CENTURIA CAPITAL GROUP — Capital/Financing Update 2019

Jan 17, 2019

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 Performance rights issued under the Centuria or to be issued Capital Group Executive Incentive Plan ( Performance Rights ). 2 Number of +securities 2,276,560 Performance Rights issued or to be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013 Doc ID 612084293/v1

3 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)

The 2,276,560 Tranche 6 Performance Rights were issued to the following persons: • John McBain: 638,298 • Jason Huljich: 505,319 • Non-director executives: 1,132,943 The Performance Rights represent the long-term incentive component of the remuneration packages of the executive directors and non- director executives. Each Performance Right is a right to acquire one stapled security in CNI (or an equivalent cash amount), subject to the achievement of the performance hurdles. Performance Rights do not carry any dividend or voting rights. Of the total long-term incentive grant, the proportion of the Performance Rights subject to the performance hurdles is: • FUM Growth Hurdle - 25%; and • TSR Hurdle - 75%. The Performance Period is 3 years, commencing on 1 July 2018 and ending on 30 June 2021. Following the end of the Performance Period, the performance hurdles will be tested and the Board will determine the extent to which the Performance Rights will vest. CNI’s obligation to allocate securities on vesting may be satisfied by issuing new stapled securities, acquiring stapled securities on market or transferring stapled securities from an employee security trust or an equivalent cash payment. Stapled securities allocated on the vesting of Performance Rights will not be subject to any further trading restrictions, subject to complying with the Group’s Security Trading Policy. No amount will be payable in respect of the allocation of Performance Rights, nor in respect of any stapled securities granted upon vesting of the Performance Rights.

Appendix 3B Page 2

04/03/2013 Doc ID 612084293/v1

If an executive director or non-director executive ceases to be employed by the Group before the end of the Performance Period, whether the Performance Rights lapse will depend on the circumstances of cessation.

4 Do the[+] securities rank Stapled Securities allocated upon vesting of the equally in all respects from Performance Rights will rank equally with the the[+] issue date with an existing Stapled Securities on issue. 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 5 Issue price or Nil consideration 6 Purpose of the issue Issue of Performance Rights to executive (If issued as consideration directors and non-director executives pursuant to for the acquisition of CNI's Executive Incentive Plan and, in respect of assets, clearly identify the issue of Performance Rights to the executive those assets) directors, as approved by CNI securityholders at CNI's 2018 Annual General Meeting held on 16 November 2018.

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013 Doc ID 612084293/v1

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 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	No
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

Appendix 3B Page 4

04/03/2013 Doc ID 612084293/v1

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. 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)	Not applicable
	1 February 2019
	Number	+Class
	383,483,149	Fully paid Stapled Securities
	Number	+Class
	1,585,254 Tranche 4 Performance Rights 1,972,572 Tranche 5 Performance Rights 2,276,560 Tranche 6 Performance Rights 20,098,470 options over unissued Stapled Securities	Performance Rights issued pursuant to CNI's Executive Incentive Plan. Options
	The Performance Rights do not carry a right to a dividend or distribution prior to vesting.

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013 Doc ID 612084293/v1

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 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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

Appendix 3B Page 6

04/03/2013 Doc ID 612084293/v1

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 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
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013 Doc ID 612084293/v1

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

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +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

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

Entities that have ticked box 34(b)

38 Number of[+] securities for which Not applicable +quotation is sought

39 +Class of +securities for which Not applicable quotation is sought

Appendix 3B Page 8

04/03/2013 Doc ID 612084293/v1

• 40 Do the[+] securities rank equally in Not applicable all 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

• 41 Reason for request for quotation Not applicable 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 +Class 42 Number and +class of all Not applicable Not applicable +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013 Doc ID 612084293/v1

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 (on the basis that the Performance Rights are not transferrable) .

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.

Sign here: Date: 18 January 2019 Company secretary

Print name: Anna Kovarik

== == == == ==

Appendix 3B Page 10

04/03/2013 Doc ID 612084293/v1