities or other securities with rights of conversion to equity (i.e. options and performance rights) if the number of such securities exceeds 15% of the aggregate of the number of securities in the same class on issue at the commencement of that 12 month period plus the number of securities issued in that 12 month period with Securityholder approval or that rely on an exception, provided under Listing Rule 7.2, to the 15% limit.

Listing Rule 7.4 allows Securityholders to ratify the issues of the Stapled Securities issued under the Macquarie Placement and the Institutional Placement so that the issues would not be counted in determining whether any further issues of Stapled Securities would breach the 15% limit under Listing Rule 7.1.

Recommendation

The Board recommends that Securityholders vote in favour of Resolutions 1 and 2.

Charter Hall Group 5

Glossary

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ASX ASX Limited
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ASX	ASX Limited
Board	Board of Directors of CHL
Charter Hall Group	CHL and CHPT and their controlled entities
CHFML	Charter Hall Funds Management Limited (ACN 082 991 786) as responsible entity
	of CHPT
CHL	Charter Hall Limited (ACN 113 531 150)
CHPT	Charter Hall Property Trust (ASRN 113 339 147)
Corporations Act	the Corporations Act 2001 (Cth)
Entitlement Offer	the fully underwritten 2 for 5 accelerated non-renounceable entitlement offer
	of Stapled Securities by Charter Hall Group as described in the announcement
	lodged with ASX on 12 February 2010
Explanatory Memorandum	the explanatory memorandum that accompanies this Notice of Meetings
Gandel Group	Alphabridge Pty Ltd (ACN 124 654 306) as trustee for The Alphabridge Trust, which
	is a member of the Gandel Group of companies
Institutional Placement	the placement of Stapled Securities to certain sophisticated and institutional
	investors, including Gandel Group, by Charter Hall Group on 26 February 2010 as
	described in the announcement and the investor presentation lodged with ASX on
	12 February 2010
Listing Rules	Listing Rules of ASX
Macquarie Group	Macquarie Group Limited (ACN 122 169 279) and its related bodies corporate
Macquarie Placement	the placement of Stapled Securities to Macquarie Group by Charter Hall Group on
	26 February 2010 as described in the announcement and the investor presentation
	lodged with ASX on 12 February 2010
Meetings	the extraordinary general meeting of shareholders of CHL and the extraordinary
	general meeting of CHPT to be held on Thursday, 17 June 2010
Notice of Meetings	this notice of meetings and any notice of any adjournment of the Meetings
Securityholder	a registered holder of Stapled Securities
Stapled Security	a share in CHL and a unit in CHPT

6 Charter Hall Group

Corporate Directory

Corporate Head Office and Registered Office

Charter Hall Funds Management Limited ACN 082 991 786 AFSL No. 262 861

Charter Hall Limited ACN 113 531 150

Level 11, 333 George Street Sydney NSW 2000

Telephone: +61 2 8908 4000 Facsimile: +61 2 8908 4040

Directors

Kerry Roxburgh (Chairman) Roy Woodhouse (Deputy Chairman) Patrice Derrington Glenn Fraser Cedric Fuchs (Executive Director) David Southon (Joint Managing Director) David Harrison (Joint Managing Director) Peter Kahan Colin McGowan

Auditors

Company Secretary

Nathan Francis

PricewaterhouseCoopers Darling Park Tower 2 201 Sussex Street Sydney NSW 2000

Lawyers

Allens Arthur Robinson Level 28, Deutsche Bank Place Cnr of Hunter & Phillip Streets Sydney NSW 2000

Telephone: +61 2 9230 4000 Facsimile: +61 2 9230 5333

Principal Register

Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000 Tel: 1300 664 498 Fax: +61 2 9287 0303 Proxy Facsimile: +61 2 9287 0309

Securities Exchange

Australian Securities Exchange Limited

Charter Hall Group 7

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8 Charter Hall Group

Notes

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charterhall.com.au

LODGE YOUR VOTE



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Charter Hall Limited ACN 113 531 150 Charter Hall Funds Management Limited ACN 082 991 786

as Responsible Entity for Charter Hall Property Trust ARSN 113 339 147

www.linkmarketservices.com.au

ONLINE

By mail:  Charter Hall Group  [By fax:][ (02) 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1300 664 498 or (02) 8280 7787

X99999999999

SECURITYHOLDER VOTING FORM

I/We being a member(s) of Charter Hall Group and entitled to attend and vote hereby appoint:

STEP 1

APPOINT A PROXY

the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Extraordinary General Meeting of Charter Hall Group to be held at 2:30pm on Thursday, 17 June 2010, at The Hilton Hotel, Room 3, Level 2, 488 George Street, Sydney and at any adjournment or postponement of the meeting.

Proxies will only be valid and accepted by Charter Hall Group if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

VOTING DIRECTIONS

STEP 2

Resolution 1

To ratify the issue of 121,272,558 Stapled Securities to Macquarie Group under the Macquarie Placement

Resolution 2

To ratify the issue of 35,624,778 Stapled Securities to certain sophisticated and institutional investors under the Institutional Placement

For Against Abstain *

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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 IMPORTANT – VOTING EXCLUSIONS

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Items 1 and 2 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of those Items and that votes cast by him/her for those Items, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 1 and 2 and your votes will not be counted in calculating the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 1 and 2.

STEP 4

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

CHC PRX002

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Charter Hall Group’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s security registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:30pm on Tuesday, 15 June 2010, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Select the ‘Proxy Voting’ option on the top right of the home page. Choose the company you wish to lodge your vote for from the drop down menu, enter your holding details as shown on this form, and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Charter Hall Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

(02) 9287 0309



by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Extraordinary General Meeting, please bring this form with you. This will assist in registering your attendance.