CHARTER HALL SOCIAL INFRASTRUCTURE REIT — Proxy Solicitation & Information Statement 2006

Feb 16, 2006

ASX Announcement

17 February 2006

Notice of General Meeting / Change of Contact Details of Registered Office

Pursuant to ASX Listing Rule 3.17, please find attached copy Notice of General Meeting dispatched to unitholders today.

In addition, Austock Property Management Limited, the responsible entity of the Australian Education Trust ("Trust"), advises new telephone and facsimile numbers for the Trust's registered office as follows:

Tel: 03 8601 2000 Fax: 03 9670 3174

The Trust's registered office address and internet details remain unchanged.

For further information, please contact Vin Harink (Acting Chief Executive) on (03) 8601 2026.

Amanda Gawne Company Secretary Austock Property Management Limited AFSL No. 281544

Australian Education Trust ABN 58 102 955 939

Level 1, 350 Collins St Melbourne Vic 3000 T: 03 8601 2000 F: 03 9670 3174 www.educationtrust.com.au

17 February 2006

Dear Unitholder

Australian Education Trust - General Meeting

The Directors of Austock Property Management Limited invite you to attend a General Meeting of Unitholders of the Australian Education Trust ("Trust") for the purpose of ratifying a private placement of 11,138,980 units to a major investor, A.B.C. Learning Centres Limited ("ABC"), in order to refresh the Trust's capital raising capacity.

The placement of units in the Trust strengthens the relationship with ABC. The recent completion of a new Alliance Agreement with ABC, and this placement of units in the Trust, evidences ABC's commitment to the growth and future of the Trust.

The placement was made at \$1.70 which represented a 7% premium to the closing price of \$1.59 on 8 February 2006 and a 7.5% premium to the 1 month volume weighted average price (VWAP) of \$1.58.

The General Meeting of Australian Education Trust will be held as follows:

Date:	Tuesday, 14 March 2006
Registration:	$10:30$ am
Commencement:	$11:00 \text{ am}$
Venue:	Level 1, 350 Collins Street, Melbourne

Yours faithfully

Michael F Johnstone Chairman

Australian Education Trust ABN 58 102 955 939

Level 1, 350 Collins St Melbourne Vic 3000 T: 03 8601 2000 F: 03 9670 3174 www.educationtrust.com.au

NOTICE OF GENERAL MEETING

Notice is given that a meeting of the Unitholders of the Australian Education Trust ("Trust") will be held at Level 1, 350 Collins Street, Melbourne on Tuesday, 14 March 2006 at 11 a.m. (Melbourne time).

BUSINESS

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

Ratification of issue of units to A.B.C. Learning Centres Limited

"That, in compliance with Listing Rule 7.4 of the Listing Rules of the Australian Stock Exchange Limited, the issue of 11,138,980 fully paid ordinary units in the capital of the Trust to A.B.C. Learning Centres Limited on 13 February 2006 as outlined in the Explanatory Statement dated 17 February 2006 is approved."

By order of the Board of Austock Property Management Limited as responsible entity of the Australian Education Trust.

$1/9-$

A J Gawne Company Secretary 17 February 2006

NOTES

Explanatory Statement

The resolution contained in this Notice should be read in conjunction with the attached Explanatory Statement. The Explanatory Statement forms part of this Notice.

Votina Entitlements

The Directors of the Responsible Entity of the Trust have determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Trust's units quoted on Australian Stock Exchange Limited at 7 p.m. Melbourne time on 12 March 2006 are taken, for the purposes of the general meeting, to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not excluded) at the meeting.

Proxies

A Unitholder who is entitled to vote at the meeting may appoint a proxy, who need not be a Unitholder of the Trust. A Unitholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes, in which case any fraction of votes will be disregarded. Proxies (and the power of attorney or other authority (if any) under which it is signed, or a certified copy) must be received by the Unit Registry, Link Market Services Limited, by mail to Locked Bag A14, Sydney South, NSW, 1235 or by facsimile to +61 2 9287 0309 no later than 11 a.m. on Sunday, 12^th March 2006. Proxies given by corporate Unitholders must be executed in accordance with their constitutions, or signed by duly authorised attorney.

A Unitholder may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, it must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act 2001 to exercise its powers at the Meeting.

A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Trust's constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, a proxy may vote as he or she thinks fit. If a Unitholder appoints the chairperson of the meeting as the Unitholder's proxy and does not specify how the chairperson is to vote on an item of business, the chairperson will vote, as proxy for that Unitholder, in favour of the item on a poll.

Voting Exclusion Statement

The Trust will disregard any votes cast on the resolution by:

• A.B.C. Learning Centres Limited; and $(a)$
• an associate of A.B.C. Learning Centres Limited. $(b)$

However, the Trust need not disregard a vote if:

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

Corporate Representatives

A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative's appointment which must be lodged with or presented to the Trust before the Meeting.

Australian Education Trust ABN 58 102 955 939

Level 1, 350 Collins St Melbourne Vic 3000 T: 03 8601 2000 F: 03 9670 3174 www.educationtrust.com.au

EXPLANATORY STATEMENT

Introduction

The purpose of the General Meeting referred to in the accompanying Notice of Meeting is to consider the resolution set out in the Notice in accordance with Listing Rules 7.1 and 7.4 of the Listing Rules of the Australian Stock Exchange Limited ("ASX Listing Rules").

Legal and regulatory requirements

Under ASX Listing Rule 7.1, a listed trust must obtain the approval of its unitholders before it may issue securities, if the number of those securities plus the number of any securities issued in the previous 12 months, is more than 15% of the number of issued securities at the start of that 12 month period.

ASX Listing Rule 7.4 allows the unitholders of a listed trust to ratify the issue of securities made without approval under ASX Listing Rule 7.1, if the issue did not breach ASX Listing Rule 7.1.

On 13 February 2006, the Trust issued 11,138,980 fully paid ordinary units to A.B.C. Learning Centres Limited. The Trust has not issued any other securities in the past 12 months. The issue to A.B.C. Learning Centres Limited did not result in the Trust exceeding the 15% threshold however, by issuing these units, the Trust has substantially utilised its capital raising capacity.

The effect of the resolution is to refresh the capacity of the Trust to issue additional units without the need to seek further Unitholder approval. This gives the Trust greater flexibility to take advantages of opportunities to raise further capital as they arise.

ASX Listing Rule 7.5 requires the following information about the issue to be given to Unitholders:

Date of Issue:	13 February 2006
Type of Security:	Fully paid ordinary units
Number Issued:	11,138,980
Price:	\$1.70 per unit
Terms:	Ranking equally with existing fully paid ordinary units
Allottee:	A.B.C. Learning Centres Limited
Intended Use of Funds:	Working capital

Voting

Some Unitholders may not be allowed to vote on the resolutions set out in the accompanying Notice of Meeting. Please refer to the voting exclusion statement in the Notice of Meeting.

Unitholders who are unable to attend the meeting are urged to complete the proxy form and return it as soon as possible and in any event by 11 a.m. Melbourne time on Sunday, 12 March 2006.

Recommendation

The Directors of the Responsible Entity of the Trust recommend that you vote in favour of the resolution.

Dated: 17 February 2006