CHARTER HALL GROUP — Proxy Solicitation & Information Statement 2012

Mar 14, 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

CHARTER HALL OFFICE REIT SCHEME MEETING – CHAIRMAN’S ADDRESS

Thursday, 15 March 2012

Welcome

Good morning and welcome to the trust scheme meeting for Charter Hall Office REIT (ASX Code: CQO). My name is Roger Davis and I am the Independent Chairman of Charter Hall Office Management Limited (CHOML), the responsible entity of CQO.

CHOML has appointed me as Chairman of this meeting. I have been informed by CQO’s registry, Link Market Services, that a quorum is present, so I formally declare the Charter Hall Office REIT trust scheme meeting open.

Agenda

The agenda for today is to:

• Provide an update on CQO’s recent performance;

• Outline the Proposal, the Scheme Resolutions and the RE Fees Resolution;

• Provide some background to the Proposal and the rationale for the recommendation by the Independent Directors Committee (IDC);

• Provide an update on the US Sales Process and the status of other conditions precedent to the Proposal; and

• Complete the formal business of the meeting including voting on the Scheme Resolutions and the RE Fees Resolution.

Board of directors and management team

With me on the stage are the other Independent Directors, James Broadbent and Andrew Love, and the two executive directors, David Harrison and David Southon, who are also the Joint Managing Directors of Charter Hall Group. Also present and seated in the front row are Adrian Taylor, the Chief Executive Officer

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of CQO, Jill Rikard-Bell, the Chief Operating Officer of CQO, Alex Pritchard, the Chief Financial Officer of CQO, Natalie Allen, the Company Secretary of CQO, Tony Bancroft from Gilbert & Tobin and Ben Boyd from Merrill Lynch.

CQO’s recent performance

Before I commence with the Proposal and meeting, I wanted to provide a brief update on CQO’s performance over the past six months.

Despite the external challenges, CQO’s management team has remained focused on delivering its strategic initiatives. The REIT recorded a statutory loss for the half of $59.9 million largely due to items related to offshore asset sales and non-cash items, whilst achieving its operating earnings target as at 31 December 2011 delivering half year operating earnings of $65 million or 13.2 cents per unit. A distribution of 11.0 cents per unit for the period ending 31 December 2011, was paid to unit holders on 21[st] February.

Lease terms were agreed across the Australian portfolio on 46,151 square metres or 12% of the Australian portfolio, delivering Australian portfolio occupancy of 97% and a weighted average lease expiry at 4.5 years.

Purpose of meeting

This Meeting has been called to consider the Proposal under which Reco Ambrosia Pte Ltd (an affiliate of Government of Singapore Investment Corporation Pte Ltd), the Public Sector Pension Investment Board of Canada and a member of the Charter Hall Group, who are collectively referred to as the Bidders, would acquire (either themselves or through their respective Nominees) all the units in CQO except certain of those held by the Bidders or their associates.

The Proposal was announced by CQO on 3 January 2012 and described in the Explanatory Memorandum sent to CQO unitholders on 14 February 2012.

The Proposal is subject to a number of conditions, including that Unitholders approve the Proposal at the meeting today and the completion of the sale of each of CQO’s US Assets.

Overview of the Proposal

If the Proposal is approved, and the other conditions precedent are satisfied, Scheme Unitholders will receive:

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• $2.49 per Scheme Unit on the Implementation Date or as soon as reasonably practical thereafter which comprises:

• Scheme Cash Consideration of an estimated $1.84 per Scheme Unit; and

• Implementation Distributions of an estimated $0.65 per CQO Unit;

• US Sales Distributions estimated to aggregate at least $0.96 per CQO Unit paid on or before the Implementation Date, noting that:

• this includes the first US Sales Distribution of $0.48 per CQO Unit which was paid on or about 8 March 2012 on CQO Units held on the distribution record date of 5.00pm on 1 March 2012; and

• CHOML expects to announce any further US Sales Distributions estimated to be at least $0.48 per CQO Unit after the Effective Date; and

• payments of Scheme Contingent Consideration up to an estimated $0.15 per CQO Unit, to be paid not earlier than 6 months after the Implementation Date.

Unitholders should note that CHOML intends to distribute the proceeds of the US Sales whether the Proposal is implemented or not.

Resolutions

The implementation of the Proposal requires Unitholders to approve the two Scheme Resolutions:

1. Amendments to the CQO Constitution to facilitate the Bidders’ acquisition of CQO. This resolution approves the amendments as set out in the Supplemental Deed. The Supplemental Deed, which I will table shortly, is substantially in the form set out in Attachment B to the Explanatory Memorandum, with the only changes from that version of the deed being of a minor or typographical nature and to permit payment to CQO unitholders in New Zealand in the manner contemplated by section 3.8 of the Explanatory Memorandum.

2. The acquisition of the Scheme Units by the Bidders or their Nominees for the purposes of item 7 section 611 of the Corporations Act so that the Proposal does not cause the Bidders or CHOML to breach the takeovers provisions of the Corporations Act.

Unitholders are also being asked to consider the RE Fees Resolution to approve an amendment to the CQO Constitution to facilitate the payment to CHOML, if the Proposal becomes Effective, of CHOML’s base fees for the period from the end of the most recent quarter in respect of which it has been paid and ending on the Implementation Date, calculated on a pro rata basis.

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The Proposal is not conditional on Unitholders approving the RE Fees Resolution.

Background to the Proposal

Before Scheme Unitholders consider the formal business of the meeting, it is worth providing some background to the Proposal.

In December 2008, CHOML announced to ASX a broad strategy of reweighting the CQO portfolio in favour of properties located in Australia.

Consistent with this strategy, CHOML announced to ASX on 3 August 2011 that it had entered into a binding contract for the sale of 100% of CQO’s interests in the US Assets. On 26 August 2011, Macquarie, on behalf of a consortium including itself and a number of global institutional investors, submitted a proposal at an indicative price of $2.39 per CQO Unit in cash with respect to CQO’s Australian portfolio. As a result of the potential conflicts arising from the Charter Hall Group’s possible involvement in the indicative proposal, the CHOML Board formally appointed the Independent Directors - James Broadbent, Andrew Love and I – to act as a sub-committee of the CHOML Board, called the IDC in late August 2011 to progress all aspects of the proposal.

Following receipt of the indicative proposal, the IDC held further discussions with the consortium with a view to clarifying and improving the indicative proposal and agreed to provide limited due diligence access.

Improved indicative proposals were submitted in October and December 2011, and on 5 December 2011 the IDC unanimously recommended a conditional proposal from Reco and PSP, two of the three current Bidders, pursuant to which Unitholders (other than the Charter Hall Group) would receive $2.49 per CQO Unit. As with the previous proposal, existing Unitholders would share the economic benefit of the US Sale Proceeds (net of certain contingent liabilities and other costs) and the distribution for the half-year ended 31 December 2011.

CHOML and the Bidders entered into a Scheme Implementation Agreement on 31 December 2011 and it is pursuant to this agreement (as amended) that this Meeting has been called to put forward the Proposal for Unitholder approval.

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Consideration of alternatives

In the period culminating in announcement and the recommended acceptance of the Proposal, the IDC explored a range of alternative strategic options to maximise Unitholder value and to form a view as to whether these strategies would provide the same or greater value than the Proposal and their likelihood of success. The alternatives considered were:

• confidentially approaching approximately 40 highly credentialed Australian and International third parties to assess their willingness to make an alternative proposal. No superior competing proposal has emerged following these discussions;

• considering a sale of the Australian assets and subsequent wind-up of CQO. The IDC concluded that the Proposal offers a more certain outcome and the potential upside, if any, in a wind up is outweighed by the risk of achieving it and the time taken to do so; and

• retaining CQO as an ASX listed entity.

Reasons for independent directors’ recommendation

After considering these strategies and on reviewing the details of the Proposal, on 5 December 2011, the IDC unanimously recommended the Proposal. The reasons for this recommendation are set out in the Explanatory Memorandum however I would like to take a moment to talk through a number of these:

• The estimated aggregate value of the Proposal of $3.60 per CQO unit represents a 24% premium to the price of CQO units prior to the emergence of the original approach by a consortium on 26 August 2011 and is in line with CQO’s pro-forma NTA as at 31 December 2011 of $3.61 after adjusting for an AUDUSD exchange rate of 1.08

• CQO unitholders will receive cash payments at a small discount of 3.9% to the 31 December 2011 Pro Forma Australian NTA

• In the absence of the Proposal, CQO Units are likely to trade below the price at which they have traded since the original approach from the Consortium was announced by CHOML on 29 August 2011 and at a level below the estimated aggregate value of the Proposal to Scheme Unitholders of $3.60. In addition, the future trading price of CQO Units will continue to be subject to any market volatility versus the certain value of accepting the cash payment of $2.49 per Scheme Unit available under the Proposal as it relates to the Australian component of the business.

• The Proposal provides certainty of value at a time when continuing volatile global economic and other factors, and a slower than previously expected recovery in the Australian property market, cast doubt over the medium term prospects of CQO Units trading at or above their net tangible asset backing.

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Reasons Unitholders might consider voting against the Proposal are also set out on pages 26 to 27 of the Explanatory Memorandum.

Independent directors’ unanimously recommend the Proposal

As mentioned after careful consideration of the Proposal, each Independent Director has concluded that the Proposal offers the most compelling and certain value proposition currently available to Unitholders and is in the best interests of Unitholders and therefore:

• recommends that Unitholders vote in favour of the Scheme Resolutions, in the absence of a Superior Proposal; and

• intends to vote his CQO units in favour of the proposal today.

Conclusion of the Independent Expert

The IDC appointed Grant Samuel & Associates Pty Limited as the Independent Expert which prepared the Independent Expert’s Report provided within the Explanatory Memorandum. Grant Samuel concluded that the Proposal is fair and reasonable to, and in the best interests of, Scheme Unitholders in the absence of a Superior Proposal.

Before moving to the formal business of the meeting, I want to provide an update on the US Sales Process and other conditions precedent.

As outlined to CQO unitholders in a letter dated 6 March 2012, the Proposal contains a number of conditions precedent which must be satisfied (or waived) before the Proposal can be implemented. These include the completion of the sale of each of the US Assets previously announced by CHOML on 3 August 2011.

Although no issues have arisen which cause CHOML to believe that the sale of any US Asset will not complete satisfactorily, the process for concluding each outstanding sale has taken longer than CHOML expected at the time of finalising the Explanatory Memorandum. CHOML is currently unaware of any reason why any of the conditions precedent to completion of the sales of the remaining seven US Assets, including lender and other third party consents, will not be satisfied.

However, implementation of the Proposal cannot occur until after completion of the sales of all of the US Assets. As a result of the delay in completing those sales, CHOML has obtained orders from the Court

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vacating the hearing that had been set down for 9.00am on 16 March for obtaining the Second Judicial Advice.

If Unitholders vote today to approve the Proposal, as soon as reasonably practicable after the completion of the last US Asset sale, CHOML will approach the Court for the Second Judicial Advice. The Effective Date of the Proposal is expected to be the same day that the Second Judicial Advice is received and will be the date that CQO units will be suspended from trading on the ASX. The Record Date for participation in the Proposal will be five business days after the Effective Date, and the Implementation Date will occur five business days after the Record Date. At this stage, based on all information known to CHOML, CHOML expects all remaining US Asset sales to complete by the end of March 2012, which would mean that the Implementation Date would fall in mid-April.

However, because completion of the US Asset sales involves the satisfaction of conditions precedent, some of which are outside of CHOML’s control, CHOML cannot be certain that the US Asset sales will complete in accordance with this timetable.

Following this meeting, other remaining conditions precedent that will need to be fulfilled or waived before the Effective Date include:

• no court issuing an order preventing or restraining the Proposal;

• receipt of the one outstanding Third Party consent;

• no CQO Prescribed Occurrence, CQO Material Adverse Change or breach of CHOML Warranty occurring;

• the warranties and representations given by the Bidders remaining true and correct; and

• neither CQO nor the Bidders being in material breach of the Scheme Implementation Agreement.

Even though Unitholders may approve the Proposal today, the Proposal will not proceed unless these conditions precedent are satisfied by an End Date of 17 May 2012 or such later date as the parties may agree. If the conditions precedent are not satisfied by that End Date, then the approval resolutions will be of no effect.

CHOML is not aware of any reason why these conditions precedent will not be satisfied.

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By way of update, the Bidders and each of the lenders have agreed to extend the date for executing the new $1,000 million syndicated loan facility to be made available to CQO to 21 March 2012. CHOML expects that the facility will be signed by that date.

Close of Meeting

I now declare the Meeting closed.

I would like to thank you all for your attendance and support for CQO over the years.

Roger Davis Chairman Charter Hall Office REIT

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For full details of the qualifications and assumptions applicable to the estimates and other information provided in the section entitled in the Chairman’s address, it is important that you refer to the Explanatory Memorandum dated 10 February 2012 released to ASX on 13 February 2012.

For further information on Charter Hall Group and Charter Hall Office REIT go to www.charterhall.com.au

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