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CHARTER HALL RETAIL REIT Proxy Solicitation & Information Statement 2014

Jan 9, 2014

64699_rns_2014-01-09_2404bf72-ba92-4a15-a322-2a2510582671.pdf

Proxy Solicitation & Information Statement

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Retail

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Charter Hall Retail REIT

Notice of extraordinary general meeting of unitholders and explanatory memorandum

For a meeting to be held on 3 February 2014 at 3:00pm (Australian Eastern Daylight Time) at Christie Conference Centre, Han Room, Mezzanine Level 3, Spring Street, Sydney NSW 2000

2 / Charter Hall Retail REIT

Contents

Contents
Chairman’s Letter 03
Location of the Meeting 04
Meeting Agenda 05
Meeting Protocol 05
Notice of Meeting 06
Explanatory Memorandum 08
Glossary and Interpretation 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 and in the proxy form.

2014 Notice of meeting / 3

10 January 2014

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/cqr

Charter Hall Retail REIT (ARSN 093 143 965)

Dear Unitholder

Charter Hall Retail REIT - Extraordinary General Meeting of Unitholders

The directors of Charter Hall Retail Management Limited, the responsible entity of Charter Hall Retail REIT, invite all Unitholders to an extraordinary general meeting of Unitholders of the REIT, to consider the matters set out in the enclosed Notice of Meeting and Explanatory Memorandum.

The Meeting will be held on 3 February 2014 at 3:00pm (Australian Eastern Daylight Time).

Please find enclosed the Notice of Meeting, Explanatory Memorandum, proxy form and business reply envelope.

If you are attending the Meeting, please bring the attached proxy form with you, as the barcode will assist in the registration process. If you are unable to attend, please complete and return your proxy form by no later than 3:00pm (Australian Eastern Daylight Time) on 1 February 2014 in accordance with the instructions on the attached proxy form.

If you require further information or have questions, please contact the Charter Hall Retail REIT Registry on +61 1300 303 063 (within and outside Australia).

I look forward to your attendance at the Meeting.

Yours sincerely

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John Harkness

Chairman

4 / Charter Hall Retail REIT

Location of the meeting

Venue

The Meeting of Unitholders of Charter Hall Retail REIT will be held at:

Christie Conference Centre Han Room, Mezzanine Level 3 Spring Street Sydney NSW 2000

Commencing

3:00pm (Australian Eastern Daylight Time) Monday, 3 February 2014

3 Spring Street Sydney

See map for address details.

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Wynyard Station
Martin Place Station
Bridge St
Cahill Expressway
Martin Place
King St
Hunter St
Spring St Bent St
Western Distributor George St
Phillip St
Pitt St Elizabeth St
George St
York St
Kent St Clarence St
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2014 Notice of meeting / 5

Meeting agenda

Monday 3 February 2014

  • 2:30pm Registration begins

  • 3:00pm Meeting commences Welcome to Unitholders – Chairman Items of Business

Meeting protocol

The Meeting is an important event and we encourage Unitholders to actively participate.

Important information about the conduct of the Meeting is set out below.

Voting on all of the resolutions will be conducted by way of a poll.

Discussion and asking questions

Discussion will take place on all the items of business as set out on page 6.

The Explanatory Memorandum provides further information relating to the items of business.

Unitholders will have the opportunity to ask questions at the Meeting.

To ensure that as many Unitholders as possible have the opportunity to speak, Unitholders are requested to observe the following guidelines:

  • Please keep questions as brief as possible and relevant to the matters being discussed.

  • If a Unitholder has more than one question, please ask all questions at the one time.

Unitholders who are unable to attend the Meeting or who prefer to register questions in advance are invited to do so. Please go to www.linkmarketservices.com.au, select Voting then log-in to “Ask a Question”.

An opportunity for discussion will be provided on each item of business prior to Unitholders being asked to vote.

Webcast and photography

For those that may not be able to attend the Meeting, a live broadcast of the Meeting will be available at www.charterhall.com.au.

For the safety and security of all those present at the Meeting, cameras and recording devices are not permitted.

6 / Charter Hall Retail REIT

Notice of meeting

Charter Hall Retail REIT (ARSN 093 143 965)

Notice is hereby given that an extraordinary general meeting of Unitholders of Charter Hall Retail REIT will be held at: Christie Conference Centre, Han Room, Mezzanine Level 3 Spring Street, Sydney NSW 2000 At 3:00pm on 3 February 2014.

Important Information:

  • 1) The resolutions should be read in conjunction with the Explanatory Memorandum which follows.

  • 2) Certain terms and abbreviations used below are defined in the Glossary on page 12 of the Explanatory Memorandum accompanying this Notice of Meeting.

  • 3) The Meeting will be held in accordance with the Corporations Act, the Listing Rules, and the REIT’s Constitution. A copy of the REIT’s current Constitution can be found on the Charter Hall Group’s website www.charterhall.com.au/Funds/ Retail/Charter-Hall-Retail-REIT/About/CorporateGovernance/.

The business of the Meeting is as follows:

Resolution 1 – Ratification of institutional placement To consider, and if thought fit, pass the following resolution, as an ordinary resolution of Unitholders:

  • “To ratify, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 21,052,632 fully paid ordinary units by Charter Hall Retail REIT at $3.80 per unit on 28 November 2013 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.”

Resolution 2 – Approval of issue of units to Charter Hall Group

To consider, and if thought fit, pass the following resolution, as an ordinary resolution of Unitholders:

  • ”To approve, for the purposes of Listing Rule 10.11 and for all other purposes, the issue of 2,186,273 fully paid ordinary units by Charter Hall Retail REIT at $3.6635 per unit to a member of the Charter Hall Group, a related party of Charter Hall Retail REIT, under a placement for the purposes and on the terms set out in the Explanatory Memorandum in the Notice of Meeting convening this meeting.”

Resolution 3 – Amendments to constitution

To consider, and if thought fit, pass the following resolution, as a special resolution of Unitholders:

”That the constitution of Charter Hall Retail REIT is amended, with effect from the date of lodgement with the Australian Securities and Investments Commission, in accordance with the provisions of the Supplemental Deed tabled at the meeting and signed by the Chair of the meeting for the purpose of identification, and that Charter Hall Retail Management Limited is authorised to execute the Supplemental Deed and lodge it with the Australian Securities and Investments Commission.”

Entitlement to attend and vote

The Directors have determined that the holding of each Unitholder for the purposes of ascertaining the voting entitlements for the Meeting will be as it appears in the Register at 7:00pm on Friday 31 January 2014.

Voting by proxy

A Unitholder is entitled to appoint a proxy to attend and vote on behalf of the Unitholder at the Meeting. A proxy need not be a Unitholder of the REIT.

A Unitholder 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 Unitholder 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 by no later than 3:00pm (Australian Eastern Daylight Time) on 1 February 2014 in accordance with the instructions listed on the attached proxy form.

Alternatively, Unitholders may vote online at

www.linkmarketservices.com.au, by entering their holding details as shown on the proxy form, then selecting ‘Voting’, and then following the prompts to lodge their vote. To use the online lodgement facility, Unitholders will need their “Holder Identifier” (Unitholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

2014 Notice of meeting / 7

If a Unitholder returns their proxy form but does not nominate a representative, the Chairman of the Meeting will be that Unitholder’s proxy and will vote on that Unitholder’s behalf as directed on the proxy form. If the Unitholder’s nominated representative does not attend the Meeting, then that Unitholder’s proxy will revert to the Chairman 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 Unitholder’s proxy form.

Undirected proxies

Where permitted, the Chairman of the Meeting in respect of each item of business intends to vote undirected proxies in favour of each of the items of business in the Notice of Meeting.

Voting by attorney

A Unitholder may appoint an attorney to vote on his/her 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 on the proxy form by no later than 3:00pm (Australian Eastern Daylight Time) on 1 February 2014.

Corporate representatives

A body corporate which is a Unitholder, 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 bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to Link Market Services.

By order of the Board

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Rebecca Pierro Company Secretary 10 January 2014

8 / Charter Hall Retail REIT

Explanatory memorandum

Resolution 1 – Ratification of institutional placement

On 22 November 2013, the Responsible Entity announced a fully underwritten institutional placement to certain institutional, professional and other wholesale investors which raised gross proceeds of approximately $80 million by way of the issue of 21,052,632 fully paid ordinary units at $3.80 per unit. The units were issued pursuant to the REIT’s 15% capacity under Listing Rule 7.1 (the Institutional Placement ). The proceeds of the Institutional Placement were used to partially fund the acquisition of Rosebud Plaza.

Under Listing Rule 7.1, subject to certain exceptions, a listed entity may not issue equity securities in any 12 month period which exceed 15% of the number of securities of the entity on issue at the beginning of the 12-month period, except with the prior approval by the security holders of the entity of the precise terms and conditions of the proposed issue.

Under Listing Rule 7.4, an issue of securities made without security holder approval under Listing Rule 7.1 is treated as having been made with approval for the purposes of that Listing Rule 7.1, if the issue did not breach Listing Rule 7.1 and the holders of ordinary securities subsequently approve the issue.

Resolution 1 seeks the ratification by Unitholders of the issue of the 21,052,632 units pursuant to the Institutional Placement. The outcome of this Resolution 1 will have no effect on the issue of the 21,052,632 units to certain institutional, professional and other wholesale investors as these have already been issued within the REIT’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:

  • (i) Number of securities issued:

21,052,632 fully paid ordinary units

  • (ii) Price at which securities were issued: $3.80 per unit

  • (iii) The terms of the securities:

The units issued under the Institutional Placement rank equally in all respects with existing issued fully paid ordinary units of the REIT quoted on ASX, from their issue on 28 November 2013 and subsequent quotation by ASX.

  • (iv) The name of the allottees:

The units were issued to certain institutional, professional and other wholesale investors who were identified by Citigroup Global Markets Australia Pty Limited and Macquarie Capital (Australia) Limited, the joint lead managers and underwriters of the Institutional Placement.

  • (v) Use (or intended use) of funds raised: The funds raised were used by the REIT to partially fund its acquisition of Rosebud Plaza.

If Resolution 1 is approved, Unitholders will ratify the issue of units under the Institutional Placement and preserve the REIT’s capacity to issue up to the maximum number of units permitted within its annual 15% limit in the next 12 months under Listing Rule 7.1 and the Constitution, if required.

Directors’ recommendation

The Directors unanimously recommend that Unitholders vote in favour of this resolution.

Voting exclusion statement

The Responsible Entity will disregard any votes cast on this Resolution by:

  • (i) Any person who participated in the Institutional Placement and their associates.

  • (ii) Any proxy holder, whether of a directed or undirected proxy, for any person who participated in the Institutional Placement and their associates.

However, the Responsible Entity need not disregard a vote if:

  • (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

  • (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2 – Approval of issue of units to Charter Hall Group

On 22 November 2013, the Responsible Entity announced that Charter Hall Group (being a stapled entity comprising Charter Hall Limited and Charter Hall Funds Management Limited as responsible entity for Charter Hall Property Trust) had accepted its offer of a conditional pro-rata placement of 2,186,273 units at $3.6635 per unit, which is subject to Unitholder approval (the Conditional Placement). The issue price per unit under the Conditional Placement reflects the price at which units were issued under the Institutional Placement, less an amount representing the December 2013 half-year distribution. This is because the units to be issued under the Conditional Placement, unlike the units issued under the Institutional Placement, do not carry any entitlement to the December 2013 half-year distribution.

Under Listing Rule 10.11, subject to certain exceptions, an entity must not issue or agree to issue equity securities, without the approval of holders of ordinary securities, to a related party or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained.

Charter Hall Group is a related party of CHRML in its capacity as responsible entity of the REIT.

Resolution 2 seeks the approval by Unitholders of the issue of the 2,186,273 units pursuant to the Conditional Placement.

For the purposes of Listing Rule 10.13, details of the Conditional Placement are as set out below:

  • (i) Name of the relevant person: Charter Hall Co-Investment Trust

  • (ii) Maximum number of securities to be issued: 2,186,273 fully paid ordinary units

  • (iii) The date by which the securities will be issued: The date of the December 2013 REIT’s half year results announcement, anticipated to be on or about 14 February 2014, and in any case no later than one month after the date of the Meeting

2014 Notice of meeting / 9

  • (iv) Nature of relationship between the parties: CHRML (the responsible entity of the REIT) is a subsidiary of Charter Hall Limited, which is also the parent company of the responsible entity of Charter Hall Property Trust. The Charter Hall Co-Investment Trust is a sub-trust of Charter Hall Property Trust, and is therefore a related party of CHRML.

  • (v) The issue price of the securities and a statement of the terms of the issue: The units will be issued at a price of $3.6635 per unit, and will rank equally in all respects with existing issued fully paid ordinary units of the REIT quoted on ASX, from their issue and subsequent quotation by ASX.

  • (vi) Intended use of funds:

The funds raised will be used by the REIT to partially repay debt used to fund the acquisition of Rosebud Plaza.

If Resolution 2 is approved, the Conditional Placement will become unconditional and will raise approximately $8 million in funds from the Charter Hall Group, which will be used to partially repay debt used to fund the REIT’s acquisition of Rosebud Plaza.

Directors’ recommendation

The Independent Directors unanimously recommend that Unitholders vote in favour of this resolution.

  1. Background

Under the Corporations Act, the Constitution of the REIT must make adequate provision for the issue price of interests in the REIT. This requires the Constitution to set out prescriptive pricing provisions for the issue of units in the REIT.

Under the previous ASIC Class Order [CO 05/26] (Class Order 05/26) relief, on which the Constitution is currently partly based, these requirements were relaxed to allow a responsible entity to exercise limited discretions, provided certain pricing restrictions (e.g., maximum discounts) and other conditions were met, when setting the issue price for units in placements, rights issues, under security purchase plans and distribution reinvestment plans.

ASIC has recently completed a review of the issue price relief and determined to issue new unit pricing relief pursuant to ASIC Class Order [CO 13/655] (Class Order 13/655) to allow greater flexibility for responsible entities to set the price at which interests may be issued. All managed investment schemes registered from 1 October 2013 must operate under Class Order 13/655. For existing registered managed investment schemes, such as the REIT, the responsible entity may elect to opt in to take the benefit of the new unit pricing relief.

Voting exclusion statement

The Responsible Entity will disregard any votes cast on this Resolution by:

  • (i) Charter Hall Group and its associates.

  • (ii) Any proxy holder, whether of a directed or undirected proxy, for Charter Hall Group and its associates.

However, the Responsible Entity need not disregard a vote if:

  • (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

  • (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3 – Amendments to constitution

CHRML proposes to amend the provisions of the Constitution of the REIT to allow CHRML to rely, in certain circumstances, on the more flexible unit pricing class order relief recently issued by ASIC when raising capital in the future. CHRML also proposes to make other amendments to the Constitution to give CHRML greater flexibility in its administration of the REIT and to modernise the terms of the Constitution by reflecting other changes in law, ASIC policy and market practice which have occurred since the Constitution was last amended in 2010.

A copy of the proposed supplemental deed that would give effect to the amendments to the Constitution can be viewed prior to the Meeting on the REIT’s website at www.charterhall.com.au/cqr.

10 / Charter Hall Retail REIT

2. Proposed amendments

The effect of the proposed amendments is as follows:

Issue Operation of current provisions1 Proposed amendments
Placements While units are Offcially Quoted, CHRML may It is proposed that these provisions be
at any time issue units to any person: amended so as to clarify that:
(a) at the current Market Price of units; or (a) CHRML can determine the issue price for
(b) at a price which is not less than 85% of the
weighted average market price, provided that
CHRML complies with the ASX Listing Rules
and any applicable ASIC relief – including a
15% annual volume cap.
placements in its discretion without obtaining
Unitholder approval provided that the issue
price is not at more than a 10% discount to the
current Market Price (ie, retaining this existing
limit); and
Even if units are issued by way of a placement
at a price which is not less than 85% of the
weighted average market price, there is
current a separate pricing restriction in the
(b) units may be issued under a placement at
an issue price which refects a discount of more
than 10% subject to CHRML frst obtaining
Unitholder approval.
Constitution which prohibits CHRML from In order to avoid inconsistency with the ASX
issuing units at more than a 10% discount Listing Rules, it is also proposed to amend the
to the current Market Price without having Constitution so as to remove certain conditions
obtained Member approval. in accordance with Class Order 13/655.
Rights issues While units are Offcially Quoted, CHRML It is proposed that these provisions be
may at any time issue units to all Unitholders amended so as to allow CHRML to determine
without member approval by way of a rights the issue price for rights issues in its discretion
issue provided that: (i.e., removing the maximum discount)
(a) all members are offered units at the same
Application Price on a pro rata basis; and
and removing certain other conditions in
accordance with Class Order 13/655.
(b) the Application Price is not less than 50%
of the current Market Price.
Distribution While units are Offcially Quoted, the It is proposed that these provisions be
reinvestment plan Application Price payable for each additional amended so as to allow CHRML to determine
unit on reinvestment of distributions is the issue price (including the method by
determined with reference to the Market Price which that price is determined) for distribution
of the units after they go ex-distribution less reinvestment in its discretion (i.e., removing the
such discount, if any, not exceeding 10% as maximum discount) in accordance with Class
CHRML determines. Order 13/655.
Interest purchase The current provisions of the Constitution do It is proposed that CHRML include a provision
plans not include a specifc mechanism allowing in the Constitution giving CHRML power to
CHRML to issue units at a discount to issue units pursuant to interest purchase plans
existing Unitholders (up to an annual cap of at a price determined by CHRML in accordance
$15,000 per Unitholder) in accordance with with ASIC Class Order [CO 09/425].
ASIC Class Order [CO 09/425]. Under the
current arrangements, CHRML is permitted to
undertake interest purchase plans but there
are restrictions around the price at which
those interests may be issued.
Power to issue Currently, the Constitution expressly It is proposed that a more general power to
options contemplates that options may be issued, issue options be included in the Constitution.
but that express power is limited to issues to
existing members.

Note:

  1. The capitalised terms which appear in this column and are not otherwise defined in this document, have the meaning given to those terms in the Constitution. For instance, ‘current Market Price’ generally means the volume weighted average price (VWAP) of units in respect of the 10-business-day period ending on the business day prior to the day on which the market price is being determined.

2014 Notice of meeting / 11

Issue Operation of current provisions1 Operation of current provisions1 Proposed amendments
Options issued pro The current provisions of the Constitution While it is not proposed to change the existing
rata to members impose a maximum discount of 20% in maximum discount of 20% for pro rata issues
relation to the exercise price for a unit to be of options, it is proposed to remove certain
issued on exercise of an Option, where the other conditions in accordance with Class
Option is issued pursuant to pari passu Order 13/655.
offer to all Members and subject to certain
other conditions.
Power to Not applicable. It is proposed that a provision expressly
issue fnancial providing CHRML with the power to issue
instruments fnancial instruments such as convertible notes
be included in the Constitution.
Any redemption or conversion into units would
be in accordance with applicable ASIC pricing
relief and the provisions of the Constitution.
To contemplate the REIT having fnancial
instruments on issue, a number of
consequential amendments will be required
throughout the Constitution to ensure that
relevant provisions applicable to units will apply
equally to fnancial instruments (e.g., in relation
to transfers, registers, notices to holders,
complaints by holders, information from
members, recoverable expenses etc.). These
provisions will also be amended to apply
equally to options where they do not already.
Constitutional Clause 22.2 of the existing Constitution It is proposed that this clause be amended to
amendments contemplates that the Constitution be provide greater fexibility to CHRML such that, if
for statutory able to incorporate, by reference, updated the amended clause was in force, CHRML would
requirements ASIC Policy and updated ASX Listing Rules be able to opt in to changes to ASIC policy
requirements in certain circumstances. (e.g., the unit pricing regime) from time to time
without having to obtain Unitholder approval in
accordance with a special resolution.
Information from Not applicable It is proposed that a clause be inserted into the
unitholders Constitution which would require Unitholders to
provide to CHRML any information that CHRML
requests and which it reasonably believes is
necessary to comply with the law, avoid amounts
being withheld from any payments to the REIT or
Unitholders, or lessen the risk of the REIT or any
Unitholder suffering a material detriment.
Such a clause would, for instance, assist
CHRML in its compliance with legislation such
as the Anti-Money Laundering and Counter-
Terrorism Financing Act 2006 (Cth) and Chapter
4 of subtitle A of the Internal Revenue Code of
1986 (US), which is commonly referred to as
FATCA, which can require responsible entities
to enter into an agreement with the US Internal
Revenue Service or provide information about
US-based Unitholders.

Directors’ recommendation

The Directors unanimously recommend that Unitholders vote in favour of this resolution.

12 / Charter Hall Retail REIT

Glossary

ASIC Australian Securities and Investments Commission
ASX ASX Limited or the Australian Securities Exchange, as relevant
Board board of Directors of CHRML
Charter Hall Group Charter Hall Limited (ACN 113 531 150) and Charter Hall Property Trust
(ARSN 113 339 147) and their controlled entities
CHRML or the Responsible Entity Charter Hall Retail Management Limited (ACN 113 531 150)
Conditional Placement the conditional pro-rata placement of 2,186,273 fully paid ordinary units at $3.6635
per unit to Charter Hall Group announced on 22 November 2013
Constitution the constitution governing the REIT dated 21 July 1995 as amended from time to time
Corporations Act the Corporations Act 2001 (Cth)
Directors the directors of CHRML
Explanatory Memorandum the explanatory memorandum that accompanies this Notice of Meeting
Independent Directors John Harkness, Maurice Koop, and Alan Rattray-Wood
Institutional Placement the issue of 21,052,632 fully paid ordinary units at $3.80 per unit on 28 November
2013 to certain institutional, professional and other wholesale investors under a fully
underwritten institutional placement
Listing Rules Listing Rules of ASX
Meeting the extraordinary general meeting of Unitholders of the REIT to be held on
3 February 2014
Notice of Meeting this notice of Meeting and any notice of any adjournment of the Meeting
Register the register of Unitholders as maintained by Link Market Services Limited
REIT Charter Hall Retail REIT (ARSN 093 143 965)
Unitholder registered holder of a unit in the REIT

Interpretation

The following rules apply unless the context requires otherwise:

(a) The singular includes the plural, and the converse also applies.

(b) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(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.

2014 Notice of meeting / 13

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14 / Charter Hall Retail REIT

Corporate Directory

Corporate head office and registered office Charter Hall Retail REIT ARSN 093 143 965

Charter Hall Retail Management Limited as responsible entity of Charter Hall Retail REIT ACN 069 709 468

Directors

Charter Hall Retail Management Limited

John Harkness (Chairman) Maurice Koop Alan Rattray-Wood David Harrison David Southon

Level 11 333 George Street Sydney NSW 2000

Telephone: +61 2 8908 4000 Facsimile: +61 2 8908 4040

Company Secretary Rebecca Pierro

Securities Exchange Australian Securities Exchange Limited

Lawyers

Allens Deutsche Bank Place Corner Hunter and Phillip Streets Sydney NSW 2000

Auditor

PricewaterhouseCoopers Darling Park Tower 2 201 Sussex Street Sydney NSW 2000

Principal Register

Link Market Services Level 12 680 George Street Sydney NSW 2000

Telephone: 1300 303 063 Facsimile: +61 2 9287 0303 Proxy Facsimile: +61 2 9287 0309

2014 Notice of meeting / 15

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16 / Charter Hall Retail REIT

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www.charterhall.com.au/cqr