CENTURIA CAPITAL GROUP — Capital/Financing Update 2017

Jun 28, 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).

	+ Class of + securities issued or to be issued	Fully paid ordinary stapled securities
		Options over unissued shares; and Options over unissued units (together the Options)
$\overline{2}$	Number of + securities issued or to be issued (if known) or	2,621,003 stapled securities
	maximum number which may be issued	20,098,470 options over unissued shares 20,098,470 options over unissued units

Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid amount +securities, the outstanding and due dates for $^{\mathrm{+}}$ convertible payment; $if$ securities, the conversion price and dates for conversion)

$\overline{3}$

The stapled securities will be issued on the same terms as existing CNI stapled securities

The Options have the following terms:

• Exercise price: \$1.30

• Expiry date: 29 June 2022

4	Do the + securities rank equally in all respects from the + issue date with an existing + class of quoted +securities?	Yes for the stapled securities.
	If the additional *securities do not rank equally, please state: • the date from which they do the extent to which they for the participate next dividend, (in the case of a distribution) trust, or interest payment the extent to which they do ٠ not rank equally, other than relation in to the next dividend, distribution or interest payment	- The Options will not be quoted on the ASX. - The Options may only be exercised by the Option Holder after they have been issued and prior to the Expiry Date. - Each Option is for the issue of one Stapled Security. - At any time, the maximum number of Options that the Option Holder may exercise in any twelve month period is half of the number of Options granted to the Option Holder unless any person has voting power (as defined in the Corporations Act) of 15% or more in Centuria Capital Group, in which case, the Option Holder may exercise any number of unexercised Options that it holds. - The Stapled Securities issued pursuant to the exercise of an Option will rank equally with all other fully paid Stapled Securities except that they will not be entitled to any dividend or distribution if the record date for determining entitlement to the dividend and distribution was before the date of issue. - The Issuer will as soon as practicable after issue and within the period specified in the Listing Rules, apply for official quotation of Stapled Securities issued upon exercise of the Options. - Any Option which has not been exercised by the end of the Expiry Period will lapse. - In the event of a reorganisation of the issued capital of CNI, the Options will be reorganised as required by the Listing Rules.
5	Issue price or consideration	\$3,000,000 for the stapled securities.
		The Options granted for were nil consideration.

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	As described in the ASX Announcement dated 29 June 2017.
6a	Is the entity an + eligible entity obtained that has 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	Yes
6b	The date the security holder	29 November 2016
	resolution under rule 7.1A was passed
6с	Number of + securities issued without security holder approval under rule 7.1	8,094,517
6d	Number of + securities issued with security holder approval under rule 7.1A	14,624,956
6e	Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	Nil
6f	Number of + securities issued	Nil
	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.	Yes Issue date: 29 June 2017 CNI stapled security 15 day VWAP: \$1.20 Issue price: \$1.14 per stapled security (in respect of the 2,621,003 stapled securities) The exercise price of the Options is provided
		above

• $6h$ If +securities were issued under $\lceil$ rule $7.1_A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• $6i$ Calculate the entity's remaining $\left[$ issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• $\overline{7}$ ⁺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.

Number and ⁺class of all $\bf 8$ *securities quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+ Class
229, 815, 736	Fully paid stapled securities

Number and ⁺class of all 9 *securities not quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+ Class
Four tranches of	Performance Rights
Performance Rights	issued pursuant to
were originally	CNI's Executive
granted to.	Incentive Plan.
executives. The
number of
Performance Rights
remaining are:
(i) Tranche 2:
1,390,927;
(ii) Tranche 3:
1,877,643; and
(iii) Tranche 4:
1,835,393.
$20,098,470$ options	Options
over unissued shares
$20,098,470$ options
over unissued units

$N/A$

Please refer to Annexure 1

29 June 2017

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

The 2,621,003 stapled securities are not entitled to any dividend or distribution if the record date for determining entitlement to the dividend and distribution was before the date of issue.

Part 2 - Pro rata issue

11	holder approval security 1 s required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the + securities will be offered	N/A
14	+ Class of + securities to which the offer relates	N/A
15	determine date +Record to entitlements	N/A
16	different Will holdings on registers (or subregisters) be calculating for aggregated entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
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	N/A
	entitlements are to be dealt with. Cross reference: rule 7.7.
19	date for receipt of Closing acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A

22			Names of any brokers to the $N/A$
	issue

• Fee or commission payable to the $23$ broker to the issue
• Amount of any handling fee $24$ payable to brokers who lodge acceptances or renunciations on behalf of security holders
• If the issue is contingent on $25$ security holders' approval, the date of the meeting
• $26$ Date entitlement and acceptance form and offer documents will be sent to persons entitled
• If the entity has issued options, $27$ and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• ${\bf 28}$ Date rights trading will begin (if $N/A$ applicable)
• Date rights trading will end (if $N/A$ 29 applicable)
• How do security holders sell 30 their entitlements in full through a broker?
• How do security holders sell part | $31$ of their entitlements through a broker and accept for the balance?
• How do security holders dispose | $3²$ of their entitlements (except by sale through a broker)?

33	+ Issue date

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

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 (Only in respect of the 2,621,003 stapled securities) $(a)$

All other ⁺securities $(b)$

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

If the *securities are *equity securities, the names of the 20 largest holders of the 35 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 $N/A$ $38$ ⁺quotation is sought

⁺Class of ⁺securities for which 39 quotation is sought

$N/A$

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

If the additional $^{\mathrm{*}}$ securities do not rank equally, please state:

• the date from which they do $\bullet$
• 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 $\alpha$ r interest payment

Reason for request for quotation 41 $N/A$ 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 42 quoted on ASX ⁺securities (including the ⁺securities in clause $38)$

Number	+ Class
$\mid N/A$

Quotation agreement

• ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the ⁺securities on any conditions it decides.
• We warrant the following to ASX. $\mathbf 2$
• 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.

N/A

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 $\bullet$ *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 $\overline{\mathbf{3}}$ claim, 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 $\overline{4}$ 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.

(Director/Company secretary)

Date: $29/6/17$

Sign here:

Print name:

JAMES LONIE

$== == == == ==$

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

	Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the *issue date or date of agreement to issue	76,631,699
Add the following:
$\bullet$ Number of fully paid + ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid +ordinary securities $\bullet$ issued in that 12 month period with shareholder approval Number of partly paid +ordinary $\bullet$ securities that became fully paid in that 12 month period Note: Include only ordinary securities here - other classes of equity securities cannot be added	- 77,194,733 stapled securities were issued under the pro rata issue exception in rule 7.2 - 563,034 ordinary shares were issued in respect of the vesting of performance rights pursuant to CNI's executive incentive plan - 50,209,882 stapled securities were issued with the approval of securityholders
Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	Nil
"А"	204,599,348

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	30,689,902
7.1 that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule
Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued:	30,689,902
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule 7.1 or rule 7.4
Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the securities ٠ the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of ٠ securities on different dates as separate line items
"C"	30,689,902
placement capacity under rule 7.1	Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
"A" x 0.15	30,689,902
Note: number must be same as shown in Step 2
Subtract "C"	30,689,902
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] – "C"	0
	[Note: this is the remaining placement capacity under rule 7.1]

$\mathcal{L}^{\text{max}}_{\text{max}}$

$\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2.$

Part₂

Rule 7.1A - Additional placement capacity for eligible entities Step 1: Calculate "A", the base figure from which the placement capacity is calculated $^{\alpha}$ A" 204,599,348 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of "A" $"D"$ $0.10$ Note: this value cannot be changed Multiply "A" by 0.10 20,459,934 Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used Insert number of ⁺equity securities issued 14,624,956 or agreed to be issued in that 12 month period under rule 7.1A Notes: This applies to equity securities - not just ordinary securities Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items $``E"$ 14,624,956

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining
placement capacity under rule 7.1A

------- -- ---------------------------
"A" $\times$ 0.10	20,459,934
Note: number must be same as shown in Step 2
Subtract "E"	14,624,956
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] – "E"	5,834,978
	Note: this is the remaining placement capacity under rule 7.1A

$\bar{t}$