CHARTER HALL GROUP — Share Issue/Capital Change 2009

Jun 25, 2009

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Charter Hall Group

ABN

Charter Hall Funds Management Limited (ACN 082 991 786) as the responsible entity of Charter Hall Property Trust (ARSN 113 339 147)

Charter Hall Limited (ACN 113 531 150)

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued		Stapled securities in the Charter Hall Group (Stapled Securities)
		Under the capital raising announced on 27 May 2009. Issued on 12 June 2009 72,847,275 Stapled Securities under the placement to Alphabridge Pty Ltd ATF The Alphabridge Trust (which is part of the Gandel Group)(Placement). 96,757,148 Stapled Securities under institutional component of the accelerated non‐renounceable entitlement offer (Institutional Entitlement Offer).

9,727,460 Stapled Securities for valid acceptances received by 5:00pm (Sydney time) on 10 June 2009 under the retail component of the accelerated non‐ renounceable entitlement offer announced by Charter Hall Group on 27 May 2009 ( Retail Entitlement Offer ). Issued on 29 June 2009

41,658,727 more Stapled Securities under the Retail Entitlement Offer.

8,888,065 more Stapled Securities under the Placement (in compliance with Charter Hall Group's undertaking to use reasonable endeavours to ensure Gandel Group is able to hold 15% of the expanded capital base, as announced on 27 May 2009). 3 Principal terms of the[+] securities Fully paid Stapled Securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the[+] securities rank equally in Yes, the new Stapled Securities will rank all respects from the date of equally with the existing Stapled Securities allotment with an existing[+] class on issue. of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.33 per Stapled Security

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

• 6 Purpose of the issue The net proceeds of the Entitlement Offer, (If issued as consideration for the together with the net proceeds of the acquisition of assets, clearly Placement, are expected to be used to repay identify those assets) all existing Charter Hall Group balance sheet debt and reduce look‐through gearing.

• 7 Dates of entering +securities 12 June 2009 for Stapled Securities issued into uncertificated holdings or under: despatch of certificates •

• the Placement;

• the Institutional Entitlement Offer; and

• • the Retail Entitlement Offer for valid acceptances received by 5:00pm (Sydney time) on 10 June 2009 (early retail close date).

• 29 June 2009 for Stapled Securities issued under:

• the Retail Entitlement Offer for valid acceptances received after 5:00pm (Sydney time) on 10 June 2009 (early retail close date) and before 5:00 pm (Sydney time) on 18 June 2009 (final retail close date) (and the Stapled Securites comprising the retail shortfall); and

• • under the Placement (in compliance with Charter Hall Group's undertaking to use reasonable endeavours to ensure Gandel Group is able to hold 15% of the expanded capital base, as announced on 27 May 2009).

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Number +Class
8 Number and +class of all 748,383,639 Fully paid
+securities quoted on ASX stapled
( including the securities in securities
clause 2 if applicable)
Number +Class
9 Number and +class of all N/A
+securities not quoted on ASX
( including the securities in
clause 2 if applicable)
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• 10 Dividend policy (in the case of a There is no change in distribution policy trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters	No
	Non‐renounceable
	2 new Stapled Securities for every 7 Stapled Securities held as at the Record Date.
	Fully paid stapled securities
	7:00pm (Sydney time) on 1 June 2009
	No
	Where fractions arise in the calculation of securityholders' entitlements under the Entitlement Offer, they will be rounded down to the next whole number of new Stapled Securities.
	All countries other than Australia and New Zealand and any other jurisdictions into which it is decided to make offers.
	27 May 2009 (Institutional Entitlement Offer close) 10 June 2009 (Early Retail Entitlement Offer close) 18 June 2009 (Final Retail Entitlement Offer close)
	Macquarie Capital Advisers Limited and Goldman Sachs JBWere Pty Limited (the Underwriters)agreed to fullyunderwrite

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

21 Amount of any underwriting fee or commission	the Institutional Entitlement Offer. Alphabridge Pty Ltd ATF The Alphabridge Trust (which is part of the Gandel Group) will underwrite a proportion of the issue under the Retail Entitlement Offer equal to 38,080,000 Stapled Securities. The Underwriters elected to underwrite the remaining proportion of the Retail Entitlement Offer, but there was no remaining portion.
	Macquarie Capital Advisers Limited and Goldman Sachs JBWere Pty Limited (the Underwriters) will be paid, on the Institutional Settlement Date: ‐ an arranging fee of 0.9% of the Institutional Offer Proceeds; and ‐ an underwriting fee of 3.6% of the Institutional Offer Proceeds, (as those capitalised terms are defined in the Underwriting Agreement). The proportion of the Retail Entitlement Offer not underwritten by Gandel Group is underwritten by the Underwriters and the Underwriters will be paid: ‐ an arranging fee of 0.9% of the Underwritten Retail Offer Proceeds; and ‐ an underwriting fee of 3.6% of the Underwritten Retail Offer Proceeds, (as those capitalised terms are defined in the Underwriting Agreement). For the proportion of the Retail Entitlement Offer underwritten by Gandel Group, Gandel Group will be paid 2% of the Underwritten Amount (as defined in the Placement and Underwriting Agreement).

22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do +security holders dispose of their entitlements (except by sale through a broker)?	N/A
	N/A
	N/A
	N/A
	No prospectus or Product Disclosure Statement was prepared. A Retail Offer Booklet and Entitlement and Acceptance Form were sent to Eligible Retail Stapled Security Holders on 3 June 2009.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

• 33 +Despatch date

Refer to Item 7 of this Appendix 3B.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000

• 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 26 June 2009 (Company secretary)

Print name: Nathan Francis

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9