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CHARTER HALL GROUP Share Issue/Capital Change 2012

Sep 10, 2012

64645_rns_2012-09-10_e36d2f1f-2fbe-46d2-9774-f6c163c7393a.pdf

Share Issue/Capital Change

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11 September 2012

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

==> picture [157 x 86] intentionally omitted <==

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 So,

Performance Rights and Options Plan

Please be advised of the following changes to the number of stapled securities, options and performance rights within the Charter Hall Performance Rights and Options Plan ( PROP ):

  • Exercise of 100,965 options and performance rights and issue of stapled securities; and

  • Lapse of 171,989 options and performance rights.

As a result of the above there are now 298,500,312 stapled securities on issue.

Please find attached the Appendix 3B in regards to the above.

Please contact the undersigned if you require further information.

Yours faithfully

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Carolyne Rodger Company Secretary

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.

Name of entity

Charter Hall Group formed by stapling the shares of Charter Hall Limited and the units of Charter Hall Property Trust

ABN

Charter Hall Limited ABN 57 113 531 150 Charter Hall Property Trust ABN 72 051 224 311

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 a) Stapled Securities b) Stapled Securities

2 Number of[+] securities issued or to be issued (if known) or maximum a) 28,848 number which may be issued b) 72,117

3 Principal terms of the[+] securities (eg, if options, exercise price and a) Fully Paid Stapled Securities expiry date; if partly paid b) Fully Paid Stapled Securities +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

  • 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

a) Yes b) Yes

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

a) Nil b) $2.44

  • 6 Purpose of the issue (If issued as consideration for the Exercise of options and performance rights under acquisition of assets, clearly identify those the Charter Hall Performance Rights and Options assets) Plan (PROP)

  • 7 Dates of entering +securities into uncertificated holdings or despatch of 10 September 2012 certificates Number ~~+~~ Class

  • 8 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 298,500,312 CHC Stapled Securities 2 if applicable)

  • 9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2 if applicable)

Number ~~+~~Class
465,388
3,242,634
772,824
72,988
260,054
418,278
1,015,374
647,264
27,243
1,257,996
1,163,464
CHCAZ Performance Rights
CHCAB Performance Rights
CHCAS Performance Rights
CHCAY Service Rights
CHCAD Service Rights
CHCAK Options
CHCAO Options
CHCAQ Options
CHCAA Options
CHCAU Options
CHCAW Options
  • 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

As per the existing stapled securities

Part 2 - Bonus issue or pro rata issue

  • 11 Is security holder approval required?

  • 11 Is security holder approval required? N/A 12 Is the issue renounceable or non-renounceable? N/A 13 Ratio in which the[+] securities will be offered N/A 14 +Class of +securities to which the offer relates N/A 15 +Record date to determine entitlements N/A 16 Will holdings on different registers (or N/A subregisters) be aggregated for calculating entitlements?

  • 17 N/A

  • 17 Policy for deciding entitlements in relation to fractions

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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
21
Amount of any underwriting fee or commission
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)?
33
+Despatch date
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 N/A +quotation is sought 39 Class of[+] securities for which quotation is N/A sought

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

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
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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.

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

  • 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.

Sign here: Date: 11 September 2012

Print name: Carolyne Rodger Company Secretary

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003