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CHARTER HALL LONG WALE REIT — Proxy Solicitation & Information Statement 2021
Jan 10, 2021
64662_rns_2021-01-10_8f636372-ad68-4a87-aa91-9528db82eb04.pdf
Proxy Solicitation & Information Statement
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Charter Hall Long WALE REIT
Notice of Extraordinary General Meeting of Securityholders and Explanatory Memorandum
For a meeting to be held on Friday, 5 February 2021 at 1.30 pm (Sydney Time)
Contents
| Chair’s Leter | 3 |
|---|---|
| How to participate in the Meeting | 4 |
| Notice of Meeting | 5 |
| Explanatory Memorandum | 8 |
| Appendix A – Glossary and Interpretation | 10 |
| Corporate Directory | 12 |
Separate Attachment Proxy Form
This is an important document. Please read it carefully. If you are unable to attend the Meeting, please complete the Proxy Form and return it in accordance with the instructions in this Notice of Meeting and in the Proxy Form.
11 January 2021
Level 20, No.1 Martin Place Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001
Tel +61 2 8651 9000 Fax +61 2 9221 4655 www.charterhall.com.au
Charter Hall WALE Limited (ACN 610 772 202)
Dear Securityholder,
Charter Hall Long WALE REIT – Extraordinary General Meeting
The directors of Charter Hall WALE Limited, the responsible entity of the managed investment schemes that comprise the Charter Hall Long WALE REIT (“ CLW ” or the “ REIT ”), are pleased to invite all Securityholders to an extraordinary general meeting of Securityholders of the REIT. The purpose of the Meeting is to ratify, for the purposes of Listing Rule 7.4, the Institutional Placement announced on Wednesday, 9 December 2020, to preserve CLW’s capacity to issue up to the maximum number of Securities permitted within its annual 15% limit in the next 12 months under Listing Rule 7.1, if required. The outcome of the Resolution will have no effect on the validity of the Institutional Placement. Please refer to the Explanatory Memorandum for details.
CLW has been monitoring the advice of government health authorities regarding the continuing developments in relation to the COVID-19 pandemic. In light of the social distancing requirements of the Australian and New South Wales governments currently in place and the temporary changes in legislation allowing the convening of online, rather than face-to-face, meetings, the Board has decided in the interests of the health and safety of the Securityholders, staff and other stakeholders to hold this Meeting virtually. Unfortunately, Securityholders will not be able to physically attend the Meeting.
Securityholders are able to attend and participate in the Meeting virtually via the online platform at htps://agmlive.link/ CLWEGM2101.
We recommend logging into the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:
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Enter htps://agmlive.link/CLWEGM2101 into a web browser on your computer or online device;
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Login to the online platform using your full name, email address and company name (if applicable). Securityholders will also need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode; and
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Proxyholders will be emailed their proxy code/number by the Registry, Link Market Services Limited 24 hours before the Meeting.
Information on how to attend and participate virtually is set out in the Notice of Meeting. Further information is in the Online Platform Guide which is available at htps://www.charterhall.com.au/investor/all-funds/clw/results-publications.
If you are unable to attend, please complete and return your Proxy Form by no later than 1.30 pm (Sydney time) on Wednesday, 3 February 2021 in accordance with the instructions on the attached Proxy Form.
If you require further information or have questions about voting, the Resolution or the upcoming Meeting, please contact the Registry, Link Market Services on +61 1300 303 063 (within and outside Australia).
I look forward to your online attendance at the Meeting.
Yours faithfully,
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Peeyush Gupta AM, Independent Chair
Charter Hall WALE Limited as responsible entity of the Charter Hall Long WALE REIT
3
How to Participate in the Meeting
Securityholders may attend and participate in the Meeting through an online meeting platform, where Securityholders will be able to watch, listen, submit written questions and vote online.
Live online participation (including voting)
Securityholders and proxyholders will be able to attend the Meeting, vote and ask questions online, by using the instructions below:
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Enter htps://agmlive.link/CLWEGM2101 into a web browser on your computer or online device;
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Login to the online platform using your full name, email address and company name (if applicable). Securityholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode; and
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Proxyholders will be emailed their proxy code/ number by the Registry, Link Market Services Limited 24 hours before the Meeting.
Online registration will open at 1.00 pm (Sydney time) on Friday, 5 February 2021 (i.e. half an hour before the Meeting). For further information on how to log on, ask questions and vote online, please refer to the Online Platform Guide on our website at htps://www. - - charterhall.com.au/investor/all funds/clw/results publications.
Proxy voting and proxyholder participation
Please complete and return your Proxy Form by no later than 1.30 pm (Sydney time) on Wednesday, 3 February 2021 in accordance with the instructions on the attached Proxy Form.
Proxyholders will be emailed their proxy code/number by the Registry, Link Market Services Limited 24 hours before the Meeting.
How to participate live online
Login
Securityholders and proxyholders can watch and participate in the Meeting virtually via the online platform by entering htps://agmlive.link/ CLWEGM2101 into a web browser on a computer or online device.
You will then need to login to the online platform using your full name, email address and company name (if applicable). Securityholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode. Proxyholders will need their proxy number which the Registry will provide via email prior to the Meeting.
Proxyholders will be emailed their proxy code/ number by the Registry, Link Market Services Limited 24 hours before the Meeting.
Voting online
Once registered, Securityholders and proxyholders can register to vote.
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To register to vote – click on the ‘Get a voting card’ box at the top of the webpage or below the videos
Ask a question online
You will only be able to ask a question after you have registered to vote.
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If you would like to ask a question, click on the ‘Ask a Question’ box at the top or bottom of the webpage
Questions
Securityholders will have the opportunity to ask questions at the Meeting. An opportunity for discussion will be provided on each item of business prior to Securityholders being asked to vote. Please note, only Securityholders may ask questions online once they have been verified. It may not be possible to respond to all questions. Securityholders may also lodge questions online prior to the Meeting by logging into the Registry Investor website at htps://investorcentre. linkmarketservices.com.au by 1:30 pm (Sydney time) on Wednesday, 3 February 2021.
Charter Hall Long WALE REIT
Notice of Meeting
Notice is hereby given that an extraordinary general meeting of Securityholders of the Charter Hall Long WALE REIT (“ CLW ” or “ REIT ”) will be held at 1.30 pm (Sydney time) on Friday, 5 February 2021 as a virtual meeting online at htps://agmlive.link/CLWEGM2101. Online registration will commence at 1.00 pm (Sydney time) on Friday, 5 February 2021.
Important Information:
1. The Resolution 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 10 of this Notice of Meeting.
3. The Meeting will be held in accordance with the Corporations Act, the Listing Rules and the REIT’s Constitutions. A copy of the REIT’s current Constitutions can be found on the Charter Hall Group’s website (at htps://www.charterhall.com. - - -
au/About Us/corporate governance/corporate governance-long-wale-reit)
The business of the Meeting is as follows:
Business:
Resolution 1 – Ratification of Institutional Placement To consider, and if thought fit, to pass the following resolution, as an ordinary resolution of Securityholders:
“To ratify, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 53,763,441 Stapled Securities by Charter Hall Long WALE REIT at $4.65 per Stapled Security on 15 December 2020 to certain institutional, professional and other wholesale investors under an institutional placement for the purposes and on the terms set out in the Explanatory Memorandum in the Notice of Meeting convening this meeting.”
Voting Exclusion Statements:
CLW will disregard any votes cast in favour on Resolution 1 by, or on behalf of, any person who participated in the Institutional Placement or their associates.
However, this does not apply to a vote cast in favour of Resolution 1 by:
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(i) a person as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with the directions given to the proxy or attorney to vote on Resolution 1 that way; or
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(ii) the chair of the meeting as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the chair to vote on Resolution 1 as the chair decides; or
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(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 1; and
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the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.
In accordance with section 253E of the Corporations Act, the Responsible Entity and its associates will not vote on Resolution 1 as they have an interest in Resolution 1 other than as a member of the REIT. However, the Responsible Entity and its associates may vote as proxies if their appointments specify the way they are to vote and they vote that way.
5
Entitlement to Attend and Vote
The Directors have determined that the holding of each Securityholder for the purposes of ascertaining the voting entitlements for the Meeting will be as it appears in the Register at 7.00 pm (Sydney time) on Wednesday, 3 February 2021.
Quorum
Under the Constitutions, the required quorum for the Meeting is two (2) Securityholders present in person or by proxy.
If a Securityholder returns their Proxy Form but does not nominate a representative, the Chair of the Meeting will be that Securityholder’s proxy and will vote on that Securityholder’s behalf as directed on the Proxy Form. If the Securityholder’s nominated representative does not attend the Meeting, then that Securityholder’s proxy will revert to the Chair of the Meeting who 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 that Securityholder’s Proxy Form.
Undirected Proxies
Voting by Proxy
A Securityholder is entitled to appoint a proxy to attend and vote on behalf of the Securityholder at the Meeting. A proxy need not be a Securityholder of the REIT.
A Securityholder entitled to cast two or more votes at the Meeting 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 Meeting. To be valid, Proxy Forms, and the authority under which any form appointing a proxy is signed or a certified copy of that authority (if any), must be received at the office of Link Market Services Limited ; or by facsimile to Link Market Services Limited (see contact details in bold font directly below) by no later than 1.30 pm (Sydney time) on Wednesday, 3 February 2021 in accordance with the instructions listed on the attached Proxy Form. Please note that certified copies of authorities or powers of attorney cannot be received by facsimile and may only be received by mail or by hand delivery.
The offices of Link Market Services Limited are at: 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000
Alternatively, Securityholders may vote online at htps:// investorcentre.linkmarketservices.com.au by entering their holding details as shown on the Proxy Form and postcode, then selecting ‘Voting’, and then following the prompts to lodge their vote. To use the online lodgement facility, Securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)).
Where permitted by law, the Chair of the Meeting intends to vote undirected proxies in favour of the Resolution in the Notice of Meeting.
Voting by Attorney
A Securityholder may appoint an attorney to vote on their behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by Link Market Services Limited using the contact details listed above in the section headed “Voting by Proxy” by no later than 1.30 pm (Sydney time) on Wednesday, 3 February 2021. Please note that certified copies of authorities or powers of attorney cannot be received by facsimile and may only be received by mail or by hand delivery.
Corporate Representatives
A body corporate which is a Securityholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 253B of the Corporations Act. The representative should email evidence of their appointment, including any authority under which it is signed, unless it has previously been given to Link Market Services.
Voting at the Meeting
Voting on the Resolution at this Meeting will be conducted by poll.
Charter Hall Long WALE REIT
Conduct of the Meeting
CLW is committed to ensuring that its Securityholder meetings are conducted in a manner which provides those Securityholders (or their proxyholders) who are present at the Meeting with the opportunity to participate in the business of the Meeting in an orderly fashion and to ask questions about and comment on matters relevant to the business of the Meeting or about CLW generally. CLW will not allow conduct at any Securityholder meeting which is discourteous to those who are present at the Meeting, or which in any way disrupts or interferes with the proper conduct of the Meeting. The Chair of the Meeting will exercise their powers as the Chair to ensure that the Meeting is conducted in an orderly and timely fashion, in the interests of all attending Securityholders.
As this Meeting is a virtual meeting technical issues may arise. In that event, CLW will have regard to the impact of the technical issue on Securityholders and the Chair of the Meeting may, in exercising his powers as the Chair, issue any instructions for resolving the issue and may continue the Meeting if it is appropriate to do so.
Questions and Comments by
Securityholders
At the Meeting, Securityholders will be provided with a reasonable opportunity to ask questions or make comments. For further information on how to ask questions, please refer to the Online Platform Guide on our website at: htps://www.charterhall.com.au/investor/ all-funds/clw/results-publications.
Securityholders may also lodge questions online prior to the Meeting at the Registry Investor website htps:// investorcentre.linkmarketservices.com.au by 1.30 pm (Sydney time) on Wednesday, 3 February 2021.
By order of the Board
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Charisse Nortjé Company Secretary 11 January 2021
7
Explanatory Memorandum
Resolution 1 – Ratification of Institutional Placement
On 9 December 2020, CLW announced that it would undertake an equity raising comprising a fully underwritten institutional placement to certain institutional, professional and other wholesale investors to raise approximately $250 million (the “ Institutional Placement ”).
Stapled Securities were offered under the Institutional Placement at the issue price of $4.65 per Stapled Security. New Stapled Securities issued under the Institutional Placement ranked equally with existing Stapled Securities and were entitled to the distribution for the three months to 31 December 2020.
On 10 December 2020, CLW announced the successful completion of the Institutional Placement.
The net proceeds of the Institutional Placement were used to partially fund the acquisitions and associated transaction costs of:
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a 100% interest in 76-78 Pitt Street, Sydney NSW via a sale and leaseback to Telstra for $281.5 million; and
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– a 100% interest in a new Bunnings property to be developed in Caboolture, QLD for $28.1 million.
In addition, CLW announced it had completed the acquisition of a 49.9% interest in an Endeavour Group leased pub the Parap Tavern in Darwin, NT for 9.8 million[1] .
Listing Rule 7.1 generally limits the number of Stapled Securities CLW may issue in any 12 month period to 15% of the number of Stapled Securities on issue (“ 15% Limit ”). This limit does not apply to issues approved by the Securityholders or where an exception otherwise applies. 53,763,441 Stapled Securities (amounting to circa 10.4% of the number of Stapled Securities on issue) were issued pursuant to the Institutional Placement, and thereby reduce CLW’s capacity to issue further Stapled Securities under the 15% Limit. Accordingly, unless an exception otherwise applies, under Listing Rule 7.1, CLW will only be able to place a
further 23,882,459 Stapled Securities (circa 4.6% of the total number of Stapled Securities on issue) in the next 12 months. However, if Resolution 1 is passed, the Institutional Placement will be treated as having been made with Securityholder approval for the purposes of Listing Rule 7.1. This means that the Stapled Securities issued pursuant to the Institutional Placement will no longer reduce CLW’s capacity to issue Stapled Securities under the 15% Limit.
The passing of Resolution 1 will provide CLW with maximum flexibility to manage its future capital requirements in the best interests of Securityholders. CLW has no current plan to raise further capital (although it may do so in the future).
The outcome of Resolution 1 will have no effect on the validity of the Institutional Placement.
Resolution 1 seeks the ratification by Securityholders of the issue of the 53,763,441 Stapled Securities pursuant to the Institutional Placement. The outcome of Resolution 1 will have no effect on the issue of the 53,763,441 Stapled Securities to certain institutional, professional and other wholesale investors as these have already been issued within CLW’s annual 15% limit prescribed by Listing Rule 7.1.
For the purposes of Listing Rule 7.5, details of the Institutional Placement are as set out below:
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(i) Number of securities issued:
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53,763,441 Stapled Securities
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(ii) Price at which securities were issued:
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$4.65 per Stapled Security
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(iii) The terms of the securities:
The 53,763,441 Stapled Securities issued under the Institutional Placement ranked equally in all respects with existing Stapled Securities quoted on ASX, from their issue on 15 December 2020 and subsequent quotation by the ASX.
- (iv) The name of the allottees:
- Acquisition made via the Charter Hall managed long WALE Investment Partnership, in which CLW has a 49.9% interest
Charter Hall Long WALE REIT
The Stapled Securities were issued to certain institutional, professional and other wholesale investors who were identified by J.P. Morgan Securities Australia Limited, Morgan Stanley Australia Securities Limited and UBS AG, Australia Branch, the underwriters of the Institutional Placement.
- (v) Use (or intended use) of funds raised:
As announced to the ASX on 9 December 2020, the net proceeds of the Institutional Placement were used to partially fund the acquisition and associated transaction costs of:
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a 100% interest in 76-78 Pitt Street, Sydney NSW via a sale and leaseback to Telstra for $281.5 million; and
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a 100% interest in a new Bunnings property to be developed in Caboolture, QLD for $28.1 million.
In addition, CLW announced it had completed the acquisition of a 49.9% interest in an Endeavour Group leased pub the Parap Tavern in Darwin, NT for 9.8 million[1] .
If Resolution 1 is approved, Securityholders will ratify the issue the Stapled Securities under the Institutional Placement and preserve CLW’s capacity to issue Stapled Securities within its annual 15% limit without counting the 53,763,441 Stapled Securities, the subject of this Resolution 1 in the 12 months following their issued under Listing Rule 7.1, if required.
Directors’ recommendation
The Directors unanimously recommend that Securityholders vote in favour of this Resolution 1.
- Acquisition made via the Charter Hall managed long WALE Investment Partnership, in which CLW has a 49.9% interest
9
Glossary
| ASX | ASX Limited or the market operated by it, as the context requires |
|---|---|
| Board | board of Directors of CHWALE |
| Charter Hall Group | The stapled entity comprising Charter Hall Limited (ACN 113 531 150) and Charter Hall |
| Property Trust (ARSN 113 339 147) | |
| CHWALE or the | Charter Hall WALE Limited (ABN 20 610 772 202) |
| Responsible Entity | |
| Constitutions | The constitutions of the Stapled Trusts |
| Corporations Act | the_Corporations Act 2001_(Cth) as amended from time to time |
| Directors | the directors of the Responsible Entity |
| Explanatory | the explanatory memorandum that accompanies this Notice of Meeting |
| Memorandum | |
| Institutional Placement | the issue of 53,763,441 Stapled Securities at $4.65 per Stapled Security on |
| 15 December 2020 to certain institutional, professional and other wholesale investors | |
| under a fully underwriten intuitional placement to raise approximately $250 million, | |
| as announced to the ASX on 9 December 2020. | |
| Listing Rules | the Listing Rules of ASX |
| Meeting or Extraordinary | the 2021 extraordinary general meeting of Securityholders of the REIT to be held at |
| General Meeting | 1.30 pm (Sydney time) (Sydney time), on Friday, 5 February 2021 |
| Notice of Meeting | this notice of Meeting and any notice of any adjournment of the Meeting |
| Proxy Form | the proxy form atached to this Notice of Meeting |
| PwC | PricewaterhouseCoopers |
| Register | the register of Securityholders as maintained by the Registry |
| Registry | Link Market Services Limited |
| REIT | Charter Hall Long WALE REIT, comprising Charter Hall Direct Industrial Fund (ARSN |
| 144 613 641) and LWR Finance Trust (ARSN 614 713 138), listed on the ASX ticker code | |
| “CLW” | |
| Resolution | Resolution 1 included in this Notice of Meeting |
| Securityholder | registered holder of a Stapled Security |
| Security Purchase Plan | a non-underwriten security purchase plan to eligible Securityholders in Australia |
| and New Zealand to raise up to $10 million | |
| Stapled Security | a stapled security in the REIT comprising an ordinary |
| unit in each of the Stapled Trusts | |
| Stapled Trusts | Charter Hall Direct Industrial Fund (ARSN 144 613 641) |
| and LWR Finance Trust (ARSN 614 713 138) |
Charter Hall Long WALE REIT
Interpretation
The following rules apply unless the context requires otherwise:
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(a) The singular includes the plural, and the converse also applies.
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(b) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
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(c) A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
11
Corporate Directory
Responsible Entity and Manager
Charter Hall WALE Limited ABN 20 610 772 202 AFSL 486721
Registered office
Level 20, No.1 Martin Place Sydney NSW 2000
Directors of the Responsible Entity
Peeyush Gupta AM (Chair) Glenn Fraser Ceinwen Kirk-Lennox David Harrison Carmel Hourigan
Registry
To access information on your holding or update/ change your details including name, address, tax file number, payment instructions and document requests, contact:
Link Market Services Limited
Locked Bag A14 Sydney South NSW 1235
Tel: 1300 303 063 (within Aus) +61 2 8280 7134 (outside Aus) E-mail: [email protected]
Web: linkmarketservices.com.au
Fund Manager Avi Anger
Company Secretary Mark Bryant/Charisse Nortje
Responsible Entity’s office
Level 20, No.1 Martin Place Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001
Tel: 1300 365 585 (within Aus) +61 2 8651 9000 (outside Aus) E-mail: [email protected]
Web: charterhall.com.au/clw
Investor relations
All other enquiries related to Charter Hall Long WALE REIT can be directed to Investor Relations:
Charter Hall Long WALE REIT GPO Box 2704 Sydney NSW 2001
Tel: 1300 365 585 (within Aus) +61 2 8651 9000 (outside Aus) E-mail: [email protected] Web: charterhall.com.au
ASX CLW Code
Auditor
PricewaterhouseCoopers
One International Towers Sydney Watermans Quay, Barangaroo Sydney NSW 2000
charterhall.com.au
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Charter Hall Long WALE REIT
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LODGE YOUR VOTE
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ONLINE www.linkmarketservices.com.au
BY MAIL Charter Hall Long WALE REIT C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX +61 2 9287 0309
BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000 ALL ENQUIRIES TO Telephone: 1300 303 063 Overseas: +61 1300 303 063
X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Charter Hall Long WALE REIT ( “REIT” ) and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting, or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the REIT to be held at 1:30pm (Sydney time) on Friday, 5 February 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/CLWEGM2101 (refer to details in the Notice of Meeting and the Virtual Online Meeting Guide). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the REIT 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 T Resolutions For Against Abstain * 1 Ratification of Institutional Placement
* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.
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).
CLW PRX2101N
HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM
YOUR NAME AND ADDRESS
LODGEMENT OF A PROXY FORM
This is your name and address as it appears on the REIT’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.
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 1:30pm (Sydney time) on Wednesday, 3 February 2021 , 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.
APPOINTMENT OF PROXY
Proxy Forms may be lodged using the reply paid envelope or:
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a securityholder of the REIT.
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ONLINE
www.linkmarketservices.com.au
Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ 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).
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.
BY MAIL Charter Hall Long WALE REIT
C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX +61 2 9287 0309
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the Locked Bag A14 boxes opposite each item of business. All your securities will be voted in Sydney South NSW 1235 accordance with such a direction unless you indicate only a portion of Australia 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 BY FAX you do not mark any of the boxes on the items of business, your proxy +61 2 9287 0309 may vote as he or she chooses. If you mark more than one box on an item BY HAND your vote on that item will be invalid. delivering it to Link Market Services Limited APPOINTMENT OF A SECOND PROXY 1A Homebush Bay Drive You are entitled to appoint up to two persons as proxies to attend the Rhodes NSW 2138 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the REIT’s security or Registry or you may copy this form and return them both together. Level 12 To appoint a second proxy you must: 680 George Street (a) on each of the first Proxy Form and the second Proxy Form state the Sydney NSW 2000 percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number * During business hours (Monday to Friday, 9:00am–5:00pm) of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (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.
- During business hours (Monday to Friday, 9:00am–5:00pm)
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 virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the REIT’s Registry or online at www.linkmarketservices.com.au.