Pendal : Change of substantial holding in CQR

March 23, 2020 at 02:37 am EDT

Pendal Group Limited

Level 14, The Chifley Tower

2 Chifley Square

Sydney NSW 2000

Australia

ABN 28 126 385 822

Company Announcements Platform

Australian Securities Exchange Limited

20 Bridge Street

SYDNEY NSW 2000

23 March 2020

Dear Sir/Madam

Re: Notice of Change of Interests of Substantial Holder

In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Change of Interests of Substantial Holder (Form 604) in respect of Charter Hall Retail Reit (CQR).

Yours faithfully

Joanne Hawkins

Group Company Secretary

{00015748.docx}

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To	Company Name/Scheme

ACN/ARSN

1. Details of substantial holder(1)

Name

CHARTER HALL RETAIL REIT (CQR)

ARSN 093 143 965

PENDAL GROUP LIMITED (PDL)

ACN/ARSN (if applicable)	ACN 126 385 822
There was a change in the interests of the
substantial holder on		19/03/2020
The previous notice was given to the company on	25/02/2020
The previous notice was dated		21/02/2020

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice in the company or scheme, are as follows:

Class of securities (4)		Previous Notice		Present Notice
	Person's votes		Voting Power (5)	Person's votes	Voting Power (5)
ORDINARY	23,096,414		5.22%	30,205,488	6.48%
SHARES

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest	Nature of	Consideration	Class and	Person's
	changed	change (6)	given in	number of	votes
			relation to	securities	affected
			change (7)	affected
19/03/2020	PDL & its Associates, Pendal	See	See	See	See
	Fund Services Limited,	Annexure	Annexure	Annexure	Annexure
	Pendal Institutional Limited	'A'	'A'	'A'	'A'

Page 1

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered	Person entitled	Nature of	Class and	Person's votes
	holder of	to be registered	relevant interest	Number of
	securities	as holder (8)	(6)	securities
Pendal Fund	HSBC Custody	HSBC Custody	Pendal Fund	14,094,249	14,094,249
Services Limited *	Nominees	Nominees	Services Limited	Ordinary
	(Australia)	(Australia)	is the trustee or
	Limited.	Limited.	responsible entity
			of various
			managed
			investment
			schemes and, in
			that capacity, can
			exercise the
			power to vote or
			dispose of the
			shares.
Pendal Institutional	Australia and	Australia and	Pendal	16,111,239	16,111,239
Limited	New Zealand	New Zealand	Institutional	Ordinary
	Banking Group	Banking Group	Limited is the
	HSBC Custody	HSBC Custody	investment
	manager
	Nominees	Nominees	appointed by
	(Australia)	(Australia)	various
	Limited.	Limited.	superannuation
	State Street	State Street	funds,
	institutional
	Australia	Australia	investors and
	Limited	Limited	unit trusts and, in
	Citicorp	Citicorp	that capacity, can
	exercise the
	Nominees Pty	Nominees Pty	power to vote or
	Ltd	Ltd	dispose of the
			shares..

Pendal Fund Services Limited has appointed Pendal Institutional Limited to act as the investment manager of the trusts of which it is responsible entity, giving Pendal Institutional Limited the capacity to exercise the power to vote or dispose of the shares. Pendal Institutional Limited therefore also has a relevant interest in shares in which Pendal Fund Services Limited has a relevant interest.

5. Changes in association

The persons who have become associates (2) of, or ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)

Nature of association

6. Addresses
The addresses of persons named in this form are as follows:
Name	Address
Pendal Group Limited (PDL)	Level 14, Chifley Tower, 2 Chifley Square,
	Sydney NSW 2000
Pendal Fund Services Limited	Level 14, Chifley Tower, 2 Chifley Square,
	Sydney NSW 2000
Pendal Institutional Limited	Level 14, Chifley Tower, 2 Chifley Square
	SYDNEY NSW 2000
CHARTER HALL RETAIL REIT (CQR)	The Company Secretary,
	CHARTER HALL RETAIL REIT (CQR)
	Level 20, 1 Martin Place
	Sydney NSW 2000

Page 2

Signature

Print name	Joanne Hawkins	Capacity	Company Secretary
Sign here		Date	23/03/2020

DIRECTIONS

If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
See the definition of "associate" in section 9 of the Corporations Act 2001.
See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
The voting shares of a company constitute one class unless divided into separate classes.
The person's votes divided by the total votes in the body corporate scheme multiplied by 100.
Include details of:
1. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
2. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write "unknown".
Give details, if appropriate, of the present association and any changes in that association since the last substantial holding notice.

Page 3

ANNEXURE A

This is annexure 'A' referred to in Form 604, Notice of change of interests of substantial holder, lodged for Pendal Group Limited ACN 126 385 822

Joanne Hawkins - Company Secretary, Pendal Group Limited - 23/03/2020

TRANSACTION HISTORY

Sales & Purchases for the period : 22/02/2020 to 19/03/2020

SECURITY: CQR

Pendal Fund Services Limited

Date

25/02/2020

26/02/2020

27/02/2020

28/02/2020

5/03/2020

6/03/2020

9/03/2020

12/03/2020

13/03/2020

16/03/2020

18/03/2020

Date

26/02/2020

Registered Company