Charter Hall : CHC Notice of 2022 Annual General Meeting and Explanatory Memorandum

Charter Hall Group

Notice of 2022

Annual General

Meeting and

Explanatory

Memorandum

For a meeting to be held on Wednesday, 16 November 2022 at 2.30pm (AEDT)

Charter Hall Group*

*Charter Hall Limited (ACN 113 531 150) *Charter Hall Property Trust (ARSN 113 339 147)

Charter Hall Group

Contents

Chair's Letter	4
Location of the Meeting	5
Meeting Agenda	7
Meeting Protocol	7
Notice of Meeting	8
Entitlement to attend and vote	10
Explanatory Memorandum	12
Glossary and Interpretation	18
Corporate Directory	19

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.

Cover: Wesley Place, 130 Lonsdale Street, Melbourne VIC

Left: 6 Hassall Street, Parramatta NSW

Notice of 2022 Annual General Meeting and Explanatory Memorandum

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Charter Hall Group

Chair's Letter

14 October 2022

Dear Securityholder,

Charter Hall Limited and Charter Hall Property Trust (Charter Hall Group) - Annual General Meeting

It is with pleasure that I invite you to the 2022 Annual General Meeting of Charter Hall Group (the Meeting) for a briefing on the Group's operations for the

2022 financial year and to consider the matters set out in the enclosed Notice of Meeting and Explanatory Memorandum.

The Meeting will be held on Wednesday,

16 November 2022 at 2.30pm (AEDT) at the offices of Charter Hall Group, Level 20, No.1 Martin Place, Sydney NSW 2000.

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

Securityholders have the opportunity to submit questions and/or to address questions to me, as Chair, and/or our external auditor, PricewaterhouseCoopers (PwC), prior to the Meeting. To do this, please log on to www.linkmarketservices.com.au, select "Voting", then click "Ask a Question". Representatives from PwC will be present at the Meeting to respond to the questions received and as well as any additional questions. Please note that written questions for PwC must be sent to, and received by, Link Market Services Limited by no later than 5.00pm on Wednesday, 9 November 2022 in accordance with the instructions on the website.

If you require further information or have questions, please contact the Charter Hall Group Registry on 1300 664 498.

Location of the Meeting

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 2.30pm (AEDT) on Monday, 14 November 2022 in accordance with the instructions on the attached proxy form.

I look forward to your participation at the Meeting.

Yours sincerely,

David Clarke

Chairman of Charter Hall Group

No.1 Martin Place, Sydney NSW

Venue

The Meeting of the Securityholders of Charter Hall Group will be held at:

Charter Hall

Level 20, No. 1 Martin Place

Sydney NSW 2000

Commencing

2.30pm AEDT,

Wednesday, 16 November 2022.

Charter Hall Head Office

The office is conveniently situated in the middle of the Sydney CBD and within close proximity to the city's ferry, light rail, bus and taxi facilities.

By Taxi

A taxi rank is located west side of Pitt Street near Martin Place and King Street, and north side of King Street and Castlereagh Street, Sydney.

By Car

Self-parking is available through Secure Parking, with entrance below the Fullerton Hotel from 171 Pitt Street, Sydney.

Alternatively self-parking is offered through Wilson Parking at 123 Pitt Street, Angel Place, Sydney. Self-parking rates are available upon request.

By Train

Martin Place and Wynyard railway stations are within walking distance from the office. The stations offer services on all intercity and suburban trains are a five-minute train ride to Central Station - the main station for all train services in Sydney.

By Light Rail

The CBD and south east Light Rail travels both directions along George Street to either Central or Circular Quay with regular services running every

4-8 minutes. The closest stop is between Martin Place and the entrance to Wynyard.

By Bus

Following completion of the Light Rail buses in the city centre no longer run along George Street and operate predominately along routes on Elizabeth Street, Castlereagh Street, Park Street, Druitt Street, Clarence Street and York Street.

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Charter Hall Group

Meeting

Agenda

Wednesday, 16 November 2022

2.00pm

Registration begins

2.30pm

Meeting commences

- Welcome to Securityholders by the Chair

- Managing Director and Group CEO's presentation

- Items of Business

3.30pm

Light refreshments

The Meeting is an important event and we encourage Securityholders to actively participate. Important information about the conduct of the Meeting is set out on the right.

Left: No.1 Martin Place, Sydney NSW

Meeting

Protocol

Discussion and asking questions

Discussion will take place on all of the items of business as set out on pages 8-9.

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

Securityholders will have the opportunity to ask questions at the Meeting, including an opportunity to ask questions of the Auditor.

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

• Please keep questions as brief as possible and relevant to the matters being discussed.
• If a Securityholder has more than one question, please ask all questions together.

Securityholders who are unable to attend the Meeting or who prefer to register questions in advance are invited to do so. Please log onto www.linkmarketservices.com.au, select Voting and then click 'Ask a Question'.

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

Webcast

For those that may not be able to attend the Meeting, a live webcast (audio & presentation only) will be made available.

To view the webcast:

1. Enterhttps://web.lumiagm.com/398631285Meeting ID 398-631-285
2. Enter your name and email address
3. Select "Continue"

An on-demand webcast will be made available after completion of the event and can be viewed here https://www.charterhall.com.au/investments/funds/ Charter-Hall-Group/results-presentations

Photography

Cameras and recording devices are not permitted at the Meeting.

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Charter Hall Group

Notice of Meeting

Item 4 - Issue of service rights to Mr David Harrison - (Mandatorily deferred portion of Short-Term Incentive (STI) for FY22)

Item 5 - Issue of performance rights to Mr David Harrison - (Long Term Incentive (LTI) for FY23)

To consider and, if thought fit, pass the following

Notice is hereby given that the annual general meeting of Charter Hall Limited (CHL) Shareholders and general meeting of Charter Hall Property Trust (CHPT) Unitholders (together Securityholders) will be held at:

Level 20, No. 1 Martin Place Sydney NSW 2000

At 2.30pm (AEDT) on Wednesday, 16 November 2022.

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 at page 18 of this Notice of Meeting.
3. As explained in the 'voting exclusions' paragraphs below, certain Securityholders are excluded from voting in relation to particular resolutions and Charter Hall Group must disregard votes cast by those Securityholders. Please do not vote if your vote must be disregarded or if you are not entitled to vote as outlined in the paragraphs below.
4. The Meeting will be held in accordance with the Corporations Act, the Listing Rules, CHL's Constitution and CHPT's Constitution. Copies of both CHL's Constitution and CHPT's Constitution can be found on the Charter Hall Group's website
   (at www.charterhall.com.au/Corporate-Governance)

The business of the Meeting is as follows:

Business:

Item 1 - Annual Report

To receive and consider the Annual Report, consisting of the Financial Report and Directors' Report, and Auditor's Report for the year ended 30 June 2022.

Note: There is no requirement for Securityholders to approve these reports.

Item 2 - Re-election of Directors

To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions of CHL:

1. "That Mr David Clarke is re-elected as a Director of CHL."
2. "That Ms Karen Moses is re-elected as a Director of CHL."
3. "That Mr Greg Paramor is re-elected as a Director of CHL."

Item 3 - Adoption of Remuneration Report

To consider and, if thought fit, pass the following ordinary resolution of CHL:

"That the Remuneration Report included in the Annual Report for the year ended 30 June 2022 be adopted."

Note: The vote on this resolution is advisory only and does not bind Charter Hall Group or the Directors of CHL.

Voting exclusions

Charter Hall Group will disregard any votes cast on this resolution:

• by or on behalf of a member of the key management personnel named in the Remuneration Report for the year ended 30 June 2022 or their Closely Related Parties, regardless of the capacity in which the vote is cast; or
• as a proxy by a person who is a member of the key management personnel at the date of the Meeting or their Closely Related Parties,

unless the vote is cast as a proxy for a person who is entitled to vote on this resolution:

• in accordance with their directions as set out in the proxy form; or
• by the Chair of the Meeting pursuant to an express authorisation on the proxy form.

To consider and, if thought fit, pass the following ordinary resolution of CHL and CHPT:

"That approval is given for the purposes of ASX Listing Rule 10.14 and for all other purposes for the issue of 96,824 service rights to Mr David Harrison as described in the Explanatory Memorandum."

Voting exclusions

Charter Hall Group will disregard any votes cast on this resolution:

• in favour of the resolution by or on behalf of Mr Harrison or an Associate of Mr Harrison, regardless of the capacity in which the vote is cast;
• as a proxy by a member of the key management personnel at the date of the Meeting or their Closely Related Parties,

unless the vote is cast by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the Chair of the Meeting as proxy for a person who is entitled to vote on the resolution, in accordance with the direction given to the Chair to vote on the resolution as the Chair decides; or
• 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 the resolution; and
  • the holder votes on the resolution 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, Charter Hall Funds Management Limited (CHFML) and its Associates are not entitled to vote their interests (if any) on these resolutions at a meeting of CHPT Unitholders if they have an interest in these resolutions or matters other than as a CHPT Unitholder.

ordinary resolution of CHL and CHPT:

"That approval is given for the purposes of ASX Listing Rule 10.14 and for all other purposes for the issue of 258,198 performance rights to Mr David Harrison as described in the Explanatory Memorandum."

Voting exclusions

Charter Hall Group will disregard any votes cast on this resolution:

• in favour of the resolution by or on behalf of Mr Harrison or an Associate of Mr Harrison, regardless of the capacity in which the vote is cast;
• as a proxy by a member of the key management personnel at the date of the Meeting or their Closely Related Parties,

unless the vote is cast by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the Chair of the Meeting as proxy for a person who is entitled to vote on the resolution, in accordance with the direction given to the Chair to vote on the resolution as the Chair decides; or
• 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 the resolution; and
  • the holder votes on the resolution 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, CHFML and its Associates are not entitled to vote their interests (if any) on these resolutions at a meeting of CHPT Unitholders if they have an interest in these resolutions or matters other than as a CHPT Unitholder.

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