CHARTER HALL RETAIL REIT — Director's Dealing 2017

Mar 13, 2017

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Charter Hall Retail Management Limited ACN 069 709 468 AFSL 246996 Level 20, No.1 Martin Place Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001 T +61 2 8651 9000 F +61 2 9221 4655 www.charterhall.com.au

14 March 2017

Ms Stephanie Yong Senior Advisor, Listings Compliance (Sydney) ASX Compliance Pty Limited 20 Bridge Street Sydney NSW 2000

Dear Ms Yong

Charter Hall Retail REIT: Appendix 3Y - Change of Director's Interest Notice

I refer to your letter of 9 March 2017 and respond to your questions as follows:

1. Please explain why the Appendix 3Y was lodged late?

Due to an oversight, the transaction that gave rise to the obligation to lodge the notice was not notified to the Company Secretary within the required timeframe. The Director subsequently provided notice to the Company Secretary and the lodgement was made.

The trade was otherwise in accordance with the Charter Hall Securities Trading Policy and all relevant approvals were obtained.

2. What arrangements does the Trust have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

The Charter Hall Securities Trading Policy requires that each director provide written notice of relevant transactions of units to the Company Secretary within 24 hours. The Charter Hall Securities Trading Policy is available on the Charter Hall website and is provided to relevant persons at the opening and close of trading windows.

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Office. Retail. Industrial. Hospitality.

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In addition, Charter Hall has arrangements with its external registry provider to notify the Company Secretary of any movements in the holdings of Directors. This did not occur in the present circumstances due to the name in which the holding was registered being different to other holdings of the relevant Director.

3. If the current arrangements are inadequate or not being enforced, what additional steps does the Trust intend to take to ensure compliance with listing rule 3.19B?

Since becoming aware of the late lodgement:

• Charter Hall has reviewed the list of flagged holdings for which unitholding movements are notified by its external registry provider to ensure that it is accurate and current; and

• Reminded the relevant Director of their obligations under the ASX Listing Rules and provided them with another copy of the Charter Hall Securities Trading Policy.

Yours sincerely

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Mark Bryant Group General Counsel & Company Secretary

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9 March 2017

Mark Bryant Deputy General Counsel and Company Secretary Charter Hall Retail REIT Level 15, No. 1 Martin Place Sydney NSW 2000

By email

Dear Mr Bryant,

Charter Hall Retail REIT (the “Trust”) Appendix 3Y – Change of Director’s Interest Notice

We refer to the following:

1. The Appendix 3Y for Mr Francis Scott Dundas (the “Director”) lodged by the Trust with ASX Limited (“ASX”) on 11 November 2016 (the “Appendix 3Y”).

2. Listing rule 3.19A which requires an entity to tell ASX the following:

3. 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

   • On the date that the entity is admitted to the official list.

   • On the date that a director is appointed.

   • The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

4. 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

5. 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

6. Listing rule 3.19B which states as follows:

www.asx.com.au P: (02) 9227 0000 Customer service 13 12 79 info@asx.com.au

20 Bridge Street Sydney NSW 2000

ASX Compliance Pty Limited ABN 26 087 780 489

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

The Appendix 3Y lodged on 11 November 2016 indicate that change in the Director’s notifiable interests occurred on 5 September 2016. It appears that the Appendix 3Y should have been lodged with ASX by 12 September 2016. Consequently, the Trust may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Trust of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Trust make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities ‐ Obligations of Listed Entities”, we ask that you answer each of the following questions:

1. Please explain why the Appendix 3Y was lodged late.

2. What arrangements does the Trust have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

3. 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Trust intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by a return e‐mail or by facsimile on facsimile number (02) 9241 7620 . It should not be sent to the Market Announcements Office.

A response is requested as soon as possible and, in any event, no later than close of business (Sydney time) on Tuesday, 14 March 2017.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately

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Yours sincerely

• [ Sent electronically without signature ]

Stephanie Yong Senior Adviser, Listings Compliance (Sydney)

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