CENTURIA CAPITAL GROUP — Capital/Financing Update 2017

Oct 3, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 607 153 588) ( 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 607 153 588 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).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid stapled securities in CNI, comprising one unit in the Trust and one share in the Company (Stapled Securities)
	CNI proposes to issue approximately 47 million new Stapled Securities pursuant to the terms of the pro- rata non-renounceable entitlement offer announced to ASX on 4 October 2017 (Entitlement Offer). The institutional component of the Entitlement Offer is approximately 30 million new Stapled Securities and the retail component of the Entitlement Offer is approximately 17 million new Stapled Securities. The final number of Stapled Securities to be issued under the Entitlement Offer is still to be finalised, and will be subject to the determination of CNI and holdingreconciliation and rounding (as applicable).

• See chapter 19 for defined terms.

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3

4

Principal terms of the[+] securities (e.g. if options, exercise price and expiry date; if partly paid[+] securities, the amount outstanding and due dates for payment; if[+] convertible securities, the conversion price and dates for conversion)

Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

The new Stapled Securities will be on the same terms as existing Stapled Securities on issue.

Yes. The new Stapled Securities will rank equally with the existing Stapled Securities on issue.

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

Issue price or consideration

5 6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

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

6b The date the security holder resolution under rule 7.1A was passed

$1.28 per new Stapled Security.

The proceeds received from the Entitlement Offer will be used by CNI as set out in the Investor Presentation lodged with ASX on 4 October 2017.

Yes, however please refer to the CNI ASX announcement regarding CNI's placement capacity dated 29 September 2017. CNI is not eligible to issue any further equity securities under Listing Rule 7.1A pursuant to the securityholder approval granted at the 2016 annual general meeting ( AGM ). However, to the extent that CNI is an "eligible entity" as at the date of the 2017 AGM, it will seek securityholder approval to obtain placement capacity under Listing Rule 7.1A. Please also refer to the notice of meeting for the 2017 AGM released on the ASX market announcements platform on 11 September 2017.

Not applicable - See the answer to item 6a.

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6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with 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 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 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 7A. Cross reference: item 33 of Appendix 3B.	In the last 12 months the following securities have been issued without security holder approval under rule 7.1: - 2,621,003 Stapled Securities and 20,098,470 options were issued as announced on 29 June 2017; and - 22,595,385 Stapled Securities were issued as announced on 6January2017.
	Nil
	Nil
	Approximately 47,816,501 Stapled Securities, comprised of the approximately 47 million Stapled Securities to be issued under the Entitlement Offer and the 816,501 Stapled Securities which were issued as announced on 3 October 2017 on the vesting of performance rights under the Executive Incentive Plan.
	Not applicable
	Not applicable
	please refer to CNI’s announcement dated 29 September 2017.
	The proposed issue and allotment date for the institutional component of the Entitlement Offer (and early acceptance under the retail component of the Entitlement Offer) is 16 October 2017 and the balance of the retail component of the Entitlement Offer is 27 October 2017.

• See chapter 19 for defined terms.

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8 Number and+class of all+securities quoted on ASX (including_the +securities in section 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	230,632,237 currently and excluding the approximately 47 million Stapled Securities to be issued under the Entitlement Offer	Fully paid Stapled Securities
	Number	+Class
	- 1,877,643 Tranche 3 Performance Rights; - 1,835,393 Tranche4 Performance Rights; - 20,098,470 options over unissued Stapled Securities	Performance Rights issued pursuant to CNI's Executive Incentive Plan. Options
	Same distribution entitlements as existing Stapled Securities.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	No
	Non-renounceable
	1 new Stapled Security for every 4.9 existing Stapled Securities held at the Record Date for the Entitlement Offer
	Stapled Securities
	7.00pm (Sydney time), 6 October 2017
	No
	Where fractions arise in the calculation of securityholders' entitlements, they will be rounded up to the nearest whole number of new Stapled Securities.

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18 Names of countries in which the 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 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	For the institutional component of the Entitlement Offer, all countries other than Australia, New Zealand, Hong Kong, and Singapore. For the retail component of the Entitlement Offer, all countries other than Australia and New Zealand
	For the institutional component of the Entitlement Offer, 4 October 2017 For the retail component of the Entitlement Offer, 5.00pm(AEST)on 20 October 2017
	Moelis Australia Advisory Pty Ltd ACN 142 008 446 (Moelis)
	CNI has agreed to pay 3.5% of the proceeds of the Entitlement Offer to Moelis
	Shaw and Partners Limited and Select Equities Pty Ltd have been appointed co-managers to the Entitlement Offer
	A fee of $50,000 (inclusive of any GST applicable) is payable to Select Equities Pty Ltd by Moelis. A fee of $360,000 (inclusive of any GST applicable) is payable to Shaw and Partners Limited byMoelis.
	Not applicable
	Not applicable
	No prospectus or product disclosure statement is being prepared. A Retail Entitlement Offer Booklet and Entitlement and Acceptance Form will be sent to eligible CNI retail securityholders on 10 October 2017.

• See chapter 19 for defined terms.

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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 holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 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 +Issue date	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	The proposed issue and allotment date for the institutional component of the Entitlement Offer (and early acceptance under the retail component of the Entitlement Offer) is 16 October 2017 and the balance of the retail component of the Entitlement Offer is 27 October 2017.

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

• (b) 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

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• 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ]

1 - 1,000

1,001 - 5,000

5,001 - 10,000 10,001 - 100,000

• 100,001 and over

• 37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

• 38 Number of[+] securities for which +quotation is sought

Not applicable

• 39 +Class of +securities for which quotation is sought

Not applicable

• 40 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:

Not applicable

• 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 Not applicable Example: In the case of restricted securities, end of restriction period

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

• See chapter 19 for defined terms.

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

Number	+Class
N/A	N/A

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 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 1012C(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 no-one 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.

3 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.

4 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.

==> picture [136 x 38] intentionally omitted <==

Sign here: ............................................................ (Company secretary)

Date: 04 October

Print name: James Lonie

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