CHARTER HALL RETAIL REIT — Proxy Solicitation & Information Statement 2020

Jun 15, 2020

Charter Hall Retail REIT

Notice of Extraordinary General Meeting of Unitholders and Explanatory Memorandum

For a meeting to be held on Thursday, 9 July 2020 at 12.00 pm (Sydney time)

Charter Hall Retail Management Limited (ACN 069 709 468)

Contents

Contents
Chair’s Leter	3
How to Participate in the Meeting	4
Notice of Meeting	5
Explanatory Memorandum	7
Appendix A - Glossary and Interpretation	9
Corporate Directory	10

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.

Charter Hall Retail REIT

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16 June 2020

Dear Unitholder

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 Retail REIT (ARSN 093 143 965)

Charter Hall Retail REIT – Meeting of Unitholders

The directors of Charter Hall Retail Management Limited, the responsible entity of the Charter Hall Retail REIT (“ CQR ” or the “ REIT ”), are pleased to invite all Unitholders to an extraordinary general meeting of Unitholders of CQR. The purpose of the Meeting is to ratify, for the purposes of Listing Rule 7.4, the Institutional Placement announced on Monday, 27 April 2020, to preserve CQR’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, 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.

CQR has been monitoring the advice of government health authorities regarding the ongoing risks from the COVID-19 disease outbreak. 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 Unitholders, staff and other stakeholders to hold this Meeting virtually. Unfortunately, Unitholders will not be able to physically attend the Meeting.

Unitholders are able to participate in the Meeting virtually via the online platform at htps://agmlive.link/CQR202.

We recommend logging into the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

1. Enter htps://agmlive.link/CQR202 into a web browser on your computer or online device;

2. Login to the online platform using your full name, email address and company name (if applicable). Unitholders will also need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) printed at the top of the Proxy Form and postcode; and

3. Proxyholders will be emailed their proxy code/number by the CQR Registry, Link Market Services 24 hours before the Meeting.

Information on how to participate virtually is set out in the Notice of Meeting. Further information is in the Online Platform Guide which is available at https://www.charterhall.com.au/investments/funds/charter-hall-retail-reit/results-publications .

If you are unable to attend, please complete and return your Proxy Form by no later than 12.00 pm (Sydney time) on Tuesday, 7 July 2020 in accordance with the instructions on the attached Proxy Form.

If you require further information or have questions, please contact the CQR Registry, Link Market Services on +61 1300 303 063 (within and outside Australia).

I look forward to your attendance at the Meeting.

Yours faithfully

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Roger Davis, Independent Chair

Charter Hall Retail Management Limited as responsible entity of the Charter Hall Retail REIT

Charter Hall Retail REIT

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How to Participate in the Meeting

Unitholders may attend and participate in the Meeting through an online meeting platform, where Unitholders will be able to watch, listen, submit written questions and vote online.

Live online participation (including voting) Unitholders and proxyholders will be able to attend the meeting, vote and ask questions online, by using the instructions below:

1. Enter htps://agmlive.link/CQR202 into a web browser on your computer or online device;

2. Login to the online platform using your full name, email address and company name (if applicable). Unitholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) printed at the top of the Proxy Form and postcode; and

3. Proxyholders will be emailed their proxy code/number by CQR Registry, Link Market Services 24 hours before the Meeting.

Online registration will open at 11.00 am (Sydney time) on Thursday, 9 July 2020 (i.e. one 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/investments/funds/ charter-hall-retail-reit/results-publications.

Proxy voting and proxyholder participation

Please complete and return your Proxy Form by no later than 12.00 pm (Sydney time) on Tuesday, 7 July 2020 in accordance with the instructions on the attached Proxy Form.

Proxyholders will be emailed their proxy code/number by CQR Registry, Link Market Services 24 hours before the Meeting.

Questions

Unitholders will have the opportunity to ask questions at the Meeting. An opportunity for discussion will be provided on each item of business prior to Unitholders being asked to vote. Please note, only Unitholders may ask questions online once they have been verified. It may not be possible to respond to all questions. Unitholders may also lodge questions online prior to the Meeting by the CQR Registry Investor website htps:// investorcentre.linkmarketservices.com.au/Login/Login by 12.00 pm (Sydney time) on Tuesday, 7 July 2020.

How to participate live online

Login

Unitholders and proxyholders can watch and participate in the Meeting virtually via the online platform by entering htps://agmlive.link/CQR202 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). Unitholders will need their Securityholder Reference Number (SRN) or Holder Identification Number (HIN) printed at the top of the Proxy Form and postcode. Proxyholders will need their proxy number which the CQR Registry will provide via email prior to the Meeting.

Proxyholders will need to contact the CQR Registry, Link Market Services on +61 1300 303 063 (within and outside Australia) to obtain their login details to participate live online.

Voting online

Once registered, Unitholders and proxyholders can register to vote.

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.

Charter Hall Retail REIT

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CHARTER HALL RETAIL REIT (ARSN 093 143 965) (“CQR”)

Notice of Meeting

Notice is hereby given that an extraordinary general meeting of Unitholders of the Charter Hall Retail REIT will be held at 12.00 pm (Sydney time) on Thursday, 9 July 2020 as a virtual meeting online at htps://agmlive. link/CQR202. Online registration will commence at 11.00 am (Sydney time) on Thursday, 9 July 2020.

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 on page 9 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 REIT’s website (at htps://www.charterhall.com.au/About-Us/corporategovernance/corporate-governance-retail-reit )

The business of the Meeting is as follows:

Business:

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 69,909,067 Units by Charter Hall Retail REIT at $2.90 per Unit on 1 May 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:

CQR 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:

• (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

• (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

• (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:

• 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

• 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.

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 7.00 pm (Sydney time) on Tuesday, 7 July 2020.

Quorum

Under the Constitution, the required quorum for the Meeting is at least 2 Unitholders present in person or by proxy.

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

Charter Hall Retail REIT

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certified copy of that authority (if any), must be received by no later than 12.00 pm (Sydney time) on Tuesday, 7 July 2020 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.

Alternatively, Unitholders may vote online at the CQR Registry Investor website htps://investorcentre. linkmarketservices.com.au/Login/Login, 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, Unitholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)).

If a Unitholder returns their Proxy Form but does not nominate a representative, the Chair 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 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 Unitholder’s Proxy Form.

Undirected Proxies

Where permitted, the Chair of the Meeting intends to vote undirected proxies in favour of the Resolution set out 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 the Registry using the contact details listed on the Proxy Form by no later than 12.00 pm (Sydney time) on Tuesday, 7 July 2020, and for hand deliveries, no later than 12.00 pm (Sydney time) on Tuesday, 7 July 2020.

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 email evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the CQR Registry, to registrars@linkmarketservices.com. au by 12.00 pm (Sydney time) on Tuesday, 7 July 2020.

Voting at the Meeting

Voting on Resolution 1 at this Meeting will be conducted by poll.

Conduct of the Meeting

CQR is committed to ensuring that its Unitholder meetings are conducted in a manner which provides those Unitholders (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 CQR generally. CQR will not allow conduct at any unitholder 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 his or her powers as the Chair to ensure that the Meeting is conducted in an orderly and timely fashion, in the interests of all attending Unitholders.

As this Meeting is a virtual meeting technical issues may arise. In that event, CQR will have regard to the impact of the technical issue on Unitholders 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 Unitholders

At the Meeting, Unitholders will be provided with a reasonable opportunity to ask questions about or make comments. For further information on how to ask questions, please refer to the Online Platform Guide on our website at: https://www.charterhall.com.au/investments/ funds/charter-hall-retail-reit/results-publications

Unitholders may also lodge questions online prior to the Meeting at the CQR Registry Investor website https:// investorcentre.linkmarketservices.com.au/Login/Login by 12.00 pm (Sydney time) on Tuesday, 7 July 2020.

By order of the Board

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Charisse Nortjé

Company Secretary 16 June 2020

Charter Hall Retail REIT

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Explanatory Memorandum

Resolution 1 – Ratification of Institutional Placement

On 27 April 2020, CQR 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 $275 million (the “ Institutional Placement ”) and a non-underwritten unit purchase plan to eligible Unitholders in Australia and New Zealand to raise up to $25 million (“ Unit Purchase Plan ”).

Units were offered under the Institutional Placement at the issue price of $2.90 per Unit. New Units issued under the Institutional Placement ranked equally with existing CQR Units from their date of issue and are entitled to the full distribution for the half year ending 30 June 2020.

On 28 April 2020, CQR announced the successful completion of the Institutional Placement.

The net proceeds of the Institutional Placement were used to strengthen CQR’s balance sheet and provide financial flexibility to enable continued execution of strategy. Listing Rule 7.1 generally limits the number of Units CQR may issue in any 12 month period to 15% of the number of Units on issue (“ 15% Limit ”). This limit does not apply to issues approved by the Unitholders or where an exception otherwise applies.

On 31 March 2020, ASX announced temporary capital raising relief recognising that many listed entities will need to raise capital due to the effects of the COVID-19 health crisis. ASX granted a temporary class waiver, the ASX Temporary Extra Placement Capacity Class Waiver (“ Class Waiver ”), to lift the 15% limit on placements in listing rule 7.1 to 25%, conditional on entities that avail themselves of the temporary extra placement capacity either making a follow-on pro rata entitlement offer or a follow-on offer to retail investors under an security purchase plan, in each case at the same or a lower price than the placement price. On 22 April 2020, ASX announced changes to the Class Waiver and issued a revised version, permitting entities to issue over any 12 month period up to 25% of the fully paid ordinary securities they have on issue at the start of that period rather than 15% subject to certain conditions being satisfied.

The Institutional Placement was conducted by CQR under the Class Waiver measures. A total of 94,827,587 Units (amounting to circa 20.35% of the number of Units on issue) were issued pursuant to the Institutional Placement (“ Institutional Placement Units ”). The first 69,909,067 Units of the Institutional Placement

Units constitute 15% of the total number of Units on issue (“ First 15% Institutional Placement Units ”), and thereby reduce CQR’s capacity to issue further Units under the 15% Limit. Accordingly, unless an exception otherwise applies, under Listing Rule 7.1, CQR will not be able to place any further Units in the next 12 months. However, if Resolution 1 is passed, the issue of the First 15% Institutional Placement Units under the Institutional Placement will be treated as having been made with Unitholder approval for the purposes of Listing Rule 7.1. This means that the Units issued under the First 15% Institutional Placement Units pursuant to the Institutional Placement will no longer reduce CQR’s capacity to issue Units under the 15% Limit.

The passing of Resolution 1 will provide CQR with maximum flexibility to manage its future capital requirements in the best interests of Unitholders. CQR 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 Unitholders of the First 15% Placement Units pursuant to the Institutional Placement so that they are not counted towards CQR’s 15% limit under Listing Rule 7.1. The outcome of this resolution will have no effect on the issue of the 69,909,067 Units under the Institutional Placement to certain institutional, professional and other wholesale investors as these have already been issued within CQR’s annual 15% limit prescribed by Listing Rule 7.1. In addition, the outcome of this resolution will have no effect on the issue of the remaining 24,918,520 Units under the Institutional Placement to certain institutional, professional and other wholesale investors as these were issued under the Class Waiver.

For the purposes of Listing Rule 7.5, details of the Institutional Placement are as set out below:

• (i) Number of securities issued:

69,909,067 Units

• (ii) Price at which securities were issued: $2.90 per Unit

• (iii) The terms of the securities:

The 69,909,067 Units issued under the Institutional Placement ranked equally in all respects with existing Units quoted on

Charter Hall Retail REIT

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ASX, from their issue on 1 May 2020 and subsequent quotation by the ASX.

• (iv) The name of the allottees:

The Units were issued to certain institutional, professional and other wholesale investors who were identified by J.P. Morgan Securities Australia 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 27 April 2020, the net proceeds of the Institutional Placement were used to strengthen CQR’s balance sheet and provide financial flexibility to enable continued execution of strategy.

If Resolution 1 is approved, Unitholders will ratify the issue of First 15% Institutional Placement Units under the Institutional Placement and preserve CQR’s capacity to issue Units within its annual 15% limit without counting the 69,909,067 First 15% Institutional Placement Units the subject of this Resolution 1 in the 12 months following their issue under Listing Rule 7.1, if required.

Directors’ recommendation

The Directors unanimously recommend that Unitholders vote in favour of this Resolution 1.

Charter Hall Retail REIT

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Glossary

Glossary
ASX	ASX Limited
Board	the board of Directors of the Responsible Entity
Constitution	the constitutions of CQR
Corporations Act	the Corporations Act 2001(Cth)
CQR or REIT	Charter Hall Retail REIT(ARSN 093 143 965)
Directors	the directors of Charter Hall Retail Management Limited
ExplanatoryMemorandum	the explanatorymemorandum that accompanies this Notice of Meeting
First 15% Institutional	the frst 69,909,067 Units of the Institutional Placement
Placement Units	Units issued under the Institutional Placement
Institutional Placement	the issue of 94,827,587 Units at $2.90 per Unit on 1 May 2020 to
	certain institutional, professional and other wholesale investors
	under a fullyunderwriten institutionalplacement
Institutional Placement Units	94,827,587 Units issued under the Institutional Placement
ListingRules	the ListingRules of ASX
Meeting	the extraordinary general meeting of Unitholders of
	CQR to be held on Thursday,9 July2020
Notice of Meeting	this notice of Meetingand anynotice of anyadjournment of the Meeting
ProxyForm	theproxyform atached to this Notice of Meeting
Register	the register of Unitholders as maintained bythe Registry
Registry	Link Market Services Limited
Resolution	Resolution 1 included in this Notice of Meeting
Responsible Entity	Charter Hall Retail Management Limited(ABN 46 069 709 468)
Unit	a unit in CQR
Unit Purchase Plan	a non-underwriten Unit Purchase Plan to eligible Unitholders in Australia
	and New Zealand as announced to the ASX on 27 April 2020
Unitholder	A registered holder of a Unit

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.

Charter Hall Retail REIT

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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

Level 20, No.1 Martin Place Sydney NSW 2000 Telephone: +61 2 8651 9000 Facsimile: +61 2 9221 4655

Auditor

Directors

Charter Hall Retail Management Limited

Roger Davis (Chair) Sue Palmer Michael Gorman David Harrison Greg Chubb

Fund Manager Greg Chubb

Securities Exchange Australian Securities Exchange Limited

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

charterhall.com.au

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Charter Hall Retail Management Limited ABN 46 069 709 468 AFSL 246996

As responsible entity for Charter Hall Retail REIT ARSN 093 143 965

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Charter Hall Retail 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: +61 1300 303 063

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Charter Hall Retail 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 proxy, Name the Chairman of the please write the name and email of the person or body corporate you are Meeting (mark box) appointing as your proxy, noting that 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 Unitholders to be held at 12:00pm (Sydney time) on Thursday, 9 July 2020 (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/CQR202 (refer to details in the Virtual Meeting Online Guide). The Notice of Meeting of Unitholders and Explanatory Memorandum and online guide can be viewed and downloaded at the REIT’s website https://www.charterhall.com.au/investments/funds/charter-hall-retail-reit/results-publications 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 Resolution 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 show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF UNITHOLDERS – THIS MUST BE COMPLETED

Unitholder 1 (Individual) Joint Unitholder 2 (Individual) Joint Unitholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the unitholder. If a joint holding, either unitholder may sign. If signed by the unitholder’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).

CQR PRX2002N

HOW TO COMPLETE THIS UNITHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the REIT’s unit register. If this information is incorrect, please make the correction on the form. Unitholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your units 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 12:00pm (Sydney time) on Tuesday, 7 July 2020, 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 unitholder of the REIT.

• 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, unitholders 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 Number (SRN) or Holder Identification Number (HIN). 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 BY MAIL  Meeting will be voted according to the instructions set out in this Proxy Charter Hall Retail REIT Form. C/- Link Market Services Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Locked Bag A14 You may direct your proxy how to vote by placing a mark in one of the Sydney South NSW 1235 boxes opposite each item of business. All your units will be voted in Australia accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or  BY FAX number of units you wish to vote in the appropriate box or boxes. If you +61 2 9287 0309 do not mark any of the boxes on the items of business, your proxy may BY HAND vote as he or she chooses. If you mark more than one box on an item your  vote on that item will be invalid. delivering it to Link Market Services Limited 1A Homebush Bay Drive APPOINTMENT OF A SECOND PROXY Rhodes NSW 2138 You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an or additional Proxy Form may be obtained by telephoning the REIT’s unit Level 12 registry or you may copy this form and return them both together. 680 George Street To appoint a second proxy you must: Sydney NSW 2000 (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of units applicable to that * During business hours (Monday to Friday, 9:00am–5:00pm) form. If the appointments do not specify the percentage or number 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.

• During business hours (Monday to Friday, 9:00am–5:00pm)

Joint Holding: where the holding is in more than one name, either unitholder 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.

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 the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the REIT’s unit registry or online at www.linkmarketservices.com.au.