CHARTER HALL GROUP — Share Issue/Capital Change 2012

Apr 19, 2012

20 April 2012

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

Dear Ms So,

Performance Rights and Options Plan

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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

Please be advised of the following changes to the number of stapled securities within the Charter Hall Performance Rights and Options Plan (PROP).

• Exercise of 43,367 options and issue of stapled securities.

This will result in the following PROP balance adjustments:

Security	Description	On Issue	Exercise of Options	Balances after exercise
CHCAZ	PerformanceRightsExp1Jul 2013	465,388	No change	465,388
CHCAB	PerformanceRightsExp1Jul 2014	3,825,184	No change	3,825,184
CHCAM	PerformanceRightsExp1Jul 2012	587,488	No change	587,488
CHCAS	PerformanceRightsExp1Jul 2013	1,057,762	No change	1,057,762
CHCAY	Service Rights Exp 01-Jul-2013	157,697	No change	157,697
CHCAK	OptExp 04-Nov 2014 Ex$1.94	1,898,632	-43,367	1,855,265
CHCAO	OptExp13-Nov-2014 Ex$1.94	1,095,889	No change	1,095,889
CHCAQ	OptExp18-Jun-2015Ex$2.80	1,089,272	No change	1,089,272
CHCAA	OptExp 6-Sep-2015Ex$2.35	123,397	No change	123,397
CHCAU	OptExp 06-Sep-2015Ex$2.44	1,432,280	No change	1,432,280
CHCAW	OptExp 06-Sep-2015Ex$2.44	1,163,464	No change	1,163,464
	Total	12,896,453	-43,367	12,853,086

Note: Opt = option, Exp = expiry, Ex = exercise price

As a result of the above there are now 296,745,653[1] stapled securities on issue.

---

1 - Includes 678,055 securities issued under the Executive Loan Security Plan which are not recognised for accounting purposes in accordance with AASB 2 Share Based Payments. Therefore the number of securities that should be used for NTA, EPS and DPS purposes is 296,067,598.

Please find attached the Appendix 3B in regards to the above. Please contact the undersigned if you require further information.

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Yours faithfully

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Natalie Allen Company Secretary

Appendix 3B New issue announcement

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 Stapled Securities 2 Number of[+] securities issued or to be issued (if known) or maximum 43,367 number which may be issued 3 Principal terms of the[+] securities (eg, if options, exercise price and expiry Fully Paid Stapled Securities date; if partly paid[+] 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

Appendix 3B New issue announcement

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable)	Yes	Yes
	Exercise of 43,367 Options under the Charter Hall Performance Rights and Options Plan (PROP)
	20 Apr 2012
	Number	~~+~~Class
	296,745,653	CHC Stapled Securities

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	~~+~~Class
	465,388 3,825,184 587,488 1,057,762 157,697 1,855,265 1,095,889 1,089,272 123,397 1,432,280 1,163,464	CHCAZ Performance Rights CHCAB Performance Rights CHCAM Performance Rights CHCAS Performance Rights CHCAY Service Rights CHCAK Options CHCAO Options CHCAQ Options CHCAA Options CHCAU Options CHCAW Options
	N/A

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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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)?	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.

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Appendix 3B New issue announcement

33 +Despatch date N/A

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 N/A quotation is sought

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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
	Number	+Class
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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.

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Appendix 3B New issue announcement

• 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:

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Date: 20 April 2012

Print name: Natalie Allen Company Secretary

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003