Charter Hall Office REIT : CQO Unitholders approve Consortium Proposal

ASX/MEDIA ANNOUNCEMENT

Charter Hall Office Management Limited

ABN 75 006 765 206

AFS Licence No. 247075 as responsible entity of Charter Hall Office REIT

CQO UNITHOLDERS APPROVE CONSORTIUM PROPOSAL

Thursday, 15 March 2012
Charter Hall Office Management Limited (CHOML), the responsible entity for Charter Hall Office REIT (ASX:CQO) (CQO), is pleased to announce that CQO unitholders today approved a proposal for the acquisition by Reco Ambrosia Pte Ltd (an affiliate of Government of Singapore Investment Corporation Pte Ltd), the Canadian Public Sector Pension Investment Board and a member of the Charter Hall Group (ASX:CHC) (together, the Bidders) of all the issued units in CQO (except certain of those held by the Bidders or their associates) (CQO Units) by way of a trust scheme (Proposal).
In addition, CQO unitholders approved an amendment to CQO's constitution to provide for the payment to
CHOML of management fees for the period up until implementation of the Proposal.
Please see attached a schedule which contains full details of the voting results of today's unitholder meeting (Meeting).

Next steps

Implementation of the Proposal remains subject to satisfaction or waiver of certain conditions precedent, in particular, completion of the sale of all of CQO's remaining US properties (previously announced by CHOML on 3 August 2011), certain third party consents and the receipt of judicial advice from the Supreme Court of New South Wales (Supreme Court) to the effect that CHOML is justified in acting upon the resolutions passed at the Meeting and in doing all things and taking all necessary steps to implement the Proposal. CHOML will seek this judicial advice as soon as reasonably practicable after the last US asset sale completes.
If the Supreme Court grants the orders sought, CHOML intends to lodge with ASIC on the same day a copy of the supplemental deed to amend the CQO constitution approved by unitholders at the Meeting today. The Proposal will become effective from that time, at which point trading in CQO units will be
suspended from trading on the Australian Securities Exchange until delisting. The record date for participation in the Proposal will be five business days after the Proposal becomes effective, and the implementation date will occur five business days after the record date.
CHOML currently expects all remaining US asset sales to complete by the end of March 2012, which would mean (subject to receipt of the judicial advice described above and satisfaction or waiver of any remaining conditions precedent) that the implementation date would fall in mid-April. However, because completion of the US asset sales involves the satisfaction of conditions precedent, some of which are outside of CHOML's control, CHOML cannot be certain that the US sales will complete in accordance with this timetable.
Payment of the Scheme Cash Consideration, Implementation Distributions and remaining US Sales Distributions are estimated to be at least $2.971 per unit and is expected to be paid on the Implementation Date or as soon as reasonably practicable thereafter, with an estimated final payment of up to $0.15 per unit1 representing the Scheme Contingent Consideration paid not earlier than six months after the Implementation Date.

For further information investors should contact the CQO information line on 1300 303 063 (or if calling from overseas [phone]).

1 Assumes all US asset sales close, net US sale proceeds received are US$575 million after costs, there are no warranty claims and funds are repatriated at an average exchange rate, including the impact of hedging, of USD1.05:AUD1.00, amongst other things.

The amount of the estimates may vary. See the Explanatory Memorandum dated 10 February and released to the ASX on 13

February 2010 (available at www.charterhall.com.au/cqo) for full details as well as the qualifications and assumptions applicable to the estimates

For further information please contact:

Adrian Taylor Chief Executive Officer Charter Hall Office REIT Tel: [phone] [e-mail]	Jill Rikard-Bell Chief Operating Officer Charter Hall Office REIT Tel: [phone] [e-mail]
Investor enquiries: Kylie Ramsden Head of Listed Investor Relations Charter Hall Tel: [phone] [e-mail]	Media enquiries: Rachel Mornington-West Head of Marketing and Communications Charter Hall Tel: [phone] [e-mail]

About Charter Hall Office REIT

Charter Hall Office REIT is a leading listed real estate investment trust focused on investing in high grade office buildings predominantly located in major business districts across Australia and the United States (the US portfolio is under contract for sale). A customer focused approach to asset management drives the leasing and refurbishment initiatives with a view to maximising returns of the underlying assets.

Charter Hall Office REIT is managed by Charter Hall Group (ASX:CHC) is one of Australia's leading fully integrated property groups, with 20 years' experience managing high quality property on behalf of institutional, wholesale and retail clients. Charter Hall has over $10 billion of funds under management across the office, retail, industrial and residential sectors. The Group has offices in Sydney, Melbourne, Brisbane, Adelaide, Perth, Warsaw and Chicago.

The Group's success is underpinned by a highly skilled and motivated team with diverse expertise across property sectors and risk-return profiles. Sustainability is a key element of its business approach and by ensuring its actions are commercially sound and make a difference to its people, customers and the environment, Charter Hall can make a positive impact for its investors, the community and the Group.

For further information on Charter Hall Group and Charter Hall Office REIT go to www.charterhall.com.au

CHARTER HALL OFFICE REIT RESULT OF GENERAL MEETING (ASX REPORT)

SCHEME MEETING Thursday, 15 March, 2012

As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda.

	Manner in which the securityholder directed the proxy vote (as at proxy close): *	Manner in which votes were cast in person or by proxy on a poll (where applicable)
Resolution	Votes For	Votes Against	Votes Discretionary	Votes Abstain	For	Against	Abstain **
1 APPROVAL OF AMENDMENTS TO CQO CONSTITUTION TO EFFECT THE PROPOSAL	302,304,322	11,830,923	2,173,120	1,924,911	304,588,402 (96.25%)	11,879,057 (3.75%)	1,927,818
2 APPROVAL OF ACQUISITION OF SCHEME UNITS UNDER THE PROPOSAL	302,255,260	11,832,343	2,204,157	1,941,516	304,565,493 (96.25%)	11,879,945 (3.75%)	1,942,394
3 APPROVAL OF AMENDMENTS TO CQO CONSTITUTION TO FACILITATE CERTAIN PAYMENTS TO CHOML	302,705,989	11,326,688	2,219,359	1,981,240	305,030,376 (96.41%)	11,365,489 (3.59%)	1,991,967

* - Note that the voting results set out above represent the number of units voted in respect of the resolutions.

** - Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item.

Printed: 15/03/2012 11:11:24AM

This report was produced from the Link Market Services AGM System v2007

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