CENTURIA CAPITAL GROUP — Capital/Financing Update 2017

Dec 26, 2017

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01,11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Centuria Capital Group (CNI), consisting of Centuria Capital Limited ABN 22 095 454 336 (Company) and Centuria Funds Management Limited ACN 607153 588) (Responsible Entity) as responsible entity of the Centuria Capital Fund (ARSN 613 856 358 (Trust)

ABN

Company - ABN 22 095 454 336 Responsible Entity - ACN 607153 588 Trust - ARSN 613 856 358

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

	securities issued or to be +Class of + issued	in CNI, paid ordinary stapled securities Fully comprising one unit in the Trust and one share in the Company (Stapled Securities)
	securities issued or to be Number of + issued (if known) or maximum number which may be issued	58,900 fully paid ordinary Stapled Securities in respect of the vesting of Tranche 2 performance rights 27,030,596 fully paid ordinary Stapled Securities pursuant to an institutional placement announced to the ASX on 19 December 2017
3	Principal terms of the + securities (e.g. if options, exercise price and expiry securities, the date; if partly paid + amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	As per other issued fully paid ordinary Stapled Securities

4	Do the + securities rank equally in all respects from the + issue date with an existing +class of quoted + securities? If the additional + securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Yes. The new Stapled Securities will rank equally with the existing Stapled Securities on issue
5	Issue price or consideration	The fully paid ordinary Stapled Securities were issued in respect of the vesting of Tranche 2 performance rights granted under the Company's Executive Incentive Plan The 27,030,596 fully paid ordinary Stapled Securities were issued to institutional investors at an issue price of \$1.42 per Stapled Security
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To fulfil the terms of the Executive Incentive Plan Please refer to the ASX announcement on 19 December 2017 for the details and purpose of undertaking the institutional placement
6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i	No
6b	The date the security holder resolution under rule 7.1A. was passed	Not applicable
6c	Number of+ securities issued without security holder approval under rule 7.1	Not applicable
6d	Number of securities issued with + security holder approval under rule 7.1A	Not applicable

⁺ See chapter 19 for defined terms.

6e	securities issued with Number of +	Not applicable
	security holder approval under rule
	7.3, or another specific security holder
	approval (specify date of meeting)

• 6f Number of ⁺ securities issued under an exception in rule 7.2
• 6g If """securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the "issue date and both values. Include the source of the VWAP calculation.
• 6h If⁺ securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.XA complete Annexure 1 and release to ASX Market Announcements
• • 7

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix yA. Stapled Securities

Cross reference: item 33 of Appendix 3B.

• 8 Number and """class of all Securities quoted on ASX (including the "^securities in section 2 if applicable)
• Number and +class of all Securities not quoted on ASX (including the Securities in section 2 if applicable) 9

Not applicable

Not applicable

Not applicable

Not applicable

Issue dates 27 December 2017 for the executive incentive plan Stapled Securities

27 December 2017 for the institutional placement

Number	+Class
304,793,174	Fully paid ordinary
	Stapled Securities
Number	+ Class
-1,877,643 Tranche 3	Performance Rights
Performance Rights	issued pursuant to CNI's
-1,835,393 Tranche 4	Executive Incentive Plan.
Performance Rights
- 2,113,780 Tranche 5
Performance Rights
- 20,098,470 options over	Options
unissued Stapled
Securities

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) 10

Same distribution entitlements as existing Stapled Securities.

Part 2 - Pro rata issue

11	Is security holder approval required?	Not applicable
----	---------------------------------------	----------------

• Is the issue renounceable or non- Not applicable renounceable? 12
• 13 Ratio in which the Not applicable ⁺ securities will be offered
• ⁺Class of⁺ securities to which the offer relates H Not applicable
• Not applicable +Record date to determine entitlements 15
• 16 Will holdings on different registers Not applicable (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the Not applicable entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

• Cross reference: rule 7.7.
• 19 Closing date for receipt of acceptances or renunciations
• 20 Names of any underwriters Not applicable
• Amount of any underwriting fee or commission 21 Not applicable
• 22 Names of any brokers to the issue Not applicable
• 23 Fee or commission payable to the Not applicable broker to the issue
• 24 Amount of any handling fee payable Not applicable to brokers who lodge acceptances or renunciations on behalf of security holders
• 25 If the issue is contingent on security Not applicable holders' approval, the date of the meeting

Not applicable

Not applicable

⁺ See chapter 19 for defined terms.

28	Date rights trading will begin (if applicable)	Not applicable

holders

persons entitled

• 29 Date rights trading will end (if Not applicable applicable)
• 30 How do security holders sell their entitlements in full through a broker?

Date entitlement and acceptance form and offer documents will be sent to

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option

• 31 How do security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?
• 33 ⁺

26 Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Issue date Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of Securities (tick one)

(a) "^Securities described in Part 1

All other ⁺ securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

• If the ⁺ securities are +equity securities, the names of the 20 largest holders of the additional "^securities, and the number and percentage of additional Securities held by those holders

• If the ⁺ securities are +equity securities, a distribution schedule of the additional "•securities setting out the number of holders in the categories i -1,000 1,001 - 5,000 5,001 -10,000 10,001 -100,000 100,001 and over 36 37 j | A copy of any trust deed for the additional Securities

Entities that have ticked box 34(b)

• 38 Number of Securities for which Not applicable ⁺quotation is sought
• 39 +Class of⁺ securities for which quotation is sought
• Do the Securities rank equally in all respects from the ⁺ issue date with an existing +class of quoted Securities? If the additional Securities do not rank equally, please state: 40
• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another Security, clearly identify that other Security)

Number and +class of all Securities quoted on ASX (including the Securities in clause 38) 42

Number	Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• ⁺Quotation of our additional ⁺ securities is in ASX's absolute discretion. ASX may quote the ⁺ securities on any conditions it decides.
• We warrant the following to ASX.
• The issue of the ⁺ securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those ⁺ securities should not be granted +quotation.
• An offer of the Securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section ioi2C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any ⁺ securities to be quoted and that noone has any right to return any ⁺ securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the ⁺ securities be quoted.
• If we are a trust, we warrant that no person has the right to return the ⁺ securities to be quoted under section 1019B of the Corporations Act at the time that we request that the ⁺ securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 3
• We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the + securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. 4

Sign here: Date: 27 December 2017

(Company secretary)

Print name: James Lonie