CENTURIA CAPITAL GROUP — Capital/Financing Update 2017

Dec 18, 2017

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Australian Securities Exchange - Company Announcements Platform

Centuria Capital Group

Institutional Placement

Sydney, 19 December 2017

Centuria Capital Group Limited ( Centuria or CNI ) announces:

• $38 million institutional placement at an issue price of $1.42 per CNI Security

• Unlisted division in exclusive due diligence to purchase a $115 million metropolitan office asset

• Reaffirmed FY18 operating earnings of 15.8 – 16.2 cents per Security and an interim distribution of 4.1 cents per Security

Placement

CNI has undertaken a fully underwritten institutional placement ( Placement ) of new fully paid ordinary stapled securities ( Securities ). The issue price of $1.42 represents a 3.3% discount to CNI's 10-day VWAP. New Securities issued under the Placement will rank equally with existing Securities and be entitled to the full distribution of 4.1 cents per Security for the half financial year ending 31 December 2017.

Financial impact of the Placement

The Placement is expected to have the following financial impact on CNI:

• CNI reaffirms forecast FY18 operating earnings per Security ( EPS ) guidance of 15.8 – 16.2 cents (including performance fees)

• 0.6% accretive to FY18 forecast EPS (excluding performance fee contribution).

Use of proceeds

Proceeds from the Placement will be used to:

• Support CNI’s cash position as a result of CNI taking a sub-underwriting position in the acquisition of a 50% interest in 201 Pacific Highway, St Leonards, asset in partnership with Centuria Metropolitan REIT (ASX: CMA )

• As previously announced, CNI has entered into an unconditional put and call option agreement regarding a 50% interest in 201 Pacific Highway, St Leonards, having a settlement date of 10 June 2018. The purchase consideration is $86 million and CNI is in the process of establishing a wholesale funds to ultimately acquire this interest

• Support its unlisted property funds management business by providing deposit funding to secure ongoing acquisitions and provide underwriting for new unlisted property funds offerings (e.g. 201 Pacific Highway and $115 million potential acquisitions).

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Since 2018 entitlement offer, CNI has utilised a portion of its existing free cash position to fund increased strategic co-investments in Centuria Industrial REIT (ASX: CIP ) and CMA to 19.9% each and CNI’s take up of 100% of its entitlements in CMA’s $60 million entitlement offer announced on 5 December 2017.

John McBain, CEO of Centuria, said: “So far this financial year between CMA, CIP and the unlisted property division – and excluding the $115 million acquisition in due diligence – our property platform has settled or exchanged $540 million of premium grade investment property.”

“The new acquisitions referred to above, in combination with the recent $115 million portfolio revaluation, reenforces Centuria’s growth credentials and ensures the Group is well positioned to maintain its strong momentum into 2018.”

December 2017 Interim Distribution Declaration

CNI confirms that an interim distribution totalling 4.1 cents per Security will be paid for the six months ending 31 December 2017. This distribution is expected to comprise of the following components:

Expected Distribution Component	Cents per Stapled Security
Fully Franked Dividend	1.7
Trust Distribution	2.4
Total Distribution	4.1

The key dates for the December 2017 distribution are:

Event	Date
Ex-distribution date 28 December 2017 Record date 29 December 2017 Distribution payment date 31 January 2018

Indicative timetable for the Placement

The proposed timetable for the Placement is as follows:

Event	Date
Announcement of the Placement	Tuesday, 19 December 2017
Settlement of Securities under the Placement	Friday, 22 December 2017
Allotment and ASX quotation of Securities under the Placement	Wednesday, 27 December 2017
Dispatch of holding statements	Thursday, 28 December 2017

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Moelis Australia Advisory Pty Ltd (Moelis Australia)acted as lead manager, bookrunner and Shaw & Partners acted as Co-lead manager. The Placement is underwritten by Moelis Australia.

All dates and times are indicative only and subject to change at the discretion of CNI with the prior written consent of the Underwriter. All dates and times are references to Sydney time.

– Ends –

For more information or to arrange an interview, please contact:

John McBain

CEO

Natalie Powell

Chief Marketing Officer

Centuria Capital Limited Centuria Capital Limited Phone: 02 8923 8910 Phone: 02 8923 8936 Email: john.mcbain@centuria.com.au Email: natalie.powell@centuria.com.au

Katy Lithgow Consultant BlueChip Communication Phone: 02 9018 8603 Email: katy@bluechipcommunication.com.au

About Us

Centuria Capital Group ( CNI ) is an ASX-listed specialist investment manager with $4.4 billion in funds under management. We offer a range of investment opportunities including listed and unlisted property funds as well as taxeffective investment bonds. Our drive, allied with our in-depth knowledge of these sectors and intimate understanding of our clients, allows us to transform opportunities into rewarding investments.

Any forward-looking statements included in this announcement involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, CNI and its directors. In particular, they speak only as of the date of this announcement, they assume the success of CNI’s business strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties, risks and other factors. Actual future events may vary materially from forward looking statements and assumptions on which those statements are based. Other than as required by law, although they believe there is a reasonable basis for the forward-looking statements, neither CNI nor its directors, officers, employees or any related body corporate, gives any representation, assurance or guarantee (express or implied) as to the accuracy or completeness of any forward-looking statement or that the occurrence of any event, result, performance or achievement will actually occur. Recipients are cautioned not to place undue reliance on such forward-looking statements.

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