CENTURIA CAPITAL GROUP

$100m Equity Raising

ASX:CNI 18 Septem ber 2019

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8 Central Avenue, South Eveleigh NSW

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IMPORTANT NOTICES

This presentation has been prepared and is issued by Centuria Capital Group ( CNI ) which is a stapled vehicle comprised of Centuria Capital Limited ACN 095 454 336 and Centuria Funds Management Limited ACN 607 153 588 as responsible entity of Centuria Capital Fund ARSN 613 856 358 in relation to a placement of new fully paid stapled securities in CNI ( New Securities ) to institutional, sophisticated or professional investors (who are “wholesale clients” within the meaning of section 761G of the Corporations Act 2001 (Cth) ( Corporations Act )) to be made under sections 708A and 1012DA of the Corporations Act (the Offer ).

All information and statistics in this presentation are current as at the date of this presentation unless otherwise specified. It contains selected summary information and does not purport to be all-inclusive, comprehensive or to contain all the information that may be relevant, or which a prospective investor may require in evaluations for a possible investment in CNI. It should be read in conjunction with CNI’s periodic and continuous disclosure announcements which are available at www.centuria.com.au and with the ASX, which are available at www.asx.com.au. The recipient acknowledges that circumstances may change and that this presentation may become outdated as a result. This presentation and the information in it are subject without notice. CNI is not obliged to update this presentation. This presentation is provided for general information purposes only. It is not a product disclosure statement, prospectus, pathfinder document or any other disclosure document for the purposes of the Corporations Act and has not been, and is not required to be, lodged with the Australian Securities and Investments Commission. It should not be relied upon by the recipient in considering the merits of CNI or the acquisition of securities in CNI. Nothing in this presentation constitutes investment, legal, tax, accounting or other advice and it is not to be relied upon in substitution for the recipient’s own exercise of independent judgement with regard to the operations, financial condition and prospects of CNI. This presentation should not be considered an offer or an invitation to acquire entitlements or New Securities or any other financial products.

The information contained in this presentation does not constitute financial produce advice nor any recommendation. Before making an investment decision, the recipient should consider its own financial situation, objectives and needs, and conduct its own independent investigation and assessment of the contents of this presentation, including obtaining investment, legal, tax, accounting and such other advice as it considers necessary or appropriate. This presentation has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. It is not an invitation or offer to buy or sell, or a solicitation to invest in or refrain from investing in, securities in CNI or any other investment product. The information in this presentation has been obtained from and based on sources believed by CNI to be reliable. Past performance is not an indicator of future performance.

Moelis Australia Advisory Pty Ltd (ABN 72 142 008 446) is the underwriter, lead manager and bookrunner to the Offer ( Underwriter ). To the maximum extent permitted by law, CNI, the Underwriter and their respective related bodies corporate and their respective officers, directors, employees, advisers, partners, affiliates and agents (together the CNI Parties ), make no representation or warranty, express or implied, as to the accuracy, completeness, timeliness or reliability of the contents of this presentation. To the maximum extent permitted by law, none of the CNI Parties accept any liability (including, without limitation, any liability arising from fault or negligence) for any loss whatsoever arising from the use of this presentation or its contents or otherwise arising in connection with it. CNI and the Underwriter reserve the right to withdraw the Offer or vary the timetable for the Offer without notice.

This presentation may contain forward-looking statements, guidance, forecasts, estimates, prospects, projections or statements in relation to future matters ( Forward Statements ). Forward Statements can generally be identified by the use of forward looking words such as “anticipate”, “estimates”, “will”, “should”, “could”, “may”, “expects”, “plans”, “forecast”, “target” or similar expressions. Forward Statements including indications, guidance or outlook on future revenues, distributions or financial position and performance or return or growth in underlying investments are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. No independent third party has reviewed the reasonableness of any such statements or assumptions. None of the CNI Parties represent or warrant that such Forward Statements will be achieved or will prove to be correct or gives any warranty, express or implied as to the accuracy, completeness, likelihood of achievement or reasonableness of any Forward Statement contained in this presentation. Except as required by law or regulation, CNI assumes no obligation to release updates or revisions to Forward Statements to reflect any changes. The recipient should note that this presentation may also contain pro-forma financial information. The pro-forma financial information provided is for illustrative purposes only and should not be relied upon as, and is not represented as being indicative of CNI’s future financial condition and/or performance.

All dollar values are in Australian dollars ($ or A$) unless otherwise stated.

An investment in CNI securities is subject to investment and other known and unknown risks, some of which are beyond the control of CNI. CNI does not guarantee any particular rate of return on the performance of CNI nor does it guarantee any particular tax treatment. Prospective investors should have regard to the risks outline in Appendix C of this presentation when making their investment decision and should make their own enquiries and investigations regarding all information contained in this presentation, including the assumptions, uncertainties, contingencies which may affect future operations of CNI and the impact that different future outcomes may have on CNI. Cooling off rights do not apply to the acquisition of New Securities. The distribution of this presentation to persons or in jurisdictions outside Australia may be restricted by law and any person into whose possession this documents comes should seek advice on and observe those restrictions. Any failure to comply with such restrictions may violate applicable securities law. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States and may not be distributed or released in the United States. The New Securities to be offered and sold under the Offer set out in this Presentation have not been and will not be registered under the U.S. Securities Act of 1933, as amended ( Securities Act ), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States except in compliance with the registration requirements of the Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States (which CNI has no obligation to do or procure) or pursuant to an exemption from, or in a transaction exempt from or not subject to, such registration requirements and any other applicable securities laws. This presentation may not be distributed or released in the United States.

The distribution of this presentation in other jurisdictions outside Australia and New Zealand may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. By accepting this presentation you warrant and represent that you are entitled to received such presentation in accordance with the above restrictions and agree to be bound by the limitations therein. No party other than CNI has authorised or caused the issue, submission, dispatch or provision of this presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this presentation. Neither the Underwriter nor any of the CNI Parties have authorised, permitted or caused the issue, submission dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation that is based on any statement by any of them. None of the CNI Parties take any responsibility for any information in this presentation or any action taken by you on the basis of such information. To the maximum extent permitted by law, the CNI Parties:

exclude and disclaim all liability, including for negligence, or for any expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and the information in this presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise; and
make no representation or warranty, express or implied as to the currency, accuracy, reliability or completeness of information in this presentation.

Further, the Underwriter and its related bodies corporate and their respective officers, directors, employees, advisers, partners, affiliates and agents do not accept any fiduciary obligations to or relationship with any investor or potential investor in connection with the offer of New Securities, the Offer or otherwise.

Determination of eligibility of investors for the purpose of the Offer is determined by reference to a number of matters, including legal requirements and the decision of CNI and the Underwriter. Each of the CNI Parties disclaim any liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.

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CENTURIA PLATFORM

Transaction overview

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Supporting CMA raising
Centuria Metropolitan REIT (“ CMA ”) has announced the acquisition of two A-grade office properties in fringe CBD locations in Sydney and Perth for a total purchase price of $380.5m (excluding costs). CMA will fund the acquisition from debt and a $273m equity raising
As CMA’s largest unitholder, Centuria Capital Group (“ CNI ”) has committed $37.5m to the CMA equity raising via:
participation in the entitlement offer of $7.5m, and
− subscribing for a $30.0m conditional placement, which is subject to CMA unitholder approval and completion of the acquisition of 8 Central Avenue[1]

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As part of ongoing capital management, CNI has committed to retiring $35.0m of 7.0%, 2021 fixed rate corporate bonds from existing cash reserves due to past asset disposals
Gearing reduced • Gearing will reduce 14.3% post the transaction[2]
CNI has approximately $70m of working capital available post transaction
Issue of approximately 47.6m new Securities to raise $100.0m via an underwritten institutional placement at $2.10 per security

Equity raising

Non-underwritten Securityholder Purchase Plan (“ SPP ”) for eligible retail investors will be undertaken subsequently at the same price as the institutional placement
FY20 DPU maintained at 9.7 cents per security

Financial impact

NAV increases to $1.40 per security[3]
Market capitalisation increases from $836m to $936m[4]
8 Central Avenue transaction is conditional as the vendor is a Centuria managed unlisted fund, requiring approval for related party transaction under Chapter 2E Corporations Act 2001(Cth) and ASX listing rule 10.01
Gearing had increased to ~23.0% post-settlement of Centuria Heathley transaction. Centuria acquired a 63% interest in Centuria Heathley for $24.4m
From $1.32 at 30 June 2019
Based on CNI closing price of $2.18 on 17[th] September 2019 and adjusted for the $100m institutional placement

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CENTURIA PLATFORM

Centuria Capital funds management platform post transaction

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$6.5bn ASX:CNI Group AUM Market Capitalisation $936m[1] $5.6bn $0.9bn $0.5bn Real Estate AUM Investment Bonds AUM CNI Co-Investments $3.1bn $2.5bn Centuria Life Listed Property AUM Unlisted Property AUM Centuria Centuria Centuria LifeGoals Centuria Centuria Metropolitan REIT Industrial REIT Centuria Unlisted Centuria Heathley Centuria Investment Bonds Metropolitan REIT Industrial REIT Real Estate Healthcare Real Estate (CMA) (CIP) Guardian Friendly Society (CMA) (CIP) $1.8bn $1.3bn $1.8bn $0.7bn $304m[2] $218m[4]

22.6%[3]

21.7%

Based on CNI closing price of $2.18 on 17[th] September 2019 and adjusted for $100m institutional placement
Based on CMA closing price of $3.00 on 17[th] September 2019. Includes ownership by associates of Centuria Capital Group.
Based on CIP closing price of $3.33 on 17[th] September 2019. Includes ownership by associates of Centuria Capital Group
CNI holding reduces to 22.6% post CMA transaction and $273m equity raising completing. CNI’s holding will reduce to 20.7% if the Conditional Placement is not approved by CMA securityholders

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RECENT ACTIVITY

$1bn of milestones in last three months

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CNI CMA
$62m[1] $381m
✓ Inclusion in S&P/ASX 300 Index ✓ Acquisition of William Square ✓ Settlement of 63% economic and 8 Central Avenue for $380.5m
interest in Centuria Heathley ✓
✓ Capital raising of ~$273m with AUM grow to ~$6.5bn post equity identified use of proceeds
raise ✓
✓ Market capitalisation now Currently in due diligence for >$1bn[2]
three additional unlisted assets for consideration of ~$290m

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Healthcare CIP $511m[3] $80m
✓ $500 million institutional ✓ Four recent acquisitions for healthcare mandate secured by total consideration of ~$80 Centuria Heathley with AXA IM million settled post 30 June and Grosvenor Group ✓ Market capitalisation now
✓ Settled $11m Perth Eye >$1bn[4] Hospital in the CHDMF2 Fund
Includes settlement of Heathley Acquisition ($24.4m) and CNI’s $37.5m commitment to the CMA raising, excludes the ~$290m of unlisted assets that are currently under due diligence 2. Based on CMA closing price of $3.00 on 17[th] September 2019
$500m institutional mandate announced on 4[th] September 2019. The mandate has secured $88m in seed assets already
Based on CIP closing price of $3.33 on 17[th] September 2019

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CENTURIA PLATFORM

Delivering growth and creating value across the platform

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$6.5bn AUM

+0.3bn in new assets

14.3% Gearing reduced post transaction[1]

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$936M
Market Capitalisation
+ $100m
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$1.40 NAV
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+ 8 cpu[2]

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Gearing had increased to ~23.0% post-settlement of Centuria Heathley transaction. Centuria acquired a 63% interest in Centuria Heathley for $24.4m
CNI NAV at 30 June 2019 of $1.32 per security

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EQUITY RAISING

Equity Raising Summary

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	•	Issue of approximately 47.6 million new Securities to raise approximately $100.0 million via an underwritten institutional placement
Equity raising details
	•	Non-underwritten Securityholder Purchase Plan (“SPP”) for eligible retail investors will be undertaken subsequently
	•	The Issue Price of $2.10 per new Security represents
Pricing		− 3.7% discount to the last close price of $2.18 on 17th September 2019
		− 3.9% discount to the five-day VWAP of $2.19 on 17th September 2019
Ranking	•	New Securities issued under the placement and SPP will rank equally with existing CNI Securities from the date of issue
Underwriting	•	Moelis Australia Advisory Pty Ltd is acting as Lead Manager and Underwriter to the Institutional Placement (Underwriter). Shaw and Partners are Co- Lead Manager to the Offer
	•	Eligible retail securityholders will be invited to subscribe for up to $30,000 in additional CNI units, free of any brokerage or transaction costs, at the same
Securityholder		issue price as under the placement of $2.10 per security
Purchase Plan	•	Record date for SPP is 7:00pm (AEDT) Tuesday 17 September 2019 and the SPP offer will open on Monday 23rd September 2019 and close on
		Wednesday 9th October 2019

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EQUITY RAISING

Sources and uses of proceeds

Sources of proceeds	$m
Institutional Placement	100.0
SPP1	-
Total sources	100.0
Uses of proceeds	$m
Co-Investment in CMA	37.5
Investment and capital management initiatives	30.0
Additional working capital	30.5
Other transaction costs	2.0
Total uses	100.0

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Identifiable funding commitments include:

A $37.5m contribution to the planned CMA equity raising, which consists of:
$7.5m commitment to CMA entitlement offer
$30.0m commitment to a conditional placement
CNI will have approximately $70m of working capital available post completion of investment and capital management initiatives, which include its commitment to retire $35.0m of 7.0%, 2021 fixed rate corporate bonds from existing cash reserves due to past asset disposals

It is proposed that CNI will fund its obligations via an equity raising:

$100.0m Placement based on an issue price of $2.10 per Security
Opportunity to raise additional equity via a SPP[1]
The sources and uses excludes the impact of the SPP

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EQUITY RAISING

Indicative timetable

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Key event	Date (2019)1
Record date for Securityholder Purchase Plan	7.00pm Tuesday, 17 September
Launch Transaction - Institutional Placement	Wednesday, 18 September
Announce results of Institutional Placement; ASX trading halt lifted; Normal trading resumes	Thursday, 19 September
SPP Offer Opens and Dispatch of SPP Booklet	Monday, 23 September
Settlement of Institutional Placement	Tuesday, 24 September
Allotment and ASX quotation of Institutional Placement	Wednesday, 25 September
Securityholder Purchase Plan Offer closes	Wednesday, 9 October
Allotment of Securityholder Purchase Plan	Monday, 14 October
ASX Quotation of Securityholder Purchase Plan	Tuesday, 15 October

All dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates refer to Sydney Time. Any changes to the timetable will be posted on CNI’s website at www.centuria.com.au

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APPENDIX A

Risks

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APPENDICES

Appendix A: Risks

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All Investments carry risk, including loss of some or all of the capital invested and failure of investments to generate a po sitive return. You should carefully consider whether an investment in CNI securities is a suitable investment for you. Some of the risks investing in CNI include the following:

Risks specific to the equity raising

Underwriting risk

CNI has entered into an underwriting agreement with the Underwriter for the equity raising (other than in respect of the commitme nts received from certain Centuria entities) ( Underwriting Agreement ). The Underwriter’s obligation to underwrite the equity raising is subject to customary terms and conditions, including termination rights for the Underwriter in specific circumstances.
If the Underwriter is entitled to, and does, terminate the Underwriting Agreement, CNI may not otherwise be able to raise sufficient equity capital to meet its obligations and commitments in respect of the CMA equity raising and for all of the intended purposes as set out in this investor presentation. If the $100 million equity raising is successful, CNI should have sufficient funding for its obligations and commitments in respect of the CMA equity raising. If however, the equity raising is also unsuccessful, this would likely mean CNI would default in its obligations and commitments to CMA and this would materially and adversely affect CNI’s financial position and the market price for CNI securities.

General Risks

Economic Environment

General economic factors such as interest rates, exchange rates, inflation business and consumer confidence and general marke t factors may have an adverse impact on Centuria’s earnings or value of its assts. Aspects of the business that could be affected include reduced management and performance fees, reduced funds under managemen t, Centuria’s swap arrangements, reduced distribution income or other adverse consequences.

ASX Market Volatility

The market price of Centuria’s securities will fluctuate due to various factors, many of which are non -specific to Centuria, including recommendations by brokers and analysts, Australian and international general economic conditions, inflation rates, interest rates, exchange rates, changes in government, fiscal and monetary and regulato ry policies (including APRA prudential requirements), changes to laws (particularly taxation laws), global investment markets, global geo-political events and hostilities, investor perceptions and other factors t hat my affect Centuria’s financial performance and position. In the future, these factors may cause Centuria’s securities to trade at or below their issue price. Factors such as those mentioned above may also affect the income, expenses , and liquidity of Centuria. Additionally, the stock market can experience price and volume fluctuations that may be unrelated or disproportionate to the operating performance of Centuria.

Liquidity and realisation risk

There can be no guarantee that there will be an active market in CNI securities or that their value will increase. There may be relatively few or many buyers or sellers of the CNI securities on the ASX at any one time which may lead to increased price volatility and affect the price at which securityholders are able to sell their CNI se curities.

Taxation

Future changes in Australian taxation law (including goods and services tax and stamp duty), including changes in interpretat ion or application of the law by the courts or taxation authorities in Australia, may affect the taxation treatment of your investment in Centuria securities or the holding and disposal of those securities. Further, changes in tax law (including goods or services tax and stamp duty) or changes in the way tax law is expected to be interpreted in the jurisdictions in which Centuria operates, may impact the future tax liabilities of Centuria.

Litigation

Centuria may, in the ordinary course of business be involved in possible litigation disputes. Any such dispute may be costly and adver sely affect the operational and financial results of Centuria.

Industry Specific Risks

Property Sector Risks

Centuria is subject to the prevailing property market conditions in the sectors in which each of the funds under the control of Centuria operate and the jurisdiction in which each of its funds’ assets are located. The demand for property as an asset class changes over time and can be influenced by general economic factors such as interes ts rates and economic cycles. A deterioration in investment market conditions in the property sector due to a sustained downturn in the domestic and/or global economic climate could adversely impact on Centuria’s earnings through directly reducing the value of Centuria’s existing funds under management, reducing the value of property assets, and through reducing the attractiveness of the property sector to in vestors.
The property market may be at or near the top of the investment value cycle and the value of properties may fluctuate relativ ely quickly (for property assets).

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APPENDICES

Appendix A: Risks

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Property Liquidity

The property assets to which Centuria and the funds managed by Centuria are exposed are, by their nature, illiquid investments. There is a risk that Centuria may not be able to realise property assets within a short period of time or may not be able to realise property assets at valuation including selling costs, which could material ly adversely affect the financial performance of Centuria .

Liquidity and realisation risk

The ongoing value of properties held by funds managed by Centuria may fluctuate due to a number of factors including rental levels, occupancy assumptions, vacancy periods, rental incomes, cap italisation rates and market sentiment, all of which may change for a variety of reasons including the risks outlined in this presentation. Val uations represent only the analysis and opinion of qualified experts at a certain point in time. There is no guarantee that a property will achieve a capital gain on its sale or that the value of the property will no t fall as a result of the assumptions on which the relevant valuations are based proving to be incorrect.

Regulatory risk and changes in legislation

Centuria operates in a highly regulated environment and it, and the Centuria funds management business is subject to a range of industry specific and general legal and other regulatory controls (includi ng Australian Financial Services Licensing and Anti Money Laundering / Counter Terrorism Funding requirements). Regulatory breac hes may affect Centuria’s operational and financial performance, through penalties, liabilities, restrictions on activities and compliance and other costs. ASIC routinely undertakes surveillance of Australian financial services licensees, and from time-to-time undertakes regulatory and enforcement action in relation to such licensees. If ASIC was to take such action against Centuria or Centuria’s funds management business, then this action might result in Centuria or Centuria’s funds management business being restricted or prohibited from providing financial services, including operating its funds managemen t business, or might lead to the imposition of additional compliance costs or reputational damage.
Changes in government legislation and policy in jurisdictions in which Centuria and the Centuria funds management business operate may affect the value of funds managed by Centuria and the financial performance of Centuria. This may include changes in stamp duty or tenancy legislation, policies in relation to land development and zoning and dela ys in the granting of approvals or registration of subdivision plans.

Risks Specific to Centuria

Funds management

Centuria manages a number of funds on behalf of third party investors. The majority of Centuria’s income is derived from fees calculated with reference to the value of funds under the control of the Centuria funds management business. Centuria’s financial performance may be adversely affected if it was not able to appropriately respond to the following risks:
significant or prolonged underperformance of the Centuria Funds that may affect the ability of Centuria to retain existing funds and to attract new funds under management;
unitholder or competitor actions initiated to remove funds from the control of the Centuria funds management business;
a number of funds under the control of the Centuria funds management business are fixed term funds or funds where strategic review dates fall due in the short to medium term. Un itholder approval and/or endorsement is required for extensions to the term of these funds. There is a risk that investors may not approve or endorse such extensions or that key investors may terminate management arrangements or otherwise remove their funds from the control of Centuria funds management business at any time;
the direct property funds that Centuria funds management manages have exposure to a variety of entities that lease or otherwise occupy the properties owned by these funds. Insolvency or financial distress leading to a default by a major lessee or lessees across a number of leases, or failure to secure new leases on acceptable te rms, could give rise to earnings volatility and breach of financial covenants within these funds; and
to the extent that property values or income levels in a particular fund fall, there is a risk that the management fee income derived from that fund may be adversely impacted.

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APPENDICES

Appendix A: Risks

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Reliance on third party equity

As a fund manager, growth in Centuria’s earnings may be impacted by the ability of Centuria to establish new listed or unlisted funds. Specifically such income growth is dependent on the ability of Centuria to continue to source and maintain equity from new and existing investors for current and future funds.

Co-Investments

Centuria’s long term strategy is to continue holding co-investments in a number of the funds it manages. Such investments are subject to t he general investment risks outlined above. Factors influencing the financial performance of these managed funds may adversely impact the value of Centuria’s assets or quantum of its earnings which may in turn impact the price of the Securities.

Funding

Centuria and funds managed by the Centuria funds management business relies on access to various sources of capital, along with the refinancing and/or variation of exis ting debt facilities. An inability to obtain the necessary funding or refinancing on acceptable terms and at commercial rates or a material increase in the costs of such funding may have an adverse impact on Centuria’s performance or financial position. Further, these debt facilities are subject to various covenants including interest coverage ratios and loan to valuation rati os. The use of debt funding may enhance returns and increase the number of assets that Centuria can acquire, but it may also substantially increase the risk of loss. Use of debt funding may adversely affect Centuria when economic factors such as rising interest rates and/or margins, severe economic downturns, availability of credit, reduction in asset values or further deterioration in the condition of debt and equity mar kets occur. If an investment is unable to generate sufficient cash flow to meet the principal and interest payments on its indebtedness, the value of Centuria’s equity component could be significantly reduced.

Acquisition risks

Centuria also has a significant potential acquisition pipeline that it is pursuing in order to drive future growth of the business. Th ere is no guarantee that Centuria will be able to execute all current or future acquisitions. To the extent that any current or future acquisitions are not successfully integrated with Centuria’s existing business, the financial performance of Centuria could be materially adversely affected.
There is a risk that Centuria will be unable to identify future acquisition opportunities that meet its investment objectives, or if such acquisition oppor tunities are identified, that they can be acquired on appropriate terms, thereby potentially limiting the growth of Centuria and its funds management business. Any failure to identify appropriate assets or successfully acquire such assets could mater ially adversely affect the growth prospects and financial performance of Centuria. While it is Centuria’s policy to conduct a thorough due diligence process in relation to any such acquisition, risks remain that are inherent in suc h acquisitions.

Dilution risk

Centuria’s securityholders who do not participate in the equity raising, will have their investment in Centuria diluted. Centuria’s securityholders may have their investment in Centuria diluted by future capital raisings. Centuria may issue new securities to finance future acquisitions or pay down debt which may, under certain circumstances, dilute the v alue of an investor’s interest. Centuria will only raise equity if it believes that the benefit to investors of acquiring the relevant assets or reducing gearing is greater than the short term de triment caused by the potential dilution associated with a capital raising.

Information system disruption

Centuria relies on its infrastructure and information technology in order to operate its business. A severe disruption to or failure o f Centuria's information technology systems may adversely impact the operations of Centuria and its current and future business and financial performance.
Personnel risk
The ability of Centuria to successfully deliver on its strategy is dependent on retaining key employees (such as John McBain (Group Joint CEO), Jason Huljich (Group Joint CEO) and Simon Holt (CFO)). The loss of senior management, or other key personnel, could adversely impact on Centuria’s current and future business and financial performance.

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APPENDIX B

International Offer Restrictions

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APPENDICES

Appendix B: International Offer Restrictions

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This document does not constitute an offer of securities in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the securities may not be offered or sold, in any country outside Australia except to the extent permitted below.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The New Securities have not been and will not be, registered under the US Securities Act of 1933 (US Securities Act) or the securities laws of any state or other jurisdiction in the United States. The New Securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable US State securities laws.

Hong Kong

WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (SFO). No action has been taken in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the stapled securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO). No advertisement, invitation or document relating to the stapled securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the stapled securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"). The Stapled Securities are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore (MAS) and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (SFA) in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The issuer is not authorised or recognised by the MAS and the stapled securities are not allowed to be offered to the retail public. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the stapled securities may not be circulated or distributed, nor may the stapled securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA. This document has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are not an institutional investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the stapled securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

C E N T U R I A C A P I T A L G R O U P A S X : C N I

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CENTURIA METROPOLITAN REIT ASX:CMA 16

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CENTURIA CAPITAL GROUP — Capital/Financing Update 2019

64677_rns_2019-09-17_c6219faa-dbd3-40f2-9a63-d9ead7522574.pdf