CENTURIA CAPITAL GROUP — Capital/Financing Update 2017

Oct 2, 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 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).

• $\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued
• Number of ⁺securities issued or to be $\overline{2}$ issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities (e.g. $\overline{\mathbf{3}}$ 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)

Fully paid stapled securities in CNI, comprising one unit in the Trust and one share in the Company (Stapled Securities)

816,501 fully paid ordinary Stapled Securities

As per other issued fully paid ordinary Stapled Securities

Do the ⁺securities rank equally in all $\overline{4}$ 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

Issue price or consideration $\overline{5}$

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• Is the entity an ⁺eligible entity that 6a 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

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

• Number of ⁺securities issued without 6с security holder approval under rule 7.1
• Number of +securities issued with $6d$ security holder approval under rule $7.1A$

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

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

To fulfil the terms of the Executive Incentive Plan

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

Not applicable

Nil

⁺ See chapter 19 for defined terms.

• 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.
• If +securities were issued under rule 6h 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
• ⁺Issue dates $\overline{7}$

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 7A.

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 9 not quoted on ASX (including the *securities in section 2 if applicable)

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

The original issue of the performance rights under the Executive Incentive Plan was approved by CNI stapled securityholders at the 2014 AGM

816,501 fully paid ordinary Stapled Securities which were issued on the vesting of performance rights under the Executive Incentive Plan

Not applicable

Not applicable

Not applicable - please refer to the CNI ASX announcement regarding CNI's placement capacity dated 29 September 2017.

3 October 2017

Number	+ Class
230,632,237	Fully paid ordinary Stapled Securities
Number	+ Class
$-1,877,643$ Tranche 3 Performance Rights $-1,8$ 35,393 Tranche 4 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

$\mathbf n$

11	Is security holder approval required?	Not applicable
12	Is the issue renounceable or non- renounceable?	Not applicable
13	Ratio in which the + securities will be offered	Not applicable
14	+ Class of + securities to which the offer relates	Not applicable
15	*Record date to determine entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
18	Names of countries in which the entity has security holders who will not be sent new offer documents	Not applicable
	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	Not applicable
20	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or commission	Not applicable
22	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to the broker to the issue	Not applicable
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	Not applicable
25	If the issue is contingent on security holders' approval, the date of the meeting	Not applicable

licable licable licable licable licable licable licable licable blicable blicable blicable plicable blicable blicable

⁺ See chapter 19 for defined terms.

26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	Not applicable
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	Not applicable
28	Date rights trading will begin (if applicable)	Not applicable
29	Date rights trading will end (if applicable)	Not applicable
30	How do security holders sell their entitlements in full through a broker?	Not applicable
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable
32	How do security holders dispose of their entitlements (except by sale through a broker)?	Not applicable
33	+ Issue date	Not applicable

Part 3 - Quotation of securities

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

Type of ⁺securities $34$ (tick one)

*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

$(a)$

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 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

37

• Number of ⁺securities for which 38 ⁺quotation is sought
• ⁺Class of ⁺securities for which 39 quotation is sought
• Do the ⁺securities rank equally in all 40 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
• Reason for request for quotation now $4¹$

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 42 quoted on ASX (including the *securities in clause 38)

Number	+ Class
		_________

Not applicable

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{I}$ ⁺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. $\overline{2}$
• The issue of the 'securities to be quoted complies with the law and is not for an $\bullet$ illegal purpose.
• There is no reason why those *securities should not be granted *quotation. $\bullet$
• 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 $\bullet$ 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 $\bullet$ 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, $\overline{\mathbf{3}}$ action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any information $\overline{4}$ 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.

Date: $\frac{3}{10}$

Sign here:

(Director/Company secretary)

IAMES LOWIE

Print name:

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