CENTURIA CAPITAL GROUP

Centuria Capital Group RETAIL ENTITLEMENT OFFER

CENTURIA CAPITAL GROUP IS UNDERTAKING A 1 FOR 15 NON-RENOUNCEABLE RETAIL ENTITLEMENT OFFER OF STAPLED SECURITIES AT AN ISSUE PRICE OF $2.25 PER NEW STAPLED SECURITY. THE RETAIL ENTITLEMENT OFFER CLOSES AT 5PM (SYDNEY TIME), TUESDAY, 10 NOVEMBER 2020.

Centuria Capital Group comprising Centuria Capital Limited (ABN 22 095 454 336); and Centuria Funds Management Limited (ACN 607 153 588) in its capacity as responsible entity of Centuria Capital Fund (ARSN 613 856 358) NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This document and accompanying personalised Entitlement and Acceptance Form contain important information and requires your immediate attention. You should read both documents carefully and in their entirety. This document is not a prospectus or product disclosure statement under the Corporations Act and has not been lodged with ASIC. If you have any queries please call your stockbroker, accountant or other professional adviser or the Centuria Offer Information Line on 1800 182 257 (from within Australia) or +61 2 9290 9689 (from outside Australia) between 9.00am and 5.00pm (Sydney time), Monday to Friday during the Offer Period (from 29 October 2020 until 5pm on 10 November 2020), or visit our website at www.centuria.com.au. CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 2

04 Important Notices

06 Chairman’s Letter
07 Key Dates
08 What Should You Do?

09 Section 1 - Overview of the Equity Raising

11 Section 2 - How to Apply - Eligible Retail Stapled Securityholders 13 Section 3 - Australian Taxation 15 Section 4 - New Zealand Taxation 17 Section 5 - Important Information for Stapled Securityholders 22 Section 6 - Eligible Retail Stapled Securityholder Declarations 23 Glossary 25 Corporate Directory 26 Annexure A - ASX Announcement 30 Annexure B - Investor Presentation

PAGE 3 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Important notices

This Retail Entitlement Offer Booklet is dated 23 October 2020. Capitalised terms in this section have the meaning given to them in this Retail Entitlement Offer Booklet (including the Glossary).

This Retail Entitlement Offer Booklet is issued by Centuria Capital Group (Centuria) which is a stapled vehicle comprised of Centuria Capital Limited (ABN 22 095 454 336) and Centuria Funds Management Limited (ACN 607 153 588) as the responsible entity of Centuria Capital Fund (ARSN 613 856 358).

This Retail Entitlement Offer is being made pursuant to sections 708AA and 1012DAA of the Corporations Act which allows Retail Entitlement Offers to be offered without a prospectus or product disclosure statement. This Retail Entitlement Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus or product disclosure statement. As a result, it is important for you to read and understand this Retail Entitlement Offer Booklet in its entirety, along with the publicly available information on Centuria and the Entitlement Offer (for example, the information available on Centuria’s website www.centuria.com. au and on the ASX’s website www.asx.com. au) prior to deciding whether to accept your Entitlement and apply for New Stapled Securities.

The Investor Presentation, which is included in Annexure B, details important factors and risks that could affect the financial and operating performance of Centuria. Please refer to the Key Risks section of the Investor Presentation for details. When making an investment decision in connection with this Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 3 and Section 4 of this Retail Entitlement Offer Booklet).

Investments in Centuria are subject to investment risk, including delays in repayment and loss of income and capital invested. Neither Centuria nor the Underwriter guarantee any return or any particular rate of return on the New Stapled Securities offered under the Retail Entitlement Offer, the performance of Centuria generally, the repayment of capital from Centuria or any particular tax treatment.

By returning an Entitlement and Acceptance Form or otherwise paying for your New Stapled Securities through BPAY® in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Retail Entitlement Offer Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Retail Entitlement Offer Booklet.

No overseas offering

This Retail Entitlement Offer Booklet, the accompanying Entitlement and Acceptance Form, the accompanying ASX announcement and the accompanying Investment Presentation, do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Retail Entitlement Offer Booklet does not constitute an offer to Ineligible Stapled Securityholders.

This Retail Entitlement Offer Booklet is not to be distributed in, and no offer of New Stapled Securities is to be made under the Retail Entitlement Offer, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Stapled Securities, or otherwise permit the public offering of the New Stapled Securities, in any jurisdiction other than Australia and New Zealand.

The distribution of this Retail Entitlement Offer Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this Retail Entitlement Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Stapled Securities is subject to all requisite authorities and clearances being obtained for Centuria to lawfully receive your Application Monies.

New Zealand

The New Stapled Securities are not being offered to the public within New Zealand other than to existing Stapled Securityholders of Centuria with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

United States - Not for distribution or release in the United States

This Retail Entitlement Offer Booklet, and any accompanying ASX announcement, Investor Presentation and the Entitlement and Acceptance Form, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States.

Neither this Retail Entitlement Offer Booklet nor the Entitlement and Acceptance Form may be distributed or released in the United States. Neither the Entitlements nor the New Stapled Securities have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up or exercised by persons in the United States or by persons who are acting for the account or benefit of a person in the United States. Neither the Entitlements nor the New Stapled Securities may be offered, sold or resold in the United States or to persons acting for the account or benefit of a person in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. The Entitlements and the New Stapled Securities in the Retail Entitlement Offer will be offered and sold only in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act.

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 4

Important notices

Definitions and currency

Defined terms used in this Retail Entitlement Offer Booklet are contained in the Glossary. All currency amounts in this Retail Entitlement Offer Booklet are in Australian dollars unless otherwise stated.

Times and dates

All dates and times in this Retail Entitlement Offer Booklet 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 Centuria’s website at www.centuria.com. au. Refer to the Key Dates section for more details.

Not investment advice

Stapled Securityholders must note that the information provided in this Retail Entitlement Offer Booklet and the accompanying Entitlement and Acceptance Form does not constitute financial product advice. All information has been prepared without taking into account your individual investment objectives, financial circumstances or particular needs. The information contained in this Retail Entitlement Offer Booklet and the accompanying Entitlement and Acceptance Form should not be considered as comprehensive or to comprise all the information which a Stapled Securityholder may require in order to determine whether or not to subscribe for New Stapled Securities. If you have any questions, please consult your professional adviser before deciding whether or not to invest.

Past Performance

Investors should note that Centuria’s past performance, including past security price performance and historical information in ASX announcements, cannot be relied upon as an indicator of (and provides no guidance as to) Centuria’s future performance, including Centuria’s future financial position or security price performance. The pro forma historical information is not represented as being indicative of Centuria’s views on its future financial condition or performance.

Forward-looking statements

This Retail Entitlement Offer Booklet contains certain “forward looking statements” including, without limitation, projections and guidance on the performance of Centuria and the outcome of the Entitlement Offer. Forward looking statements can generally be identified by use of forward looking words such as “anticipate”, “expect”, “likely”, “intend”, “should”, “could”, “may”, “propose”, “predict”, “plan”, “potential”, “will”, “believe”, “forecast”, “estimate”, “target”, “outlook”, “guidance” and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, statements relating to the future performance of Centuria and the outcome and effects of the Entitlement Offer and use of proceeds. No representation or warranty is given as to the accuracy or likelihood of achievement of any forwardlooking statement in this Retail Entitlement Offer Booklet, or any events or results expressed or implied in any forward-looking statement. Forward-looking statements, opinions and estimates provided in this Retail Entitlement Offer Booklet are not guarantees of future performance and are by their nature inherently uncertain and are based on future events which may or may not be correct, assumptions and estimates which are subject to certain risks, uncertainties and change without notice, as are statements about market and industry trends, which are based on interpretation of market conditions. Actual results and performance may vary materially because events and actual circumstances frequently do not occur as forecast and future results are subject to known and unknown risk such as changes in market conditions and in regulations. Investors should form their own views as to these matters and any assumptions on which any of the forward-looking statements are based and not place reliance on such statements. To the maximum extent permitted by law, Centuria, the Underwriter, their respective affiliates and related bodies corporate, and each of their respective directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions.

Risks

Refer to the Key Risks section of the Investor Presentation included in Annexure B of this Retail Entitlement Offer Booklet for a summary of general and specific risk factors that may affect Centuria.

Trading New Stapled Securities

Centuria, the Underwriter and their respective affiliates and related bodies corporate will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Stapled Securities they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Centuria or the Registry or otherwise, or who otherwise trade or purport to trade New Stapled Securities in error or which they do not hold or are not entitled to.

If you are in any doubt as to these matters, you should first consult with your stockbroker, accountant or other professional advisers.

PAGE 5 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Chairman’s letter

Centuria – Retail Entitlement Offer

Dear Stapled Securityholder,

On behalf of the Directors of Centuria, I am pleased to invite you to participate in Centuria’s recently announced underwritten 1 for 15 non-renounceable pro-rata Retail Entitlement Offer (Retail Entitlement Offer) of new Centuria stapled securities (New Stapled Securities) at an issue price of $2.25 per New Stapled Security (Issue Price) . On 22 October 2020, Centuria announced the acquisition of the Visy glass facility at 752 Great South Road, Penrose, Auckland, New Zealand (Visy Facility). The Visy Facility will be acquired via a sale and leaseback, underpinned by a 20-year triple net lease to Visy (Acquisition) . It will form a new NZ single asset unlisted fund to be launched by Augusta Capital which will be underwritten by Centuria. The Acquisition is the largest single asset unlisted fund launched by Centuria to date.

FY21 Guidance Upgrade

As a direct consequence of a strong first half year performance from property funds management operations in Australia and New Zealand, Centuria announced on 22 October 2020 the following guidance upgrade:

FY21 operating earnings per Stapled Security guidance increases to 11.5 –12.5 cents per Staple Security; and
FY21 distribution per Stapled Security guidance increases to 9.0 cents per Stapled Security.

Equity Raising

On 22 October 2020, Centuria announced its intention to raise approximately $100 million by way of:

a private placement (Placement) to Eligible Institutional Stapled Securityholders and Institutional Investors invited to participate in the Placement to raise approximately $19.5 million; and
an accelerated non-renounceable entitlement offer to Eligible Institutional Stapled Securityholders (Institutional Entitlement Offer) and a nonrenounceable retail entitlement offer to Eligible Retail Stapled Securityholders (Retail Entitlement Offer) to raise approximately $80.5 million (together the Institutional Entitlement Offer, Retail Entitlement Offer and the Placement are referred to as the Equity Raising).

The Institutional Entitlement Offer received strong support with commitments of approximately $52.1 million. Due to strong demand from new and existing institutional investors, the Placement was

oversubscribed. The Board has determined to accept the oversubscriptions increasing the Placement from $19.5 million to $39.5 million. The Institutional Entitlement Offer together with the Placement has raised approximately $91.6 million. The total intended Equity Raising has accordingly increased from $100.0 million to $120.0 million.

The Board is pleased to provide Eligible Retail Stapled Securityholders with an opportunity to increase their investment in Centuria and to support the ongoing execution of its growth strategy.

Under the Retail Entitlement Offer, Eligible Retail Stapled Securityholders can subscribe for 1 New Stapled Security for every 15 Stapled Securities held as at the Record Date at an Issue Price of $2.25 per New Stapled Security. The Issue Price represents a 2.8% discount to the 5 day VWAP of $2.32 per security on 21 October 2020.

The Equity Raising repositions Centuria’s balance sheet through the repayment of debt and provides funding flexibility to execute new transaction opportunities including the underwriting of a new single asset unlisted fund which will acquire the Visy Facility. Centuria will have approximately $105 million of working capital available post the Equity Raising.

The Equity Raising is fully underwritten by Moelis Australia Advisory Pty Ltd (Underwriter) , subject to the terms of the Underwriting Agreement (see section 5.9 for more details).

The New Stapled Securities issued under the Entitlement Offer will rank equally with existing Stapled Securities on issue and will be entitled to participate in all future distributions of Centuria.

The number of New Stapled Securities for which you are entitled to subscribe under the Retail Entitlement Offer (Entitlement) is set out in your personalised Entitlement and Acceptance Form that will accompany this Retail Entitlement Offer Booklet when it is despatched to Eligible Retail Stapled Securityholders on 29 October 2020. Eligible Retail Stapled Securityholders who take up their full Entitlement may also apply for Additional New Stapled Securities in excess of their Entitlement up to 100% of their full Entitlement at the Issue Price. In the event of oversubscriptions, the allocation of Additional New Stapled Securities will be at the discretion of the Board and the Underwriter and subject to scale back. There is no guarantee that you will be allocated any Additional New Stapled Securities.

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferrable. If you do not participate in the Retail Entitlement Offer, your Entitlement will lapse and you will receive no value for those lapsed Entitlements.

If you decide to take this opportunity to increase your investment in Centuria please ensure that, before 5.00pm (Sydney time) on 10 November 2020, you have paid your Application Monies preferably via BPAY® pursuant to the instructions that are set out in the personalised Entitlement and Acceptance Form that will accompany this Retail Entitlement Offer Booklet when it is despatched to you, or otherwise that your completed Entitlement and Acceptance Form and your Application Monies are received in cleared funds by the Registry. If you apply and pay your Application Monies before 5.00pm (Sydney time) on 2 November 2020 ( Early Retail Acceptance Due Date) via BPAY®, your New Stapled Securities will be allotted to you on 4 November 2020, which is the same date that new Stapled Securities will be issued under the Placement and the Institutional Entitlement Offer.

The Retail Entitlement Offer closes at 5.00pm (Sydney time) on Tuesday, 10 November 2020

The Board advises you to carefully read this Retail Entitlement Offer Booklet in its entirety and to seek appropriate professional advice before making any investment decision. In particular, you should refer to the Key Risks section of the Investor Presentation included in Annexure B of this Retail Entitlement Offer Booklet for a summary of general and specific risk factors that may affect Centuria and the Entitlement Offer.

If you have any questions about the Entitlement Offer, please do not hesitate to contact Centuria’s Offer Information Line on 1800 182 257 (from within Australia) or +61 2 9290 9689 (from outside Australia) between 9am and 5pm (Sydney time), Monday to Friday during the Offer Period.

If you do not wish to take up any of your Entitlement, you do not have to take any action. On behalf of the Directors of Centuria, we invite you to consider this investment and participate in the exciting next stage of Centuria’s growth.

Yours faithfully,

==> picture [74 x 37] intentionally omitted <==

GARRY CHARNY

Chairman

CENTURIA CAPITAL GROUP CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER I RETAIL ENTITLEMENT OFFER PAGE 6

Key dates

KEY EVENT	DATE
Trading halt and announcement of the Placement, Institutional Entitlement Offer	Thursday,
and Retail Entitlement Offer	22 October 2020
Placement and Institutional Entitlement Offer opens and closes	Thursday,
	22 October 2020
Trading re-commences on an ex-entitlement basis	Friday,
	23 October 2020
Record Date for eligibility in the Retail Entitlement Offer	7pm (Sydney time) Monday,
	26 October 2020
Retail Entitlement Offer opens	9.00am (Sydney time) Thursday,
	29 October 2020
Retail Entitlement Offer Booklet despatched	Thursday,
	29 October 2020
Early Retail Acceptance Due Date	5.00pm (Sydney time) Monday,
	2 November 2020
Settlement of the New Stapled Securities issued under the Placement, Institutional	Tuesday,
Entitlement Offer and Retail Entitlement Offer for applications received by the	3 November 2020
EarlyRetail Acceptance Due Date
Issue and normal trading on ASX of New Stapled Securities issued under the Placement,	Wednesday,
Institutional Entitlement Offer and Retail Entitlement Offer for applications received	4 November 2020
bythe EarlyRetail Acceptance Due Date
Retail Entitlement Offer closes	5.00pm (Sydney time) Tuesday,
	10 November 2020
Settlement of the remaining New Stapled Securities issued under the	Monday,
Retail Entitlement Offer	16 November 2020
Issue of remaining New Stapled Securities issued under the Retail Entitlement Offer	Tuesday,
	17 November 2020
Remaining New Stapled Securities issued under the Retail Entitlement Offer	Wednesday,
commence tradingon ASX on a normal settlement basis	18 November 2020
Despatch of holding statements for the remaining New Stapled Securities issued	Thursday,
under the Retail Entitlement Offer	19 November 2020

All dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates refer to Sydney time. Centuria reserves the right to amend any or all of these dates and times, with the consent of the Underwriter, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, Centuria reserves the right to extend the Closing Date and to accept late Applications under the Retail Entitlement Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the Issue Date for New Stapled Securities under the Retail Entitlement Offer. Any changes to the timetable will be posted on Centuria’s website at www.centuria.com.au.

The commencement of quotation of New Stapled Securities is subject to the discretion of ASX.

Cooling off rights do not apply to an investment in New Stapled Securities. You cannot withdraw your application once it has been accepted. Eligible Retail Stapled Securityholders wishing to participate in the Retail Entitlement Offer are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens to ensure their application is received by the Centuria Registry in time.

Subject to the consent of the Underwriter, Centuria also reserves the right not to proceed with the Equity Raising in whole or in part at any time prior to issue of the New Stapled Securities under the Retail Entitlement Offer. In that event, the relevant Application Monies (without interest) will be returned in full to applicants.

PAGE 7 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

What should you do?

1. Read this Retail Entitlement Offer Booklet and the accompanying Entitlement and Acceptance Form

This Retail Entitlement Offer Booklet and the personalised Entitlement and Acceptance Form that accompanies it contain important information about the Retail Entitlement Offer. You should read both documents carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer. The Retail Entitlement Offer Booklet can also be viewed at www.centuria.com.au.

This Retail Entitlement Offer is not being made under a prospectus or product disclosure statement. This Retail Entitlement Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus or product disclosure statement. As a result, it is important for you to read and understand this Retail Entitlement Offer Booklet in its entirety, along with the publicly available information on Centuria and the Entitlement Offer (for example, the information available on Centuria’s website www. centuria.com.au and on the ASX’s website www.asx.com.au) prior to deciding whether to accept your Entitlement and apply for New Stapled Securities.

If you are in doubt as to the course you should follow, you should seek appropriate professional advice before making an investment decision.

2. Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspects of the Retail Entitlement Offer.

An investment in New Stapled Securities is subject to both known and unknown risks, some of which are beyond the control of Centuria. These risks include the possible loss of income and principal invested. Centuria does not guarantee any return, any particular rate of return, the performance on the New Stapled Securities offered under the Retail Entitlement Offer, the performance of Centuria generally or the repayment of capital from Centuria. In considering an investment in New Stapled Securities, investors should have regard to (amongst other things) the Key Risks section in the Investor Presentation set out in Annexure B and the disclaimers outlined in this Retail Entitlement Offer Booklet.

3. Decide what you want to do

If you are an Eligible Retail Stapled Securityholder, you have four options available to you in relation to the Retail Entitlement Offer:

take up all of your Entitlement (refer to Section 2.2);
take up all of your Entitlement and apply for Additional New Stapled Securities in excess of your Entitlement (refer to Section 2.2);

Ineligible Retail Stapled Securityholders

All Stapled Securityholders who do not satisfy the criteria to be Eligible Retail Stapled Securityholders are Ineligible Retail Stapled Securityholders. Ineligible Retail Stapled Securityholders may not take up any of their Entitlements.

Eligible Retail Stapled Securityholders

Eligible Retail Stapled Securityholders who take up their Entitlement in full may also apply for Additional New Stapled Securities in excess of their Entitlement up to 100% of their full Entitlement. There is no guarantee that you will be allocated any Additional New Stapled Securities. In the event of oversubscription, the allocation of Additional New Stapled Securities will be at the discretion of the Board and the Underwriter and subject to scale back.

Disregarding the Placement, Eligible Retail Stapled Securityholders who do not participate in the Retail Entitlement Offer, or participate for an amount less than their full Entitlement will have their percentage holding in Centuria reduced. Disregarding the Placement, Eligible Retail Stapled Securityholders who participate in the Retail Entitlement Offer will see their percentage holding in Centuria reduce, increase or stay the same depending on the proportion of their Entitlement they subscribe for and the Additional New Stapled Securities applied for and allocated to them, at the discretion of the Board and the Underwriter.

The Entitlement Offer is non-renounceable, which means that the Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately. If you do not participate in the Entitlement Offer, you will not receive any value for your Entitlement.

4. Apply for New Stapled Securities

To participate in the Retail Entitlement Offer, please complete and lodge a valid Entitlement and Acceptance Form and Application Monies for New Stapled Securities, or make a payment by BPAY®, so that it is received by 5.00pm (Sydney time) on 10 November 2020 pursuant to the instructions set out on the Entitlement and Acceptance Form. See Section 2 - How to Apply - Eligible Retail Stapled Securityholders for more information.

If you take no action your Entitlement under the Retail Entitlement Offer will lapse.

5. Questions

If you have any questions about the Retail Entitlement Offer, please do not hesitate to contact the Centuria Offer Information Line on 1800 182 257 (from within Australia) or +61 2 9290 9689 between 9.00am and 5.00pm (Sydney time), Monday to Friday during the Offer Period.

take up part of your Entitlement (refer to Section 2.2); or
do nothing and allow your Entitlement to lapse (refer to Section 2.3).

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 8

Section 1 - Overview of the Equity Raising

1.1 Overview

Centuria intends to raise approximately $100 million through the Equity Raising, which comprises the Placement, Institutional Entitlement Offer and the Retail Entitlement Offer.

The Equity Raising is underwritten by the Underwriter, subject to the terms of the Underwriting Agreement (see section 5.9 for more details).

Under the Retail Entitlement Offer, Centuria is offering Eligible Retail Stapled Securityholders the opportunity to subscribe for 1 New Stapled Security for every 15 Stapled Securities held on the Record Date. The Issue Price per New Stapled Security is $2.25.

The Retail Entitlement Offer is non-renounceable, which means that the Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately. If you do not participate in the Retail Entitlement Offer, you will not receive any value for your Entitlement.

Please refer to the ASX Announcement and the Investor Presentation annexed to this Retail Entitlement Offer Booklet for information on the reasons for the Equity Raising, the use of the proceeds of the Equity Raising, and for further information on Centuria and its strategy.

1.2 Placement and Institutional Entitlement Offer

On 22 October 2020, the Placement was conducted with eligible Institutional Investors being offered New Stapled Securities at an Issue Price of $2.25 per New Stapled Security. In addition, Eligible Institutional Stapled Securityholders were given the opportunity to take up all or part of their Entitlement under the Institutional Entitlement Offer at an Issue Price of $2.25 per New Stapled Security.

Due to strong demand from new and existing institutional investors, the Placement was oversubscribed. The Board has determined to accept the oversubscriptions increasing the Placement from $19.5 million to $39.5 million and increasing the intended total Equity Raising from $100.0 million to $120.0 million. The additional proceeds from the Placement will be used to support the continued growth of Centuria’s unlisted and listed businesses.

Centuria also received strong support under the Institutional Entitlement Offer with commitments of approximately $52.1 million. The New Stapled Securities are expected to be allotted under the Placement and Institutional Entitlement Offer on 4 November 2020.

1.3 Retail Entitlement Offer

Under the Retail Entitlement Offer, Eligible Retail Stapled Securityholders are being invited to subscribe for all or part of their Entitlement and are being sent this Retail Entitlement Offer Booklet with a personalised Entitlement and Acceptance Form. Eligible Retail Stapled Securityholders who have requested to receive their communications via email will be sent a personal link to their Entitlement Form and the Retail Entitlement Offer Booklet by email. Centuria is also offering Eligible Retail Stapled Securityholders the opportunity to apply for Additional New Stapled Securities in excess of their Entitlement up to 100% of their full Entitlement. If the Additional New Stapled Securities is oversubscribed, the issue

of Additional New Stapled Securities will be at the discretion of the Board and the Underwriter and subject to scale back on a pro-rata basis. The issue of Additional New Stapled Securities (if any) will take place along with issue of New Stapled Securities offered under the Retail Entitlement Offer.

The Retail Entitlement Offer constitutes an offer only to Eligible Retail Stapled Securityholders, being Stapled Securityholders on the Record Date who have a registered address in Australia or New Zealand and are eligible under all applicable laws to receive an offer under the Retail Entitlement Offer. A person in the United States or acting for the account or benefit of a person in the United States (to the extent such person holds Stapled Securities for the account or benefit of such person in the United States) or an Institutional Stapled Securityholder (other than a nominee to the extent that the nominee holds Stapled Securities on behalf of an Eligible Retail Stapled Securityholder) is not entitled to participate in the Retail Entitlement Offer is not entitled to participate in the Retail Entitlement Offer.

Determination of eligibility of investors for the purposes of the Entitlement Offer is by reference to a number of matters, including legal requirements and the discretion of Centuria and the Underwriter. Centuria, the Underwriter and their respective affiliates and related bodies corporate disclaim any liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.

The Retail Entitlement Offer closes at 5pm (Sydney time) on 10 November 2020, with New Stapled Securities to be issued on 17 November 2020.

The Retail Entitlement Offer is underwritten by the Underwriter and seeks to raise approximately $28.4 million. The Issue Price under the Retail Entitlement Offer is $2.25 per New Stapled Security.

1.4 Use of proceeds

The following table below provides an overview of the use of proceeds from the Equity Raising:

Sources of proceeds	$AUD (million)
Entitlement Offer	80.5
Placement	19.5
Total sources	100.0
Uses of proceeds	$AUD (million)
Working capital (including	58.0
underwritingsupport for the VisyFacility)
Transaction costs	2.5
Debt repayment	39.5
Total uses	100.0

PAGE 9 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

1.5 Ranking of New Stapled Securities

New Stapled Securities will rank equally with existing Stapled Securities on issue.

1.6 Reconciliation and fractional entitlements

In any entitlement offer, investors may believe that they own more or fewer existing Stapled Securities on the Record Date than they ultimately do. This could potentially result in the requirement for reconciliation to ensure all Eligible Retail Stapled Securityholders have the opportunity to receive their full Entitlement. If this is required, it is possible that Centuria may need to issue a small quantity of additional New Stapled Securities to ensure all Eligible Institutional Stapled Securityholders and Eligible Retail Stapled Securityholders have the opportunity to receive their full Entitlement. The price at which these Stapled Securities will be issued will be the same as the Issue Price. Centuria also reserves the right to reduce the number of New Stapled Securities allocated to Eligible Stapled Securityholders or persons claiming to be Eligible Stapled Securityholders, if their Entitlement claims prove to be overstated, or if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are indeed not Eligible Stapled Securityholders.

To the extent that the application of the offer ratio of 1 New Stapled Security for every 15 existing Stapled Securities held on the Record Date results in a fractional entitlement to New Stapled Securities for a particular Stapled Securityholder, that Securityholder’s Entitlement shall be rounded up to the next higher whole number of New Stapled Securities.

1.8 Holding statements

Holding statements are expected to be despatched to Eligible Stapled Securityholders:

on or around 5 November 2020 in respect of New Stapled Securities allotted under the Institutional Entitlement Offer and Retail Entitlement Offer for applications received by the Early Retail Acceptance Due Date; and
on 19 November 2020 in respect of New Stapled Securities issued under the Retail Entitlement Offer.

It is the responsibility of each applicant to confirm their holding before trading in New Stapled Securities. Any applicant who sells New Stapled Securities before receiving confirmation of their holding in the form of their holding statement will do so at their own risk. Centuria, the Underwriter and their respective affiliates and related bodies corporate each disclaim all liability whether in negligence or otherwise (and to the maximum extent permitted by law) to persons who trade New Stapled Securities before receiving their holding statements, whether on the basis of confirmation of the allocation provided by Centuria, the Registry or the Underwriter.

1.9 Withdrawal of the Entitlement Offer

Subject to the consent of the Underwriter, Centuria reserves the right to withdraw the Entitlement Offer at any time, in which case Centuria will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest.

1.7 Quotation and trading

Centuria will apply to ASX for the official quotation of the New Stapled Securities in accordance with ASX Listing Rule requirements. Subject to approval being granted, it is expected that normal trading of New Stapled Securities:

issued under the Placement, Institutional Entitlement Offer and Retail Entitlement Offer for applications received by the Early Retail Acceptance Due Date will commence on 4 November 2020; and
issued under the Retail Entitlement Offer (including any Additional New Stapled Securities) will commence on 17 November 2020.

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 10

Section 2 - How to apply – Eligible Retail Stapled Securityholders

2.1 Choices available to Eligible Retail Stapled Securityholders

Eligible Retail Stapled Securityholders may do any one of the following:

take up all of your Entitlement (refer to Section 2.2);
take up all of your Entitlement and apply for Additional New Stapled Securities in excess of your Entitlement (refer to Section 2.2);
take up part of your Entitlement (refer to Section 2.2); or
do nothing and allow your Entitlement to lapse (refer to Section 2.3).

Centuria is also offering Eligible Retail Stapled Securityholders who take up all of their Entitlement the opportunity to apply for Additional New Stapled Securities in excess of their Entitlement up to 100% of their full Entitlement (refer to Section 2.2).

The Retail Entitlement Offer is a pro rata offer to Eligible Retail Stapled Securityholders only.

2.2 Take up all or part of your Entitlement, or take up all of your Entitlement and apply for Additional New Stapled Securities in excess of your Entitlement

If you wish to take up your Entitlement in full or in part, or in full and apply for Additional New Stapled Securities in excess of your Entitlement, there are two different ways you can submit your Application and Application Monies.

2.2.1 Payment via BPAY®

For payment by BPAY®, please follow the instructions set out on the personalised Entitlement and Acceptance Form. Eligible Retail Stapled Securityholders who have requested to receive their communications via email will be sent a personal link to their Entitlement Form and the Retail Entitlement Offer Booklet by email. You can only make payment by BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.

If you are paying by BPAY®, please ensure you use the specific Biller Code and your unique Customer Reference Number (CRN) found on your personalised Entitlement and Acceptance Form. Eligible Retail Stapled Securityholders who have requested to receive their communications via email will be sent a personal link to their Entitlement Form and the Retail Entitlement Offer Booklet by email. If you have multiple holdings and receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings, only use the CRN specific to that holding. If you do not use the correct CRN specific to that holding, your Application will not be recognised as valid and may be rejected.

You can be allotted New Stapled Securities the subject of your Entitlement at the same time as Eligible Institutional Stapled Securityholders under the Institutional Entitlement Offer being, 4 November 2020. To do this you must make payment of the Application Monies via BPAY® in time to ensure that cleared funds are received no later than 5.00 pm (Sydney time) on 2 November 2020. If your payment of the Application Monies is received in cleared funds after this time, but before the Retail Closing Date, New Stapled Securities will be allotted to you on 17 November 2020.

Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment of Application Monies.

To apply and pay via BPAY®, you should:

read this Retail Entitlement Offer Booklet and the Entitlement and Acceptance Form in their entirety (also available online at www.centuriaInvestor.com.au) and seek appropriate professional advice if necessary;
make your payment in respect of the full Application Monies via BPAY® for the number of New Stapled Securities you wish to subscribe for (being the Issue Price of $2.25 per New Stapled Security multiplied by the number of New Stapled Securities (including your Entitlement and any Additional New Stapled Securities) you are applying for) so that it is received by no later than the Closing Date, being 5pm (Sydney time) on 10 November 2020.

If you choose to pay via BPAY® you are not required to submit the Entitlement and Acceptance Form but are taken to make the statements on that form and representations outlined below in Section 2.4 (Implications of making an Application), including the Eligible Retail Stapled Securityholder declarations referred to in the Entitlement and Acceptance Form.

If you take up all or part of your Entitlement (or all of your Entitlement and apply for Additional New Stapled Securities) and your payment of the Application Monies is received in cleared funds by the Closing Date, being 5pm (Sydney time) on 10 November 2020, New Stapled Securities (and Additional New Stapled Securities) are expected to be issued to you on the Issue Date being 17 November 2020 . Your payment of the Application Monies will not be accepted after the Closing Date, being 5pm (Sydney time) on 10 November 2020, and no New Stapled Securities (or Additional New Stapled Securities) will be issued to you in respect of such late Application.

If the amount of Application Monies is insufficient to pay in full for the number of New Stapled Securities you applied for, you will be taken to have applied for such whole number of New Stapled Securities which is covered in full by your Application Monies. Alternatively, your application will be rejected.

If you apply for Additional New Stapled Securities in excess of your Entitlement and you are not allocated all or some of the Additional New Stapled Securities applied for, the relevant Application Monies will be refunded to you after the Issue Date in accordance with the Corporations Act, without interest being payable. The issue of Additional New Stapled Securities will be at the discretion of the Board and the Underwriter and may be subject to scale back on a pro-rata basis.

2.2.2 Submit your completed Entitlement and Acceptance Form

together with cheque, bank draft or money order for all Application Monies

To apply and pay by cheque, bank draft or money order, you should:

read this Retail Entitlement Offer Booklet and the Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary;
complete the personalised Entitlement and Acceptance Form accompanying this Retail Entitlement Offer Booklet in accordance with the instructions set out on that form, and indicate the number of New Stapled Securities you wish to subscribe for; and

PAGE 11 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

return the completed Entitlement and Acceptance Form to the Registry (address details below) together with a cheque, bank draft or money order which must be:
in respect of the full Application Monies (being $2.25 per New Stapled Security multiplied by the number of New Stapled Securities (including your Entitlement and any Additional New Stapled Securities) you wish to subscribe for);
in Australian currency drawn on an Australian bank; and
made payable to ‘Centuria Retail Entitlement Offer’ and crossed ‘Not Negotiable’.

You should ensure that sufficient funds are held in relevant account(s) to cover the full Application Monies as your cheque will be processed on the day of receipt.

Cash payments will not be accepted. Receipts for payment will not be issued.

If you wish to be allotted New Stapled Securities the subject of your Entitlement at the same time as Eligible Institutional Stapled Securityholders under the Institutional Entitlement Offer, being 4 November 2020, you must make payment of the Application Monies via BPAY® (refer to section 2.2.1 above).

If you apply and pay by cheque, bank draft or money order, your Entitlement and Acceptance Form and your Application Monies in cleared funds must be received by the Registry by no later than 5pm (Sydney time) on 10 November 2020 and New Stapled Securities (and Additional New Stapled Securities) will be issued to you on the Issue Date being 17 November 2020. Entitlement and Acceptance Forms (and payments for Application Monies) will not be accepted after the Closing Date, being 5pm (Sydney time) on 10 November 2020 and no New Stapled Securities (and Additional New Stapled Securities) will be issued to you in respect of such late Application.

You need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order in respect of the full Application Monies reaches the Registry in sufficient time so that they are received by no later than 5pm (Sydney time) on the Closing Date being 10 November 2020 at the following address:

Postal Address

Mail to:

Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

Entitlement and Acceptance Forms (and payments for any Application Monies) will not be accepted at Centuria’s registered or corporate offices.

Note that if you have more than one holding of Stapled Securities, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. A separate Entitlement and Acceptance Form and payment of Application Monies must be completed for each separate Entitlement you hold.

2.2.3 Refund of Application Monies

Any Application Monies received for more than your final allocation of New Stapled Securities and Additional New Stapled Securities will be refunded as soon as practicable after issue. No interest will be paid to applicants on any Application Monies received or refunded.

2.3 Take no action and allow all of your Entitlement to lapse

If you are an Eligible Retail Stapled Securityholder and you do nothing, the Entitlements in respect of your Stapled Securities will lapse. Your Entitlement to participate in the Retail Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable. Stapled Securityholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

You should also note that, if you do not take up all or part of your Entitlement, then your percentage holding in Centuria will be diluted to the extent that New Stapled Securities are issued to other Stapled Securityholders and Institutional Investors.

2.4 Implications of making an Application

Returning a completed Entitlement and Acceptance Form or paying any Application Monies for New Stapled Securities via BPAY® will be taken to constitute a representation by the Eligible Retail Stapled Securityholder that they:

have received a copy of this Retail Entitlement Offer Booklet accompanying the Entitlement and Acceptance Form, and have read them in their entirety;
make the Eligible Retail Stapled Securityholder declarations referred to in the Entitlement and Acceptance Form and in Section 6 of this Retail Entitlement Offer Booklet; and
acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY® payment is made in relation to any Application Monies, the Application may not be varied or withdrawn except as required by law.

2.5 Enquiries

This Retail Entitlement Offer Booklet and the Entitlement and Acceptance Form that accompanies it contain important information. You should read both documents in their entirety before deciding whether or not to participate in the Retail Entitlement Offer. If you:

have questions in relation to the existing Stapled Securities upon which your Entitlement has been calculated;
have questions on how to complete the Entitlement and Acceptance Form or take up your Entitlement; or
have lost your Entitlement and Acceptance Form and would like a replacement form,

please call Centuria’s Offer Information Line on 1800 182 257 (from within Australia) or +61 2 9290 9689 between 9am and 5pm (Sydney time), Monday to Friday during the Offer Period. If you have further questions you should contact your professional adviser.

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 12

Section 3 - Australian Taxation

3.1 General

The section below provides a general summary of the Australian income tax, capital gains tax (CGT), goods and services tax (GST) and stamp duty implications of the Retail Entitlement Offer for certain Eligible Retail Stapled Securityholders.

The comments in this section deal only with the Australian taxation implications of the Retail Entitlement Offer if you:

are a resident for Australian income tax purposes; and
hold your Stapled Securities and will hold your New Stapled Securities on capital account.

The comments do not apply to you if you:

are not a resident for Australian income tax purposes;
hold your Stapled Securities and will hold your New Stapled Securities as revenue assets or trading stock (which will generally be the case if you are a bank, insurance company or carry on a business of trading in securities);
are subject to the ‘TOFA provisions’ in Division 230 of the Income Tax Assessment Act 1997 in relation to the Stapled Securities or New Stapled Securities; or
acquired the Stapled Securities in respect of which the Entitlement Offer is issued under any employee share scheme or where the New Stapled Securities are acquired pursuant to any employee share scheme.

The taxation implications of the Retail Entitlement Offer will vary depending upon your particular circumstances. Accordingly, you should seek and rely upon your own professional advice before concluding on the particular taxation treatment that will apply to you.

Centuria and its officers, employees, taxation or other advisers do not accept any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences.

This taxation summary is necessarily general in nature. It is strongly recommended that each Eligible Retail Stapled Securityholder seeks their own independent professional tax advice applicable to their particular circumstances.

This taxation summary does not constitute financial product advice as defined in the Corporations Act 2001. This summary is confined to taxation issues and is only one of the matters you need to consider when making a decision about your investments. You should consider taking advice from a licensed adviser, before making a decision about your investments.

3.2 Issue of Entitlements

The issue of the Entitlements should not, in and of itself, result in any amount being included in your assessable income.

3.3 Exercise of Entitlements

Eligible Retail Stapled Securityholders who exercise their Entitlements will acquire New Stapled Securities. No assessable income or capital gain should arise for you on the exercise (i.e. taking up) of your Entitlements.

If you take up all or part of your Entitlements, you will acquire New Stapled Securities. Each of the securities comprising the New Stapled Securities will constitute a separate asset for CGT purposes.

The total cost base (and reduced cost base) of the New Stapled Securities should equal the Issue Price for the New Stapled Securities plus certain non-deductible incidental costs incurred in acquiring the New Stapled Securities. The cost base should be allocated across the securities that comprise the New Stapled Securities on a reasonable basis.

Each of the securities comprising the New Stapled Securities will be taken to be acquired on the day that the Entitlement in respect of the New Stapled Security is exercised.

3.4 Acquiring Additional New Stapled Securities

No assessable income or capital gain should arise for you from acquiring Additional New Stapled Securities.

The cost base and reduced cost base for the individual securities comprising Additional New Stapled Securities acquired under the Retail Entitlement Offer should be determined in the same manner as for New Stapled Securities acquired on exercise of your Entitlements.

Each of the securities comprising the Additional New Stapled Securities will be taken to have been acquired for CGT purposes on the day the Additional New Stapled Securities are issued to you.

3.5 Distributions on New Stapled Securities

Future distributions made in respect of New Stapled Securities and Additional New Stapled Securities will be subject to the same income taxation treatment as distributions made on existing Stapled Securities held in the same circumstances.

3.6 Disposal of New Stapled Securities and Additional New Stapled Securities

On disposal of a New Stapled Security or an Additional New Stapled Security (referred to in this section as a Stapled Security), you will make a capital gain if the capital proceeds on disposal exceed the total cost base of the Stapled Security. You will make a capital loss if the capital proceeds are less than the total reduced cost base of the Stapled Security.

As each individual security comprising a Stapled Security is a separate CGT asset, the disposal of a Stapled Security will constitute a disposal for CGT purposes of each individual security comprising that Stapled Security. Accordingly, the capital proceeds referable to the disposal of each individual security will need to be determined by apportioning the total capital proceeds received in respect of the disposal of the Stapled Security on a reasonable basis.

Individuals, complying superannuation entities or trustees that have held Stapled Securities for at least 12 months (not including the day of acquisition and disposal of the Stapled Securities) should be entitled to discount the amount of any capital gain resulting from the disposal of the Stapled Securities (after the application of any current year or carry forward capital losses).

PAGE 13 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

The CGT discount applicable is currently one-half for individuals and trustees and one-third for complying superannuation entities. The CGT discount is not available for companies that are not acting as trustee for a trust. Trustees should seek specific tax advice regarding the tax consequences arising to beneficiaries because of the CGT discount.

If a capital loss arises on disposal of the Stapled Securities, the capital loss can only be used to offset capital gains; the capital loss cannot be used to offset ordinary income. However, the capital loss can be carried forward to use in future income years if the loss cannot be used in a particular income year, provided (in the case of a corporate investor) certain tests are satisfied.

3.7 Entitlements not taken up

As described in Section 2.3 above, any Entitlement not taken up under the Retail Entitlement Offer will lapse and the Eligible Retail Stapled Securityholder will not receive any consideration for those Entitlements. In these circumstances, there should not be any adverse income tax implications for the Eligible Retail Stapled Securityholder.

3.8 Tax file number

If a Stapled Securityholder has quoted their Australian business number (ABN), tax file number (TFN) or an exemption from quoting their TFN in respect of an existing Stapled Security, this quotation or exemption will also apply in respect of any New Stapled Securities or Additional New Stapled Securities acquired by that Stapled Securityholder.

Tax may be required to be deducted by Centuria from any distributions at the highest marginal tax rate if an ABN or TFN has not been not quoted, or an appropriate TFN exemption has not been provided.

3.9 Other Australian taxes

No Australian GST or stamp duty will be payable by Eligible Retail Stapled Securityholders in respect of the issue or exercise of the Entitlements or the acquisition of New Stapled Securities pursuant to the Retail Entitlement Offer or Additional New Stapled Securities.

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 14

Section 4 - New Zealand Taxation

4.1 Introduction

This section provides a general summary of the New Zealand (NZ) income tax and goods and services tax (GST) implications of the Retail Entitlement Offer for Eligible Retail Stapled Securityholders.

The comments in this section deal with the NZ tax implications of the Retail Entitlement Offer if you are resident in NZ for income tax purposes.

The comments in this section are based on NZ tax legislation, together with administrative guidance and judicial interpretations of relevant legislation as at the date of this document.

The tax implications of the Retail Entitlement Offer will vary depending upon your circumstances. NZ tax implications arising from holding interests in non-NZ tax resident entities and deriving non-NZ sourced income can be complex and based on your individual facts and circumstances. It is strongly recommended that each Eligible Retail Stapled Securityholders seeks their own independent professional tax advice before concluding on the particular taxation treatment that will apply.

Centuria and its officers, employees, taxation or other advisers do not accept any liability or responsibility in respect of any statement concerning tax consequences, or in respect of the tax consequences.

4.2 General comments on taxation of non-NZ sourced income

There are a number of specific NZ tax rules that can apply to determine the timing, measurement and taxation of foreign sourced (non-NZ) income derived by NZ tax residents. Investors will be taxed on their Stapled Securities under one of two regimes: the ordinary tax regime or the Foreign Investment Fund (FIF) regime.

A. Tax Treatment Under the Ordinary Tax Regime

An Investor will be taxed under the ordinary tax rules if the Investor is a NZ resident natural person or a trustee of an eligible trust and does not hold offshore investments (FIF interests) of more than NZ$50,000, unless the Investor elects otherwise. FIF interests includes offshore equities and/ or units in a foreign unit trust, but excludes, amongst other things, shares in most Australian resident companies listed on the ASX.

Any distributions received over the life of the investments should be treated as taxable income for the Investor. Taxes withheld (if any) could be available as tax credits, subject to conditions. The tax treatment of gains arising on disposal of the Stapled Securities shall depend on whether such investments have been held on capital or revenue account. Broadly, a Stapled Security held on revenue account shall be subject to taxes at applicable income tax rates from the sale of Stapled Securities (losses could be offset against other items of income). Where the investments are held on capital account, any gains on disposal of Stapled Securities will not be taxable. Such classification is factspecific and may vary on a case-to-case basis. We recommend Investors retain appropriate documentation which may support capital or revenue classification.

B. Tax Treatment Under the FIF Regime

Other Investors will be taxed under the FIF regime (FIF Investors). NZ tax laws provide for various methods to compute FIF income, the most commonly used in case of investments in overseas funds/ foreign companies where the market value of the investments are readily available, have been summarised below:

Fair Dividend rate (FDR) method: Under these rules, the FIF income is equal to 5% of the market value of the Stapled Securities at the beginning of the income year. Any profits from selling the Stapled Securities and any dividends received are ignored, subject to the following:
If a FIF Investor bought and later sold Stapled Securities in the same income year, then the FIF Investor has additional taxable income equal to the lesser of:
The actual gain from the Stapled Securities both bought and sold during the income year (including any distributions paid on them) (quick sale gain method). For this purpose, the last Stapled Security acquired is deemed to be the first sold; or
5% of the difference between the greatest number of Stapled Securities the FIF Investor held at any time during the income year and the number of Stapled Securities the FIF Investor held at the beginning or end of the year (whichever produces the smaller difference), multiplied by the average cost of all Stapled Securities acquired during the income year (peak holding method).
Comparative value (CV) method: If a FIF Investor is a natural person or a family trust and its actual realised and unrealised return from its total portfolio of offshore equity investments is lower than the amount calculated under the FDR method described above, then the Investor can elect to be taxed on its actual realised and unrealised returns (including dividends).

Application of these rules is facts and circumstances specific. The FIF regime described above is subject to various exceptions, consistency requirements and it is possible in some circumstances that FIF Investors can change the method chosen to compute FIF income. Investors should seek specific tax advice if they believe the FIF regime may apply to them. Accordingly, the comments that follow describe the expected incremental NZ tax impact of the Retail Entitlement Offer.

4.3 Issue of Entitlements and Additional New Stapled Securities

The issue of the Entitlements and/ or Additional New Stapled Securities should not, of itself, result in any amount being included in your taxable income.

PAGE 15 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

4.4 Exercise of Entitlements

Eligible Retail Stapled Securityholders who exercise their Entitlements will acquire New Stapled Securities. The New Stapled Securities will be taken to be acquired on the day that the Entitlement in respect of the New Stapled Security is exercised.

No taxable income should arise for you on the exercise (i.e. taking up) of your Entitlements.

The cost of the New Stapled Securities should equal the issue price for the New Stapled Securities.

The acquisition of New Stapled Securities could impact the specific rules or exemptions that apply to existing Stapled Securities (such as the NZ$50,000 de minimis exemption under the FIF rules).

4.5 Acquiring Additional New Stapled Securities

The Additional New Stapled Securities will be taken to have been acquired for NZ income tax purposes on the day the Additional New Stapled Securities are issued to you.

No taxable income should arise for you from acquiring Additional New Stapled Securities.

The cost of the Additional New Stapled Securities should equal the issue price for the Additional New Stapled Securities.

The acquisition of Additional New Stapled Securities could impact the specific rules or exemptions that apply to existing Stapled Securities (such as the NZ$50,000 de minimis exemption under the FIF rules).

4.6 Distributions on New Stapled Securities and/or Additional New Stapled Securities

Future distributions made in respect of New Stapled Securities and/ or Additional New Stapled Securities should be subject to the same income tax treatment as distributions made on existing Stapled Securities held in the same circumstances.

4.7 Disposal of New Stapled Securities and Additional New Stapled Securities

Based on current law, future disposals of New Stapled Securities and Additional New Stapled Securities should be subject to the same income tax treatment as disposals made on existing Stapled Securities held in the same circumstances.

4.8 Disclosure to Commissioner of Inland Revenue

Disclosure to the Commissioner of Inland Revenue may be required under section 61 of the Tax Administration Act 1994 where the investment is subject to the NZ FIF rules.

4.9 Entitlements not taken up

Any Entitlement not taken up under the Retail Entitlement Offer will lapse and the Eligible Retail Stapled Securityholders will not receive any consideration for those Entitlements. In these circumstances, there should not be any NZ tax implications for the Eligible Retail Stapled Securityholders.

4.10 Other NZ taxes

No NZ GST or stamp duty will be payable by Eligible Retail Stapled Securityholders in respect of the issue or exercise of the Entitlements or the acquisition of New Stapled Securities or Additional New Stapled Securities pursuant to the Retail Entitlement Offer.

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 16

Section 5 - Important information for Stapled Securityholders

5.1 Retail Entitlement Offer Booklet availability

Those Eligible Retail Stapled Securityholders with a registered address in Australia or New Zealand will receive a copy of this Retail Entitlement Offer Booklet and their personalised Entitlement and Acceptance Form in the mail. Please read the Retail Entitlement Offer Booklet and the Entitlement and Acceptance Form together in their entirety.

It is important to note that you will only be entitled to accept the Retail Entitlement Offer by completing your personalised Entitlement and Acceptance Form which accompanies this Retail Entitlement Offer Booklet, or by making a payment of Application Monies via BPAY® using the information contained on your personalised Entitlement and Acceptance Form or accessed at www.CenturiaInvestor.com.au (see Section 2.2 for further information). Please carefully read the instructions on the accompanying Entitlement and Acceptance Form.

5.2 Continuous disclosure requirements

Under the Corporations Act, Centuria is considered a disclosing entity and is subject to ongoing reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

Under the ASX Listing Rules, Centuria has an obligation (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of its Stapled Securities. Such information is available to the public from the ASX at www.asx.com.au.

Centuria is also required to lodge certain documents with ASIC. Such documents can be inspected and obtained from an ASIC office.

5.3 Risks factors

The Investor Presentation details important factors and risks that could affect the financial and operating performance of Centuria. Please refer to the ”Risks” section of the Investor Presentation for details. When making an investment decision in connection with this Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 3 and 4 of this Retail Offer Booklet).

5.4 No authorisation beyond information contained within this Retail Entitlement Offer Booklet

Any information or representation not contained in this Retail Entitlement Offer Booklet may not be relied on as having been authorised by Centuria in connection with the Entitlement Offer. No person is authorised to give any information or make any representation in connection with the Entitlement Offer, which is not contained in this Retail Entitlement Offer Booklet.

5.5 No cooling-off rights

Cooling-off rights do not apply to a subscription for New Stapled Securities under the Entitlement Offer. This means that you cannot withdraw your Application once it has been accepted.

5.6 Offer jurisdictions – restrictions and limitations

The Retail Entitlement Offer will not be made to Stapled Securityholders with registered addresses outside Australia and New Zealand. This document does not constitute an offer or invitation in any place in which, or to any person to whom, it

would not be lawful to make such an offer or invitation. Return of the Entitlement and Acceptance Form or payment by BPAY® of Application Monies shall be taken by Centuria to constitute a representation by you that there has been no breach of any such laws.

The New Stapled Securities are not being offered to the public within New Zealand other than to existing Stapled Securityholders of Centuria with registered addresses in New Zealand to whom the offer of these New Stapled Securities is being made in reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This Retail Offer Booklet has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

The distribution of this document outside Australia and New Zealand may be restricted by law. If you come into possession of this document you should observe any such restrictions and should seek your own advice on those restrictions. A failure to comply with such restrictions may contravene applicable securities laws.

5.7 Offer jurisdictions – United States restrictions and limitations

This Retail Offer Booklet, and any accompanying ASX announcements and the Entitlement and Acceptance Form, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States.

Neither the Entitlements nor the New Stapled Securities have been, nor will be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be purchased, taken up or exercised by persons in the United States or by persons who are acting for the account or benefit of a person in the United States. Neither the Entitlements nor the New Stapled Securities may be offered, sold or resold in the United States or to persons acting for the account or benefit of a person in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. The Entitlements and the New Stapled Securities in the Retail Entitlement Offer will be offered and sold only in ‘offshore transactions’ (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act. Because of these legal restrictions, you must not distribute, release or send this Retail Offer Booklet or the Entitlement and Acceptance Form, or copies thereof, or any other material relating to the Retail Entitlement Offer to any person in the United States.

5.8 Notice to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Stapled Securityholders. Nominees with registered addresses in the eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Stapled Securities, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Stapled Securityholder.

PAGE 17 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Nominees and custodians who hold Stapled Securities as nominees or custodians will have received, or will shortly receive, a letter from Centuria in respect of the Entitlement Offer. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to, and they must not purport to accept the Retail Entitlement Offer in respect of:

beneficiaries on whose behalf they hold Stapled Securities who would not satisfy the criteria for an Eligible Retail Stapled Securityholder;
Eligible Institutional Stapled Securityholders who were invited to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not);
ineligible Stapled Securityholders who were ineligible to participate in the Institutional Entitlement Offer; or
Stapled Securityholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

In particular, persons acting as nominees for other persons must not take up any Entitlements on behalf of, or send any documents related to the Entitlement Offer to, any person in the United States or any person that is acting for the account or benefit of a person in the United States.

Centuria is not required, and does not undertake to, determine whether or not any Stapled Securityholder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing Stapled Securities or Entitlements. Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the Entitlement Offer by the beneficiary complies with applicable foreign laws. Centuria is not able to advise on foreign laws. Eligible Retail Stapled Securityholders who are nominees or custodians are therefore advised to seek independent advice as to how to proceed.

5.9 Underwriting arrangements and fees

Moelis Australia Advisory Pty Ltd will be acting as lead manager, bookrunner and underwriter of the Equity Raising. Shaw and Partners will be acting as co-lead manager to the Equity Raising. Centuria has entered into the Underwriting Agreement with the Underwriter in respect of the Equity Raising.

Centuria must pay the Underwriter an underwriting fee equal to 1.60% of the proceeds of the Equity Raising and a management fee of equal to 0.4% of the proceeds of the Equity Raising. Centuria must also pay or reimburse the Underwriter for costs it has reasonably and properly incurred in relation to the Equity Raising, including legal costs, other costs (including travel expenses, bookbuild expenses and stamp duty or similar taxes payable in respect of the Underwriting Agreement). Subject to certain exceptions, Centuria has agreed to indemnify the Underwriter and its affiliates, and the officers, directors, and employees, partners, contractors, agents, advisers and representatives of the person and / or of an affiliate of the person (each an Indemnified Party ) from and against all losses directly or indirectly suffered or incurred by an Indemnified Party, in connection with the Equity Raising or the Underwriting Agreement.

As is customary with these types of arrangements, the Underwriting Agreement contains representations and warranties and indemnities in favour of the Underwriter. The Underwriter may also, in certain circumstances, terminate its obligations under the Underwriting Agreement on the occurrence of certain termination

events (in some circumstances, having regard to the materiality of the relevant event) including, but not limited to, where:

Centuria is in breach of Centuria’s representations, warranties, undertakings or obligations in the Underwriting Agreement are not true or correct or are not performed;
in the reasonable opinion of the Underwriter, a material statement contained in the Equity Raising materials or any material aspect of the Equity Raising does not comply with the Corporations Act (including if a material statement in any of the Equity Raising materials is or becomes misleading or deceptive or is likely to mislead or deceive, or a material matter required to be included is omitted from the Equity Raising materials);
Centuria do not provide a certificate under the Underwriting Agreement when required, or if a certificate is provided, any statement in that certificate is misleading, inaccurate, untrue or incorrect;
Centuria Funds Management Limited (CFML) ceases to hold all necessary authorisations it requires as responsible entity of Centuria Capital Fund (Trust) , or the Trust ceases to be a validly subsisting trust registered as a managed investment scheme in accordance with the Corporations Act or is terminated;
Centuria or CFML, the Trust, Centuria Capital Limited (CNI) and any other company trust or other entity of CFML, the Trust and CNI (each a Group Member , together the Group ) or any of their respective directors or officers engage in any fraudulent conduct or activity whether or not in connection with the Offer;
obligations under the property acquisition agreement in respect of the Visy industrial facility located at 752 Great South Road, Penrose, Auckland, New Zealand or any contracts that are material to the business of the Group, are not capable of being performed in accordance with their terms, or if all or any part of such contracts are amended or varied without the consent of the Underwriter, the agreement is terminated, is breached, ceases to have effect or becomes void, voidable, illegal, invalid or unenforceable (other than by reason only of a party waiving any of its rights) or capable of being terminated, rescinded or avoided or of limited force and affect, or its performance is or becomes illegal;
a Group Member breaches or defaults under any provision, undertaking, covenant or ratio of a material debt or financing arrangement or any related documentation to which that entity is a party which is not promptly waived by the relevant financier/s, having a material adverse effect;
an event of default or event which gives a lender or financier the right to accelerate or require repayment of the debt or financing, or other similar material event occurs under or in respect to any such debt or financing arrangement or related documentation which is not promptly waived by the relevant financier or financiers, the effect of which has or is likely to have a material adverse effect;
any financing or related arrangement referred to in the Equity Raising documents is not or will not be refinanced, terminated, amended or entered in to (or a consent or waiver is or will not be given in relation to any such financing or related arrangement) in the manner or by the time described in the Equity Raising documents, or a condition precedent, or condition to funds being available for draw down, under any such arrangement is not or will not be, or is incapable of being, satisfied by the time and in the manner required;

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 18

Centuria is prevented from conducting or completing the Equity Raising in accordance with applicable laws, or are unable or unwilling to do so;
the trading halt ends before the expiry of the relevant period referred to the timetable, without the prior written consent of the Underwriter;
Centuria alters the capital structure of the Trust or CNI, or disposes or attempts to dispose of a substantial part of the business or property of the Trust, or the constitution of CFML, the Trust or CNI is varied, without the prior consent of the Underwriter, except as contemplated in the Investor Presentation;
there are not, or there ceases to be, reasonable grounds for any statement or estimate by the Issuers in the Equity Raising materials;
an obligation arises on Centuria to give ASX a notice in accordance with sections 708AA(12) and 1012DAA(12) of the Corporations Act (as included in the Corporations Act by ASIC Instrument 2016/84), except a circumstance which would not have a Material Adverse Effect;
any other information supplied by or on behalf of a Group Member to the Underwriter in relation to the Group or the Equity Raising is, or becomes, false or misleading or deceptive (or is likely to do so);
a change to the board of directors of the Issuer or senior management (other than Mr McBain and Mr Huljich) occurs, or either John McBain (Joint CEO), Simon Holt or Jason Huljich (Joint CEO) is removed from office or replaced;
a Group Member becomes insolvent or there is an act or omission which is likely to result a Group Member becoming insolvent;
legal proceedings are commenced against a Group Member or any relevant director in their capacity as director of a Group Member, or an enquiry or public action against any government agency commences against a Group Member, or a director is charged with an indictable offence or disqualified from managing a corporation under the Corporations Act;
any governmental agency commences any public action against Centuria or any of its respective directors in their capacity as a director of Centuria or any other a Group Member, or announces that it intends to take action;
the ASX makes any official statement to any person, or indicates to Centuria or the Underwriter that Centuria’s securities will be suspended from quotation, Centuria will be removed from the official list, or Centuria’s securities cease to be quoted on the ASX (other than a trading halt or voluntary suspension requested by Centuria and consented to by the Underwriter (such consent not to be unreasonably withheld or delayed) to facilitate the Offer);
the Underwriter becomes aware of a contravention by Centuria or any Group Member of an applicable law, or a contravention by Centuria or a Group Member of an order or request made by or on behalf of any governmental agency and the effect of which has or is likely to have a material adverse effect;
there is introduced or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State or Territory of Australia a new law or regulatory directive (either in Australia or in any jurisdiction to which the securities to be issued under the Equity Raising will be marketed), or the Reserve Bank of Australia, or any Commonwealth, State or Territory authority, including ASIC, adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of the Underwriting Agreement);
any of the following hostilities occurs:
hostilities not presently existing commence or a major escalation in existing hostilities occur involving any one or more of Australia, New Zealand, the United States of America, the United Kingdom, any member state of the European Union, Russia, South Korea, Indonesia, Malaysia, Thailand, Singapore or the Peoples’ Republic of China; or
a terrorist act is perpetrated on any of those countries; and
any of the following disruptions to financial markets occurs:
a general moratorium on commercial banking activities in Australia, the United States of America, the United Kingdom, Singapore, Hong Kong, Japan or any member or any member state of the European Union is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; or
trading in all securities quoted or listed on the ASX, the London Stock Exchange or the New York Stock Exchange is suspended or limited in a material respect for 1 day (or a substantial part of 1 day) on which that exchange is open for trading.

If the Underwriter terminates the Underwriting Agreement, it will be immediately relieved of its obligations under the Underwriting Agreement which remain to be performed, but the termination will not limit or prevent the exercise of any other rights or remedies which any of the parties may otherwise have under the Underwriting Agreement.

Notwithstanding any other provision of the Underwriting Agreement, although the Underwriter may procure other subscribers for any New Stapled Securities which it is required to subscribe for under the Underwriting Agreement, the Underwriter must not and need not itself (or through its affiliates) take up such number of New Stapled Securities (Excess New Stapled Securities) to the extent that doing so would result in the Underwriter and/or its affiliates doing any of the following:

breaching section 606 of the Corporations Act 2001 (Cth);
breaching any shareholding limits imposed by the Financial Sector (Shareholdings) Act 1998 (Cth); or
being obligated to notify the Treasurer of the Commonwealth of Australia under the Foreign Acquisitions and Takeovers Act 1975 (Cth),

(Regulatory Event) in each case taking into account the number of New Stapled Securities then held by the Underwriter and its affiliates.

PAGE 19 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

In the event that the provision in the Underwriting Agreement described above applies, the Underwriter must still comply with its obligations to pay or procure the payment to Centuria of the amount equal to the number of Excess New Stapled Securities multiplied by the Issue Price (Advance Amount) . The Underwriter must then within three months after the close of the Retail Entitlement Offer procure Institutional Investor subscribers for such Excess New Stapled Securities. Centuria is not required to repay the Advance Amount other than from, and to the extent it receives, subscription monies for the issue of the Excess New Stapled Securities. .

Neither the Underwriter nor any of its respective related bodies corporate and affiliates, nor any of its directors, officers, partners, employees, representatives, agents or advisers (the Limited Parties ) have authorised or caused the issue of this Retail Entitlement Offer Booklet and they do not take responsibility for any statements made in this Retail Entitlement Offer Booklet or any action taken by you on the basis of such information. To the maximum extent permitted by law, each Limited Party excludes and disclaims all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Retail Entitlement Offer and this information being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. None of the Limited Parties make any representation or warranties as to whether you or your related parties should participate in the Retail Entitlement Offer, nor do they make any representations or warranties to you concerning this Retail Entitlement Offer or any such information and you represent, warranty and agree that you have not relied on any statements made by the Underwriter or any of its respective related bodies corporate and affiliates or any of their respective directors, officers, partners, employees, representatives or agents in relation to the New Stapled Securities or the Retail Entitlement Offer generally.

The Underwriter and its respective affiliates and related bodies corporate may also hold interests in the securities of Centuria or earn brokerage, fees or other benefits from Centuria. 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 Stapled Securities, the Equity Raising or otherwise.

5.10 Control effect of the Entitlement Offer

The potential effect of the issue of New Stapled Securities pursuant to the Entitlement Offer on control of Centuria and the consequences of that effect will depend on a number of factors, including the current holdings of Centuria Securityholders and the extent to which Eligible Retail Stapled Securityholders take up New Stapled Securities under the Entitlement Offer.

by reference to the direct control interests of the person and their associates (which is broadly defined). Accordingly, under the FSSA, without the Commonwealth Treasurer’s consent, the control of a stapled securityholder in Centuria will be limited to 20%.As at the date of this Retail Entitlement Offer Booklet, the substantial holdings notified to Centuria are as follows:

holdings notifed to Centuria are as follows:
Substantial holder	Voting power
ESR Pte. Ltd, ESR Cayman Limited and each of its
associates, WP OCIM ONE LLC, Warburg Pincus Private Equity X, LP, WP X Investment VI Ltd and	17.9%
WarburgPincus X, LP and their associates
Vanguard Group (The Vanguard Group, Inc and its controlled entities)	7.1%
Moelis Australia Asset Management Limited	5.5%

The potential effect of the Entitlement Offer on control is summarised below:

a. If all Eligible Securityholders take up their entitlements under the Entitlement Offer only, then new investors¹ will receive 8.7 million New Stapled Securities (being 1.5% of Stapled Securities on issue in Centuria following the Placement and Entitlement Offer) and the interests of those Eligible Securityholders who do not take-up their entitlements under the Entitlement Offer will only be marginally diluted;
b. If 50% of Eligible Securityholders take up their entitlements under the Entitlement Offer only, then new investors² will receive 26.5 million New Stapled Securities (being 4.6% of Stapled Securities on issue in Centuria following the Placement and Entitlement Offer) and the interests of those Eligible Securityholders who do not take-up their entitlements under the Entitlement Offer will be diluted accordingly;
c. If 25% of Eligible Securityholders take up their entitlements under the Entitlement Offer only, then new investors[3] will receive 35.5 million New Stapled Securities (being 6.1% of Stapled Securities on issue in Centuria following the Placement and Entitlement Offer) and the interests of those Eligible Securityholders who do not take-up their entitlements under the Entitlement Offer will be diluted accordingly; and
d. If no Eligible Securityholders take up their entitlements under the Entitlement Offer only, then new investors[4] will receive 44.4 million New Stapled Securities (being 7.6% of the Stapled Securities on issue in Centuria following the Placement and Entitlement Offer) and the interests of all Eligible Securityholders will be diluted accordingly.

Centuria is a “financial sector company” for the purposes of the Financial Sector (Shareholdings) Act 1998 (Cth) (FSSA) . The FSSA regulates the acquisition of interests in financial sector companies and, in particular, generally limits the “stake” that a person may have in a financial sector company to 20%, which, in turn is defined

1 Potentially including the Underwriter and certain sub-underwriters appointed in relation to the Placement and Entitlement Offer.

2 Potentially including the Underwriter and certain sub-underwriters appointed in relation to the Placement and Entitlement Offer.

3 Potentially including the Underwriter and certain sub-underwriters appointed in relation to the Placement and Entitlement Offer.

4 Potentially including the Underwriter and certain sub-underwriters appointed in relation to the Placement and Entitlement Offer.

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 20

Although the Underwriter may procure other subscribers for any New Stapled Securities which it is required to subscribe for under the Underwriting Agreement, the Underwriter must not and need not itself (or through its affiliates) take up such number of New Stapled Securities (Excess New Stapled Securities) to the extent that doing so would result in the Underwriter and/or its affiliates doing any of the following:

a. having a relevant interest in more than 20% of the Stapled Securities on issue in breach of section 606 of the Corporations Act 2001 (Cth);
b. breaching the 20% shareholding limit imposed by the Financial Sector (Shareholdings) Act 1998 (Cth); or
c. being obligated to notify the Treasurer of the Commonwealth of Australia under the Foreign Acquisitions and Takeovers Act 1975 (Cth),

(Regulatory Event) in each case taking into account the number of New Stapled Securities then held by the Underwriter and its affiliates.

Centuria expects that the proposed Entitlement Offer will have a relatively small impact on the control of Centuria having regard to:

a. the FSSA and the maximum “stake” of 20% that a person may hold in CNI;
b. the existing spread of substantial holders referred to above; and
c. the offer ratio of 1:15.

Ineligible Stapled Securityholders are not entitled to participate in the Entitlement Offer and their percentage holding in Centuria will be diluted.

5.11 Consents

Statements included in this Retail Entitlement Offer Booklet, or any statement on which a statement in this Retail Entitlement Offer Booklet is based, are not made by the directors, officers, employees, partners, agents and advisers of Centuria, but by Centuria itself.

To the maximum extent permitted by law each of these parties expressly disclaims and takes no responsibility for any statements in or omissions from this Retail Entitlement Offer Booklet other than references to its name.

5.12 Governing law

This Retail Entitlement Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the law applicable in New South Wales, Australia. Each Stapled Securityholder who applies for New Stapled Securities submits to the jurisdiction of the courts of New South Wales, Australia.

PAGE 21 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Section 6 - Eligible Retail Stapled Securityholder declarations

In making your application for New Stapled Securities as part of the Retail Entitlement Offer, you will be making the declarations to Centuria that you:

have read and understand the Retail Entitlement Offer Booklet and your personalised Entitlement and Acceptance Form in their entirety;
agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Retail Entitlement Offer Booklet, the constitutions of Centuria Capital Limited (ABN 22 095 454 336) and the Centuria Capital Fund (ARSN 613 856 358);
acknowledge the statement of risks in the “Risks” section of the Investor Presentation included in Annexure B of this Retail Entitlement Offer Booklet and that investments in Centuria are subject to risks;
authorise Centuria to register you as the holder of New Stapled Securities issued to you under this Retail Entitlement Offer;
declare that all details on the Entitlement and Acceptance Form are complete, accurate and up to date;
are over 18 years of age and that you have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;
accept that there is no cooling-off period under the Retail Entitlement Offer and that once Centuria receives either your personalised Entitlement and Acceptance Form, your payment of Application Monies via BPAY® or both, that you may not withdraw or change your Application;
agree to apply for and be issued with up to the number of New Stapled Securities and Additional New Stapled Securities (if any) shown on the Entitlement and Acceptance Form, or for which you have submitted payment of Application Monies via BPAY®, at the Issue Price of $2.25 per Stapled Security;
authorise Centuria, the Underwriter, the Registry and their respective related bodies corporate, affiliates, officers or agents, to do anything on your behalf necessary for the New Stapled Securities to be issued to you, including to act on instructions of the Registry upon using the contact details set out in the Entitlement and Acceptance Form;
authorise Centuria to correct any errors in your Entitlement and Acceptance Form or other forms provided by you;
were the registered holder(s) at the Record Date of the Stapled Securities indicated on your Entitlement and Acceptance Form as being held by you on the Record Date;
represent and warrant (for the benefit of Centuria, the Underwriter and their respective related bodies corporate and affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee and you are not an Ineligible Stapled Securityholder and are otherwise eligible to participate in the Retail Entitlement Offer;
acknowledge that the information contained in this Retail Entitlement Offer Booklet and the Entitlement and Acceptance Form does not constitute investment advice, nor a recommendation that New Stapled Securities are suitable for you given your individual investment objectives, financial situation or particular needs;
understand that this Retail Entitlement Offer Booklet is not a prospectus or product disclosure statement, does not contain all of the information that you may require in order to assess an investment in Centuria and is given in the context of Centuria’s past and ongoing continuous disclosure obligations under the Corporations Act and the ASX Listing Rules;
acknowledge that neither Centuria, the Underwriter, nor any of their respective related bodies corporate, directors, officers, employees, agents, consultants or advisers, guarantee the performance of the New Stapled Securities offered under the Retail Entitlement Offer or the performance of Centuria, nor do they guarantee the repayment of capital from Centuria;
represent and warrant that you are an Eligible Retail Stapled Securityholder and the law of any other jurisdiction does not prohibit you from being given the Retail Entitlement Offer Booklet, the Entitlement and Acceptance Form, nor does it prohibit you from making an Application and you are otherwise eligible to participate in the Retail Entitlement Offer;
represent and warrant that you are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent you hold Stapled Securities for the account or benefit of such person in the United States);
understand and acknowledge that the Entitlements and the New Stapled Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia. The Entitlements may not be taken up or exercised by persons in the United States or by persons who are acting for the account or benefit of, a person in the United States. Neither the Entitlements nor the New Stapled Securities may be offered, sold or resold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction in the United States;
are subscribing for or purchasing the Entitlements or the New Stapled Securities in an “offshore transaction” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act;
have not and will not send this Retail Entitlement Offer Booklet or the Entitlement and Acceptance Form, or copies thereof, or any other material relating to the Retail Entitlement Offer to any person in the United States or any other country outside Australia and New Zealand;
if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is resident in Australia or New Zealand and is not in the United States and is not acting for the account or benefit of a person in the United States, and you have not sent this Retail Entitlement Offer Booklet, the Entitlement and Acceptance Form or any information relating to the Retail Entitlement Offer to any such person;
make all other representations and warranties set out in the Retail Entitlement Offer Booklet; and
agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and/or of your holding of Stapled Securities on the Record Date.

CENTURIA CAPITAL GROUP CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER I RETAIL ENTITLEMENT OFFER PAGE 22

Glossary

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Defined Term Meaning
Additional New New Stapled Securities in excess of a Stapled Securityholder’s Entitlement.
Stapled Securities
Application an application for New Stapled Securities under the Retail Entitlement Offer.
Application Monies monies received from an applicant in respect of their Application.
ASIC Australian Securities & Investments Commission.
ASX ASX Limited (ABN 98 008 624 691) and, where the context requires, the financial market that it
operates (i.e., the Australian Securities Exchange).
ASX Announcement the announcement released to ASX on 22 October 2020 in relation to the Entitlement Offer and
annexed as Annexure A to this Retail Entitlement Offer Booklet.
ASX Listing Rules the listing rules of ASX.
Board the board of directors of both Centuria Capital Limited (ABN 22 095 454 336) and Centuria Funds
Management Limited (ACN 607 153 588) as responsible entity of the Centuria Capital Fund (ARSN
613 856 358).
Centuria or CNI Centuria Capital Group (ASX: CNI), which is comprised of Centuria Capital Limited (ABN 22 095
454 336) and Centuria Funds Management Limited (ACN 607 153 588) as responsible entity of the
Centuria Capital Fund (ARSN 613 856 358).
Closing Date 5pm (Sydney time), 10 November 2020.
Corporations Act Corporations Act 2001 (Cth).
Eligible Institutional Stapled an Institutional Stapled Securityholder which has been invited to participate in the Institutional
Securityholder Entitlement Offer.
Eligible Retail Stapled a Stapled Securityholder on the Record Date who:
Securityholder
• has a registered address in Australia or New Zealand;
• is not in the United States and is not acting for the account or benefit of a person in the United
States (to the extent such person holds Stapled Securities for the account or benefit of such person
in the United States);
• is not an Institutional Stapled Securityholder; and
• is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.
Eligible Stapled Securityholder an Eligible Institutional Stapled Securityholder or an Eligible Retail Stapled Securityholder.
Entitlement the entitlement to subscribe for 1 New Stapled Security for every 15 Stapled Securities held on the
Record Date by Eligible Retail Stapled Securityholders.
Entitlement and Acceptance the Entitlement and Acceptance Form accompanying this Retail Entitlement Offer Booklet upon which an
Form Application can be made.
Entitlement Offer the offer of New Stapled Securities under the Institutional Entitlement Offer and the Retail Entitlement
Offer.
Equity Raising the Placement and the Entitlement Offer.
Ineligible Institutional an Institutional Stapled Securityholder that is not an Eligible Institutional Stapled Securityholder.
Stapled Securityholder
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Defined Term Meaning
Ineligible Retail Stapled a Stapled Securityholder that is not an Eligible Retail Stapled Securityholder.
Securityholder
Ineligible Stapled a Stapled Securityholder that is neither an Eligible Institutional Stapled Securityholder nor an Eligible Retail
Securityholder Stapled Securityholder.
Institutional Investor a person:
1. in the case of a person with a registered address in Australia, who is an “exempt investor” as defined
in ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84; or
2. if outside Australia, to whom offers for issue of Stapled Securities may lawfully be made without the
need for a lodged product disclosure statement, prospectus or other disclosure document or other
lodgement, registration, filing with or approval by a governmental agency (other than one with which
Centuria is willing, in its absolute discretion, to comply).
Institutional Stapled a holder of Stapled Securities on the Record Date who is an Institutional Investor.
Securityholder
Investor Presentation the investor presentation dated 22 October 2020 in relation to the Entitlement Offer and annexed as
Annexure B to this Retail Entitlement Offer Booklet.
Issue Date means 17 November 2020 in respect of remaining New Stapled Securities issued under the Retail
Entitlement Offer.
Issue Price the issue price per New Stapled Security, being $2.25 per New Stapled Security.
New Stapled Securities Stapled Securities offered under the Entitlement Offer and/or the Placement as the context requires.
Offer Period the period from the date the Retail Entitlement Offer opens (being 29 October 2020) until the
Closing Date.
Placement the placement of New Stapled Securities to eligible Institutional Investors as described in Section
1.2.
Record Date 7pm (Sydney time) on 26 October 2020.
Registry Boardroom Pty Limited ABN 14 003 209 836.
Retail Entitlement Offer the offer of New Stapled Securities to Eligible Retail Stapled Securityholders, as described in the
Chairman’s Letter.
Retail Entitlement this booklet dated 23 October 2020, including the ASX Announcement and the Investor Presentation.
Offer Booklet
Stapled Security a stapled security consisting of one share in Centuria Capital Limited (ABN 22 095 454 336) and one
unit in the Centuria Capital Fund (ARSN 613 856 358).
Stapled Securityholder the registered holder of a Stapled Security.
Underwriter Moelis Australia Advisory Pty Ltd (ABN 72 142 008 446).
Underwriting Agreement the underwriting agreement between Centuria and the Underwriter dated on or around 22 October
2020, as described in section 5.9.
United States United States of America, its territories and possessions, any state of the United States and the
District of Columbia.
U.S. Securities Act the U.S. Securities Act of 1933, as amended.
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CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 24

Corporate Directory

Centuria Capital Group Registered Office

Chifley Tower, Level 41/2 Chifley Square Sydney NSW 2000

Offer Information Line

1800 182 257 (toll free within Australia) +61 2 9290 9689 (outside Australia)

Open between 9.00am and 5.00pm (Sydney time) Monday to Friday during the Offer Period

Underwriters

Moelis Australia Advisory Pty. Ltd. Level 27, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

Legal Adviser

HWL Ebsworth Lawyers Level 14, Australia Square 264-278 George Street Sydney NSW 2000

Registry

Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000

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PAGE 25 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

ASX Announcement

Centuria Capital Group (CNI)

Not for release to US wire services or distribution in the United States

Acquisition of NZ$178 million Visy Facility in Auckland FY21 Guidance Upgrade Equity Raising

SYDNEY (Thursday, 22 October 2020) – Centuria Capital Group (ASX: CNI or “Centuria”) has announced the following:

Centuria subsidiary acquires NZ$178 million Visy glass facility in Auckland, NZ on 20 year sale and leaseback
Augusta Capital to launch Centuria’s largest single asset unlisted fund to acquire the Visy glass facility
EPS guidance increases to 11.5 – 12.5 cents per security
DPS guidance increases to 9.0 cents per security
Announcement of $100.0 million underwritten equity raising
Pro forma group AUM of $10.0 billion[1]

VISY FACILITY ACQUISITION

Centuria announces the NZ$178.3 million (excluding costs) acquisition of the Visy glass facility at 752 Great South Road, Penrose, Auckland, New Zealand (“Visy Facility”). The Visy Facility will be acquired via a sale and leaseback, underpinned by a 20-year triple net lease to Visy. It will form a new NZ single asset unlisted fund to be launched by Augusta Capital which will be underwritten by Centuria.

The acquisition is the largest single asset unlisted fund launched by the Centuria Group to date and is a good example of the type of transformative transaction Augusta Capital can contemplate with the support of the Centuria balance sheet. As a result of the acquisition, Centuria’s assets under management increase to approximately $10.0 billion.[1]

FY21 GUIDANCE UPGRADE

As a direct consequence of a strong first half year performance from property funds management operations in Australia and New Zealand, Centuria Capital announces the following guidance upgrade:

FY21 operating EPS guidance increased to 11.5 –12.5 cents per security (up 9.1% from previous guidance[2] )

• FY21 DPS guidance increased to 9.0 cents per security (up 5.9% from previous guidance[3] )

EQUITY RAISING

Centuria announces a fully underwritten $100.0 million equity raising that will comprise:

A 1 for 15 accelerated non-renounceable pro rata entitlement offer to raise $80.5 million (the Entitlement Offer ); and
An institutional placement to raise $19.5 million (the Placement[4] ) (together, the Equity Raising )

The Entitlement Offer has the following two components:

An institutional entitlement offer, where offers have been made to qualifying institutional securityholders for them to apply for their pro-rata entitlement (the Institutional Entitlement Offer ); and
A retail entitlement offer, where offers will be made to qualifying retail securityholders for them to apply for their pro-rata entitlement (the Retail Entitlement Offer ).

Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 Centuria Capital Fund ARSN 613 856 358

Level 41, Chifley Tower T: 02 8923 8923 E: [email protected] 2 Chifley Square, Sydney NSW 2000 F: 02 9460 2960 www.centuria.com.au

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 26

Centuria Capital Group (CNI)

New securities will be offered at an issue price of $2.25 per security

• 1.7% discount to the last close price of $2.29 per security on 21 October 2020 • 2.8% discount to the 5 day VWAP of $2.32 per security on 21 October 2020

The equity raising repositions Centuria’s balance sheet through the repayment of debt and provides funding flexibility to execute new transaction opportunities including the underwriting of a new single asset unlisted fund which will acquire the Visy Facility. Centuria will have approximately $105 million of working capital available post the Equity Raising while pro forma operating gearing will be approximately 2.5%.

Moelis Australia Advisory Pty Ltd is acting as underwriter and sole lead manager to the Equity Raising.

Shaw and Partners is acting as co-lead manager to the Equity Raising.

BACKGROUND

The acquisition of the Visy Facility enhances Centuria’s Australasian funds management platform by unlocking a new and significant acquisition pipeline in New Zealand, delivering high quality property investment opportunities for both its listed and unlisted managed funds.

John McBain, Joint CEO of Centuria, said “The Visy acquisition in New Zealand follows the recent $417 million acquisition of Telstra’s data centre in Victoria and Centuria is pleased to partner both groups in these initiatives. Centuria has upgraded both its operating EPS guidance and DPS guidance following strong property funds management activity to date in FY21, with a meaningful proportion of these earnings generated from our New Zealand business unit underpinning our ongoing confidence in this acquisition.”

Jason Huljich, Joint CEO of Centuria, said “We are very pleased with the momentum of our New Zealand business since the acquisition of Augusta Capital. To date in FY21, Centuria has successfully added $0.9 billion in AUM with a further $0.3 billion in assets under due diligence.”

“I am proud of the team’s ability to originate new opportunities such as these sale and leaseback transactions and the acquisition of the Visy Facility along with its associated 20 year triple net lease, which strengthens our relationship with Visy – one of our real estate platform’s largest tenants.”

KEY DATES

	Key event	Date
	Trading halt and announcement of the Placement, Institutional Entitlement Offer and Retail Entitlement Offer Thursday, 22 October 2020
	Placement and Institutional Entitlement Offer opens and closes	Thursday, 22 October 2020
	Trading re-commences on an ex-entitlement basis	Friday, 23 October 2020
	Record Date for eligibility in the Retail Entitlement Offer	7.00pm (Sydney time) Monday, 26 October 2020
	Retail Entitlement Offer opens	Thursday, 29 October 2020
	Early Retail Acceptance Due Date	5.00pm (Sydney time) Monday, 2 November 2020
	Settlement of the Placement, Institutional Entitlement Offer and Early Retail Entitlement Offer	Tuesday, 3 November 2020

Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 Centuria Capital Fund ARSN 613 856 358

Level 41, Chifley Tower T: 02 8923 8923 E: [email protected] 2 Chifley Square, Sydney NSW 2000 F: 02 9460 2960 www.centuria.com.au

PAGE 27 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Centuria Capital Group (CNI)

	Issue and ASX quotation of securities under the Placement, Institutional Entitlement Offer and Early Retail Entitlement Offer	Wednesday, 4 November 2020
	Retail Entitlement Offer closes	5.00pm (Sydney time) Tuesday, 10 November 2020
	Settlement of the Retail Entitlement Offer	Monday, 16 November 2020
	Issue of securities under the Retail Entitlement Offer	Tuesday, 17 November 2020
	ASX quotation of securities under the Retail Entitlement Offer	Wednesday, 18 November 2020
	Despatch of holding statements for the Retail Entitlement Offer	Thursday, 19 November 2020

All dates and times are indicative only and, to the extent permitted by applicable law, subject to change at the discretion of Centuria. All dates and times are references to Sydney time.

ADDITIONAL INFORMATION

Additional information about the Equity Raising, including key risks, is contained in the investor presentation released to the ASX today. All dollar amounts are in Australian dollars unless otherwise indicated.

– Ends –

For more information or to arrange an interview, please contact:

John McBain	Tim Mitchell	Alexandra Koolman
Joint CEO	Group Head of Investor Relations	Corporate Communications
Centuria Capital Limited	Centuria Capital Limited	Centuria Capital Limited
Phone: 02 8923 8910	Phone: 02 8923 8923	Phone: 02 8923 8923
Email:[email protected]	Email:[email protected]	Email:[email protected]

Announcement authorised by the CNI Board of Directors.

About Centuria Capital Group

Centuria Capital Group (CNI) is an ASX-listed specialist investment manager with $9.7 billion of assets under management. We offer a range of investment opportunities including listed and unlisted real estate funds as well as tax-effective investment bonds. Our drive, allied with our in-depth knowledge of these sectors and intimate understanding of our clients, allows us to transform opportunities into rewarding investments. www.centuria.com.au

Disclaimer

This announcement contains selected summary information and does not purport to be all-inclusive, comprehensive or to contain all of 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 http://www.centuria.com.au/

This announcement is provided for general information purposes only. It should not be relied upon by the recipient in considering the merits of CNI or the acquisition of securities in CNI.

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 announcement, including obtaining investment, legal, tax, accounting and such other advice as necessary or appropriate.

This announcement may contain forward-looking statements, guidance, forecasts, estimates, prospects, projections or

Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 Centuria Capital Fund ARSN 613 856 358

Level 41, Chifley Tower T: 02 8923 8923 E: [email protected] 2 Chifley Square, Sydney NSW 2000 F: 02 9460 2960 www.centuria.com.au

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 28

Centuria Capital Group (CNI)

statements in relation to future matters ('Forward Statements'). No independent third party has reviewed the reasonableness of any such statements or assumptions. No member of CNI represents or warrants 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 announcement.

Not an offer in the United States

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States or to US Persons (as defined in Rule 902(k) under the US Securities Act) except in transactions registered under the US Securities Act or exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

1 Pro forma group AUM includes the Visy Facility ($0.2bn) and assets under exclusive due diligence ($0.3bn)
2 Based on guidance midpoint. Previous FY21 operating EPS guidance of 10.5 – 11.5 cents per security

3 Previous FY21 DPS guidance of 8.5 cents per security

4 Centuria reserves the right to accept oversubscriptions under the Placement

Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 Centuria Capital Fund ARSN 613 856 358

Level 41, Chifley Tower T: 02 8923 8923 E: [email protected] 2 Chifley Square, Sydney NSW 2000 F: 02 9460 2960 www.centuria.com.au

PAGE 29 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Investor Presentation

Acquisition of NZ$178 million Visy Facility, FY21 Guidance Upgrade and Equity Raising ASX:CNI 22 Oct 2020

==> picture [235 x 100] intentionally omitted <==

----- Start of picture text -----

VISY FACILITY, PENROSE, AUCKLAND, NEW ZEALAND
----- End of picture text -----

Not for release to US wire services or distribution in the United States 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 1

Important notices

This presentation has been prepared, authorised 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 761 G of the Corporations Act 2001 (Cth) ( Corporations Act )) ( Placement ); and
a pro-rata accelerated non-renounceable entitlement offer of New Securities in CNI made to eligible institutional securityholders of CNI ( Institutional Entitlement Offer ) and eligible retail securityholders of CNI ( Retail Entitlement Offer ) (together, the Entitlement Offer ),

to be made under sections 708A, 708AA, 1012DA and 1012DAA of the Corporations Act, as amended or modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 (together, 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 of 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 to change 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 New 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, New Securities in CNI or any other financial products. The information contained in this presentation does not constitute financial product advice or 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 into account 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, New 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 indication 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 Beneficiaries ) 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 Beneficiaries accept any liability (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 Beneficiaries 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. Any 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.

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 2

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 30

Important notices

The retail offer booklet for the Retail Entitlement Offer will be made available to eligible retail securityholders ( Eligible Retail Securityholders ) following its lodgement with the ASX. Eligible Retail Securityholders wishing to participate in the Retail Entitlement Offer should read and consider the retail offer booklet when deciding whether to participate in the Retail Entitlement Offer. Any Eligible Retail Securityholder who wishes to apply for New Securities as part of the Retail Entitlement Offer will be required to apply in accordance with the instructions contained in the retail offer booklet and the entitlement and acceptance forms.

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

An investment in CNI New 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 outlined in Appendix A of this presentation when making their investment decision and should make their own enquiries and investigations regarding all information in this presentation, including the assumptions, uncertainties and 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.

This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any New 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. Please refer to the section of this presentation entitlement "International Offer Jurisdictions" in Appendix B of this presentation for your selling restrictions for your respective jurisdictions. By accepting this presentation, you warrant and represent that you are entitled to receive such present in it. 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 Beneficiaries (other than CNI) 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 Beneficiaries (other than CNI) 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 Beneficiaries:

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 discretion of CNI and the Underwriter. Each of the Beneficiaries disclaim any liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.

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 3

Acquisition of NZ$178 million Visy facility, FY21 guidance upgrade and equity raising

Centuria Capital Group ( Centuria or CNI ) announces a new single asset unlisted fund ( New NZ Fund ) is to acquire the Visy glass facility at 752 Great South
NZ$178 million Road, Penrose, Auckland, New Zealand ( Visy Facility ) Visy Facility – The New NZ Fund will acquire the Visy Facility via a 20 year sale and leaseback to Visy for NZ$178.3 million (excluding costs) acquisition – The New NZ Fund will be the largest single asset unlisted fund launched by Centuria / Augusta and builds on the strong momentum from Centuria’s acquisition and integration of the Augusta platform in New Zealand
FY21 guidance • FY21 operating earnings per security ( EPS ) guidance increases to 11.5 – 12.5 cents (up 9.1% from previous guidance[1] ) upgrade • FY21 distribution per security ( DPS ) guidance increases to 9.0 cents (up 5.9% from previous guidance[2] ) • Centuria is undertaking a fully underwritten $100.0 million equity raising comprising: - A 1 for 15 accelerated non-renounceable pro rata entitlement offer to raise $80.5 million (the Entitlement Offer ); and - An institutional placement to raise $19.5 million (the Placement[3] ) (together, the Equity Raising )
Equity Raising • New securities will be offered at an issue price of $2.25 per security - 1.7% discount to the last close price of $2.29 per security on 21 October 2020 - 2.8% discount to the 5 day VWAP of $2.32 per security on 21 October 2020
Use of proceeds • Repositions Centuria’s balance sheet through the repayment of debt ($39.5 million) and other capital management initiatives, which provides funding flexibility to execute new transaction opportunities (including underwriting support for the Visy Facility acquisition) • Centuria will have approximately $105 million of working capital available post the Equity Raising but before any funding required for the Visy Facility acquisition
Financial impact • Centuria’s pro forma operating gearing will be approximately 2.5%
1. Based on guidance midpoint. Previous FY21 operating EPS guidance of 10.5 – 11.5 cents 2. Previous FY21 DPS guidance of 8.5 cents 3. Centuria reserves the right to accept oversubscriptions under the Placement 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 4

PAGE 31 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Strong momentum in NZ since the acquisition of Augusta

17% AUM growth to NZ$2.1bn since Augusta acquisition[1]

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Acquisition of the Visy Facility in Auckland.
1 Augusta (Jul-20) Takeover and integration of Augusta Capital’s NZ$1.8bn platform 5 Visy Facility (Oct-20) Expected to seed a new single asset unlisted fund
Key stats
Purchase price NZ$178.3m
Completed Augusta Property Fund with the Capitalisation rate 4.5%
2 Anglesea (Aug-20) NZ$55m Anglesea Medical Centre as its seed asset Occupancy 100%
WALE 20.0 years
Rent reviews 3.00% p.a. fixed
Site area 8.6 ha
VISY FACILITY
752 GREAT SOUTH ROAD, PENROSE, AUCKLAND GLA 6.8 ha
Asset Plus
3 (Sep-20) NZ$60m equity raising in Asset Plus (NZX:APL) • The Visy Facility will be acquired via a sale and leaseback to Visy, one of Australia’s largest
private companies and a global leader in packaging and resource recovery
• Visy acquired the site as part of its acquisition of the Australian and New Zealand glass
manufacturing business of Owen-Illinois and is now undertaking a sale and leaseback
• Key highlights:
✓ Fit for purpose industrial asset with a 20 year triple net lease to Visy [2]
4 Albany (Sep-20) Launch of NZ$120m commercial development in Albany is underpinned by a 15-year pre-commit from Auckland City Council ✓✓ Substantial land holding in a traditional industrial suburb, 9km from the CBD and portNew Zealand's only glass bottle and jar manufacturing site since 1922
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Includes development assets in exclusive due diligence
The tenant will be Visy Glass Operations NZ Limited

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 5

FY21 guidance upgrade and platform expansion

11.5 – 12.5cps 9.0cps FY21 operating EPS guidance FY21 DPS guidance up up 9.1%[1,2] 5.9%[3] $10.0bn $1.2bn Pro forma group AUM[4] FY21 YTD group 13.6% growth FY21 YTD real estate acquisitions[4]

Note: Past performance is not indicative of future performance

Operating EPS is calculated based on the Operating NPAT of Centuria divided by the weighted average number of securities
Based on guidance midpoint. Previous FY21 operating EPS guidance of 10.5 – 11.5 cents
Previous FY21 DPS guidance of 8.5 cents
Pro forma group AUM includes the Visy Facility ($0.2bn) and assets under exclusive due diligence ($0.3bn)

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 6

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 32

ASX300-listed funds manager positioned for growth

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----- Start of picture text -----

Market capitalisation of $1.2bn [1] , included in the S&P/ASX300 Index
$9.7bn Group AUM [2]
$0.8bn
$8.9bn Real Estate AUM Investment
Bonds AUM
Centuria
$4.4bn LISTED $4.5bn UNLISTED Life
Office REITASX:Centuria COF Industrial REITASX:Centuria CIP Asset Plus LtdNZX: APL asset fundsNZ single Unlisted NZ Industrial Fund Office FundsFixed Term Centuria CenturiaCDPF Real EstateHealthcareCenturia CenturiaCHPF Investment BondsCenturia
$2.1bn $2.2bn $0.1bn $1.5bn $0.3bn $1.7bn $0.2bn $0.7bn $0.1bn Friendly SocietyGuardian
O P EN ENDED F UND OP EN ENDED F UND OP EN ENDED F UND
Note: All figures above are in Australian dollars (currency exchange ratio of A$1.00:NZ$1.07). Numbers presented may not add up precisely to the totals provided due to rounding
1. Based on CNI last close price at 21 October 2020
2. Excludes assets under exclusive due diligence of $0.3bn 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 7
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Continuing AUM growth

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----- Start of picture text -----

ASSETS UNDER MANAGEMENT (A$BN) 10.0 [2]
0.3 Assets in exclusive due diligence [3]
34% 8.8 0.2 Visy Facility
CAGR [1] 1.8 Augusta Capital Limited
0.8 Centuria Healthcare
6.2 0.4 Unlisted Office Wholesale
1.5 Unlisted Office Retail
4.9
3.8 2.2 Centuria Industrial REIT
2.1 Centuria Office REIT
0.8 Investment Bonds
FY17 FY18 FY19 FY20 FY21 pro forma
Note: Past performance is not indicative of future performance. Chart may not be to scale. Numbers presented may not add up precisely to the totals provided due to rounding
1. CAGR calculated from 30 June 2017 ($3.8bn AUM) to 21 October 2020 ($10.0bn AUM)
2. Includes assets in exclusive due diligence 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 8
3. Includes Asset Plus's 6-8 Munroe Lane, Albany, Auckland asset
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PAGE 33 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Centuria delivers on growth strategy

Ongoing dual strategy of direct real estate acquisitions and corporate expansion

OVER $5.5bn

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OCT 2020 – REAL ESTATE
OF TRANSFORMATIONAL INITIATIVES AUG 2020 – REAL ESTATE
JUL 2020 – CORPORATE
DEC 2019 – REAL ESTATE
MAY 2019 – CORPORATE
OCT 2018 – REAL ESTATE
JAN 2017 – CORPORATE NZ$178m
$417m
$492m NZ$1.8bn RATIONALE unlisted fund launched Largest single asset RATIONALE
$620m RATIONALE Sale and leaseback with a new 30-year by Centuria / Augusta in New Zealand.
$645m RATIONALE Establishes triple net lease to Establishes a new
Strategic expansion in office/industrial $1.4bnRATIONALE commercial presenceExpand high quality de-centralised RATIONALE into healthcare real Expand platform RATIONALEestate commercial and infill Expand high quality industrial footprintde-centralised Centuria’s presence manager across AU as a leading funds & NZ top 20 ASX-listed entity and Australia’s largest Telstra Corporation, a telecommunications company sale and leaseback and industrial single asset unlisted fund through new 20 yearlease to Visytriple net
sectors
ACQUISITION ACQUISITION ACQUISITION ACQUISITIONS ACQUISITION ACQUISITION ACQUISITION
Manager of ASX:TIX, Hines office 63% stake in Nishi Building [2 ] & Platform highly Telstra Data Centre, Visy Facility, Penrose,
ASX:TOF and four portfolio [1] Heathley Limited two Arnott’s assets [3] concentrated towards Clayton, VIC [3] Auckland
unlisted funds office / industrial
assets
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OF TRANSFORMATIONAL INITIATIVES

PLATFORM SCALE DRIVERS | COMPELLING ASSET CLASSES | INCREASED FUND OPTIONS FOR INVESTORS | ENHANCED GEOGRAPHIC DIVERSIFICATION

Note: Past performance is not indicative of future performance

Acquired by COF and The Lederer Group
Acquired by COF

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 9

Acquired by CIP

CNI has been a major acquirer of industrial assets since FY17

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CENTURIA IS WELL POSTIONED TO TAKE ADVANTAGE OF THE INCREASED
CENTURIA’S ESTABLISHED INDUSTRIAL PLATFORM
DEMAND FOR INDUSTRIAL REAL ESTATE
PORTFOLIO VALUE ($BN) Centuria managed
Established a $3.1bn Australasian platform Augusta managed
Visy Facility
Centuria has grown industrial AUM rapidly (+$1.9bn since FY20
start) [2] 45% 3.1
CAGR [1] 0.2
2.3 0.7
Structural tailwinds for industrial sector
0.7 2.2
Industrial AUM growth driven by ability to source and acquire ‘fit for 1.0 1.2 1.6
purpose’ industrial assets and overlay active asset management 0.9
36 37 43 83 total 90 total
assets assets assets assets assets
Broader income streams and fund opportunities for investors
FY17 FY18 FY19 FY20 FY21 pro forma
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Note: Past performance is not indicative of future performance 1. CAGR calculated from 30 June 2017 ($0.9bn AUM) to 21 October 2020 ($3.1bn AUM)

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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 1 0
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Includes Augusta industrial assets and the Visy Facility

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 34

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Sale and leaseback transactions are an important component when
sourcing new product opportunities
RECENT SALE AND LEASEBACK ACQUISITIONS SALE AND LEASEBACK TRANSACTIONS INCREASE FUND OPPORTUNITIES
14%
Over
$417m $212m NZ$178m Industrial
COMPLEX, CLAYTON, VICTELSTRA DATA CENTRE 46 ROBINSON ROAD EAST, VIRGINIA, SA PENROSE, AUCKLAND VISY FACILITY, $850m acquisitions
since FY20
of sale and leaseback
start [2]
acquisitions since
FY20 start [1,2]
86%
Sale and leaseback
$24m $20m $20m Other
23-41 GALWAY AVENUE, 140 FULTON DRIVE, 32-54 KAURNA AVENUE,
MARLESTON, SA DERRIMUT, VIC EDINBURGH PARK, SA
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1. Before transaction costs
2. Excludes Augusta assets but includes the Visy Facility 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 1 1
Centuria’s expanding unlisted real estate platform
Significant unlisted AUM of $4.5bn [1] complementing $4.4bn of listed real estate AUM
✓ Unlisted AUM of $4.5bn [1] (~45% of total AUM [2] ) AUGUSTA INDUSTRIAL FUND (AIF)
✓ Well established unlisted platform with a successful 23-year track record of raising capital for unlisted funds $348m AUM $42m 11
✓ Attractive fee cards across multiple unlisted funds +14% over FY20 FY20 acquisitions direct assets
✓ Significant growth in unlisted AUM CYTD: AUGUSTA PROPERTY FUND (APF)
• Acquisition of the Augusta platform (NZ$1.7bn of unlisted AUM)
•• Launch of the Augusta Property Fund with the Anglesea Medical CentreLaunch of the Centuria Healthcare Property Fund with 6 seed assets NZ$55m AUM Offer oversubscribed in 9 daysFirst post COVID-19 launch by Centuria / Augusta in NZ seed asset1
Increased unlisted Multiple verticals Enhanced sector Expanded CENTURIA HEALTHCARE PROPERTY FUND (CHPF)
funds with broader to support exposure across Australasian Healthcare real estate assets
mandates platform growth office, industrial and healthcare presence ~$133m fund launchAUM underpinned by leading healthcare operators seed assets6
Centuria’s unlisted AUM by fund CENTURIA DIVERSIFIED PROPERTY FUND (CDPF)
$0.3bn $0.2bn4% $0.1bn2% Fixed Term Office Funds $205m +72% over FY20AUM FY20 acquisitions$93m direct assets4
7%
NZ Single Asset Funds [1] FIXED TERM OFFICE FUNDS & NZ SINGLE ASSET FUNDS
$0.7bn16% $1.7bn38% Healthcare Real Estate $3.2bn
$4.5bn Augusta Industrial Fund (AIF) of fixed term office funds & NZ single asset funds
Centuria Diversified Property Fund (CDPF) HEALTHCARE
$1.5bn
33% Centuria Healthcare Property Fund (CHPF) $0.7bn AUM institutional mandate$500m
Note: All figures above are in Australian dollars (currency exchange ratio of A$1.00:NZ$1.07). Numbers presented may not add up precisely to the totals provided due to rounding
1. Subject to New NZ Fund being launched 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 1 2
2. Assumes total AUM of $10.0bn (includes assets under exclusive due diligence of $0.3bn)
PAGE 35 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER
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Equity Raising summary

ASX:CNI

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VISY FACILITY, PENROSE, AUCKLAND, NEW ZEALAND

Sources and uses of proceeds

	Sources of proceeds	$m
	Entitlement offer	80.5
	Placement	19.5
	Total sources	100.0
	Uses of proceeds	$m
	Working capital (including underwriting support for the Visy Facility)	58.0
	Debt repayment Transaction costs	39.5 2.5
	Total uses	100.0

Identifiable funding commitments include working capital (including underwriting support for the purchase of the Visy Facility) and the repayment of debt. After the Equity Raising, Centuria will have approximately $58m of additional working capital available.

The Equity Raising is fully underwritten and comprises:

A 1 for 15 accelerated non-renounceable pro rata entitlement offer to raise $80.5 million; and
An institutional placement to raise $19.5 million[1]

Key metrics

Equity Raising issue price per security	$2.25
Discount to the last close price2	1.7%
Discount to the 5 day VWAP3	2.8%

Centuria reserves the right to accept oversubscriptions under the Placement
Based on the last close price of $2.29 per security on 21 October 2020
Based on the 5 day VWAP of $2.32 per security on 21 October 2020

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 1 4

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 36

Equity Raising details

The Equity Raising is fully underwritten and comprises:
Equity Raising − A 1 for 15 accelerated non-renounceable pro rata entitlement offer to raise $80.5 million; and structure − An institutional placement to raise $19.5 million
• The issue price of $2.25 per security represents a:
Pricing − 1.7% discount to the last close price of $2.29 per security on 21 October 2020 − 2.8% discount to the 5 day VWAP of $2.32 per security on 21 October 2020
Ranking • New securities issued under the Equity Raising will rank equally with existing Centuria securities and will be entitled to the full interim distribution for the half year ending 31 December 2020 • Moelis Australia Advisory Pty Ltd is acting as underwriter and sole lead manager to the Equity Raising
Underwriting • Shaw and Partners is acting as co-lead manager to the Equity Raising

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 1 5

Equity Raising indicative timetable

	Key event	Date1
	Trading halt and announcement of the Placement, Institutional Entitlement Offer and Retail Entitlement Offer	Thursday, 22 October 2020
	Placement and Institutional Entitlement Offer opens and closes	Thursday, 22 October 2020
	Trading re-commences on an ex-entitlement basis	Friday, 23 October 2020
	Record Date for eligibility in the Retail Entitlement Offer	7.00pm (Sydney time) Monday, 26 October 2020
	Retail Entitlement Offer opens	Thursday, 29 October 2020
	Early Retail Acceptance Due Date	5.00pm (Sydney time) Monday, 2 November 2020
	Settlement of the Placement, Institutional Entitlement Offer and Early Retail Entitlement Offer	Tuesday, 3 November 2020
	Issue and ASX quotation of securities under the Placement, Institutional Entitlement Offer and Early Retail Entitlement Offer	Wednesday, 4 November 2020
	Retail Entitlement Offer closes	5.00pm (Sydney time) Tuesday, 10 November 2020
	Settlement of the Retail Entitlement Offer	Monday, 16 November 2020
	Issue of securities under the Retail Entitlement Offer	Tuesday, 17 November 2020
	ASX quotation of securities under the Retail Entitlement Offer	Wednesday, 18 November 2020
	Despatch of holding statements for the Retail Entitlement Offer	Thursday, 19 November 2020

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1. All dates and times are indicative only and, to the extent permitted by applicable law, subject to change at the discretion of Centuria. All dates and times are references to Sydney time. Any
changes to the timetable will be posted to CNI's website at www.centuria.com.au 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 1 6
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PAGE 37 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Appendices

Appendix A: Sale and Purchase of Land Agreement – Key terms

Appendix B: Deed of Lease – Key terms Appendix C: Key risks Appendix D: Underwriting agreement Appendix E: International offer restrictions

ASX:CNI

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VISY FACILITY, PENROSE, AUCKLAND, NEW ZEALAND

Appendix A: Sale and Purchase of Land Agreement – Key terms

xxSale and Purchase of Land Agreement – Key terms Vendor Visy Glass Property (NZ) Limited Purchaser Centuria Platform Investments Pty Limited (and/or nominee) NZ$178.3 million plus GST (if any) Purchase Price The transaction will be zero-rated for GST purposes. 10% of the Purchase Price (half of which is payable to the vendor’s solicitor’s trust account within two business days of the contact date and half of which is payable within 2 business days of satisfaction of the Overseas Investment Act notification condition). The deposit will be held in the vendor’s solicitor’s trust account until: • settlement (where it is released to the vendor); • the SPA is lawfully cancelled by the vendor as a result of a default by the purchaser of its settlement obligations (where it is released to the vendor); or Deposit • the SPA is lawfully cancelled by the purchaser either: o as a result of a default by the vendor of its settlement obligations; or o if an Insolvency Event (as defined in the SPA) occurs in relation to either the Vendor, the Tenant, or the Guarantor, (where it is released to the purchaser); or • the SPA is cancelled for non-satisfaction of the OIO notification condition (where it is released to the purchaser). Settlement Date 26 February 2021 1. Overseas Investment Office notification: The SPA is conditional upon the Overseas Investment Office issuing a direction order approving the acquisition of the Property by the Purchaser pursuant to section 85 of the Overseas Investment Conditions Act 2005. The Vendor is required to provide the Purchaser with all information required by the Overseas Investment Office to process the notification. The condition is due for satisfaction within 15 working days of the date of the SPA.

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Appendix A: Sale and Purchase of Land Agreement – Key terms

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xxSale and Purchase of Land Agreement – Key terms (cont.)
The Property will be acquired subject to the Lease granted to Visy Glass Operations (NZ) Limited and Visy Glass Packaging Services Pty Limited (as guarantor). The Lease will commence on 25 February
Lease 2021 (the day before settlement). Refer to Appendix B below for a summary of the Lease.
The Lease will be registered against the records of title to the Property upon settlement.
Upon settlement, the Vendor is required to provide the following documents to the Purchaser:
Settlement
1. The original Lease held by the Vendor;
deliverables
2. The bank guarantee to be provided by the Tenant under the Lease issued in favour of the purchaser in a form approved by the purchaser (acting reasonably).
The Vendor gives a standard set of warranties as set out in Schedule 1 of the SPA, in respect of the following matters:
1. Vendor solvency (along with Tenant and Guarantor solvency);
2. Title and capacity;
3. Maintaining insurance until settlement;
Vendor Warranties 4. Property, planning and environment; and
5. Accuracy of Due Diligence Information.
The Vendor Warranties are given as at the date of the SPA and again at settlement. The Vendor Warranties are qualified by anything disclosed in writing to the Purchaser in the SPA or the Due Diligence
Information.
The threshold for making a claim on the Vendor Warranties is $200,000 (for an individual claim) and $1,000,000 (in aggregate). The time bar for such claims is 12 months from settlement.
Purchaser
The Purchaser gives limited warranties as set out in Schedule 2 of the SPA, in respect of matters relating to the title and capacity of the Purchaser to enter into the SPA.
Warranties
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Appendix A: Sale and Purchase of Land Agreement – Key terms

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xxSale and Purchase of Land Agreement – Key terms (cont.)
The Vendor indemnifies the Purchaser against any liability, loss, cost, charge, damage or expense suffered or incurred by the Purchaser as a result of the Purchaser being required to comply with an
Environmental Law as a result of:
1. The presence of Contamination on, in, above, under or emanating from the property and arising on or before completion;
2. the breach of any Environmental law relating to the property before completion including:
Environmental
a. any loss, cost, charge, damage or expense associated with any noticed issued by an Authority pursuant to any Environmental Law (including without limitation any investigation
Indemnity
undertaken by an Authority in respect of any alleged breaches of an Environmental Law);
b. any compensation or other monies that an Authority requires to be paid to any person under any Environmental Law for any reason;
c. any fines or penalties incurred under an Environmental Law;
d. all other losses, costs, charges, damages or expenses payable under an Environmental Law
Asbestos
Prior to completion, the vendor must provide an updated asbestos management plan
Management Plan
If an Insolvency Event (as defined in the SPA) occurs at any time prior to settlement in relation to:
Insolvency Event 1. Either the Vendor or Purchaser, then the other party will be entitled to terminate the SPA (with the deposit being released as set out above); or
2. The Tenant or the Guarantor under the Lease, then the Purchaser will be entitled to terminate the SPA (with the deposit being released as set out above).
There are standard confidentiality provisions in the SPA (with a carve out for circumstances where the Purchaser considers it necessary or desirable, in a product disclosure statement or offering document
relating to investment in the property or a group of assets which includes the Property).
Confidentiality In addition, the Vendor will procure Pratt Holdings Pty Limited to release Augusta Funds Management Limited from its obligations pursuant to the Confidentiality Deed dated 31 August 2020 as soon as
possible following the date of the SPA (any in any case prior to the satisfaction of the funding condition) (subject to Augusta Funds Management Limited agreeing to be bound by confidentiality obligations
similar to those imposed on the Purchaser in the SPA)
The form of Lease attached to the SPA includes a list of Tenant’s Property. The SPA contains a mechanism for the Vendor to prepare an updated list of Tenant’s Property which will be subject to the
Tenant’s Property
Purchaser’s approval (not to be unreasonably withheld). In the event of a dispute the matter will be referred to expert determination.
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PAGE 39 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Appendix B: Deed of Lease – Key terms

Deed of Lease – Key	terms
Landlord	The initial Landlord will be the vendor. Upon settlement the Landlord will be the Purchaser or the entity nominated by the Purchaser to complete settlement
Tenant	Visy Glass Operations (NZ) Limited
Guarantor	Visy Glass Packaging Services Pty Limited
	An amount equal to 12 months’ Rent plus GST (which on the Commencement Date is $9,200,000).
	The bank guarantee must be an unconditional, irrevocable undertaking with the following key terms:
	1. From a New Zealand trading bank with a Standard & Poor’s rating of A or greater and in a form approved by the Landlord;
	2. To pay the Landlord a guaranteed amount on demand and without notice to the Tenant;
	3. With an expiry date no later than 12 months after the end of the Term (or relevant further term);
Bank Guarantee	4. Which is expressed as being security for the performance by the Tenant of its obligations under this lease; and
	5. Which is freely assignable to any successor in title of the Landlord.
	The Tenant must ensure the bank guarantee complies with these requirements throughout the term of the Lease.
	In addition, if:
	1. the Landlord draws down on the Bank Guarantee; or
	2. the sum of Rent plus GST increases by more than 10% and if required by the Landlord,
	then the Tenant must provide an additional or replacement bank guarantee to the Landlord.
Premises	The whole of the Property
Lease Form	Bespoke triple net lease
Initial
Commencement	The settlement date under the SPA
Date
Initial Term	20 years from the Initial Commencement Date
Rights of Renewal Remaining	Five rights of renewal of 10 years each
		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	2 1

Appendix B: Deed of Lease – Key terms

Deed of Lease – Key terms (cont.)

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Final Expiry Date 70 years from the Initial Commencement Date
Initial Annual Rent $8,000,000 plus GST
Rent Review Dates Market Reviews: The Rent will be subject to a market review on each renewal date (ratcheted to the Rent payable as at the expiry of the initial term of the Lease).
and Mechanisms Fixed Increases: Fixed increases of 3% per annum on each anniversary of the Initial Commencement Date
Permitted Use /
Business Use Manufacturing glass packaging products, warehousing, distribution and ancillary uses and all uses permitted under the district plan.
Note the mechanism in the SPA for the production and approval of an updated list of Tenant’s Property. This is relevant both to depreciation and also to the potential impact on the market rent review on
Tenant’s Property each renewal date.
Maintenance:
The Lease is a triple net lease, with the Tenant being responsible for keeping the Premises and the Tenant’s Property in good repair and condition, including all capital and structural works and all capital
repair and replacement of the Landlord’s Property:
1. having regard to the condition of the Premises as set out in a premises condition report to be completed by the parties; and
2. taking into account reasonable wear and tear.
Yielding up:
The Tenant’s obligations upon the expiry or earlier termination of the Lease are limited. The Tenant must:
Tenant Maintenance 1. Have completed in a proper and workmanlike manner all the Make Good Works, except to the extent that the Landlord gives a notice to the Tenant that the Landlord does not require some or all of
/ Reinstatement the Make Good Works to be completed;
2. Ensure the Premises are in a condition consistent with the Tenant having complied with its obligations under the Lease; and
3. Vacate the Premises and give the Landlord:
a. all keys, access cards and other security devices for the Premises which have been issued to, or procured by, the Tenant or the Tenant's Associates; and
b. all reports, certificates, maintenance records and other like information in relation to the Premises and the Services that the Tenant then has in its possession or control.
4. The Landlord acknowledges that the Tenant's obligations upon expiry do not give rise to any obligation to remove the Tenant's Property (including but not limited to the glass furnaces, contents of
the batch houses, floor pits and exhaust stacks located on the Premises) at any time during or after the Term except to the extent that the Tenant's Property contains Contamination or materials
hazardous to human health (including asbestos) and provided always that the Tenant shall have no obligation to remove any Base Buildings and Services.
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Appendix B: Deed of Lease – Key terms

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Deed of Lease – Key terms (cont.)
The Tenant:
1. Must comply at all times with Environmental Laws;
2. Must not knowingly do anything which is or is likely to result in any Contamination occurring in, on or under the Land or any adjacent land;
3. Must ensure that any Contamination of the Premises is promptly remediated to a standard suitable for use for Heavy Industrial Activities in accordance with the Environmental Laws (save that a
higher standard will apply if the Tenant carries out a use on the Land other than Heavy Industrial which triggers a higher remediation standard) ;
Contamination
4. Must comply with the requirements of all Environmental Laws or any other relevant Authority in relation to any breach by the Tenant of any Environmental Law;
5. Releases and indemnifies the Landlord from and against all claims and liabilities arising from or in any way connected with any Contamination in, on, under or emanating from, or which may have
emanated from, the Land, regardless of when the Contamination may have occurred or emanated from the Premises; and
6. Is responsible for all costs incurred or otherwise arising from these obligations.
Note the above obligations are not limited to contamination caused during the Term but also capture historic contamination.
Asbestos The Tenant is responsible for identifying all hazardous substances including asbestos and complying with any relevant legislation in relation to such substances. The Tenant is also responsible for
preparing and updating as necessary an asbestos management plan.
Landlord The Landlord is not obliged to do anything or carry out or be responsible for the costs of any repair, maintenance or other work (whether structural or otherwise) in respect of the Premises, nor shall the
Maintenance Landlord be liable for any costs or expenses in relation to any such repairs, maintenance or other works.
If the Premises is destroyed or substantially damaged so that the Tenant cannot access, occupy or use the Premises or a substantial part of the Premises, then the Landlord must advise the Tenant that
either:
1. the insurance proceeds payable to the Landlord for the destruction or damage of Premises (together with any excess payable by the Tenant) are not sufficient to cover the full cost of repair or
reinstatement of the Premises, and that the Landlord terminates the Lease on a date at least one month after the date the Landlord gives the notice; or
2. the Landlord intends to reinstate the Premises.
Damage / If the Landlord intends to reinstate the Premises, then:
Destruction 1. if the Landlord has not obtained all necessary approvals to undertake the reinstatement works within 24 months from the date of the damage or destruction; or
2. if the Landlord has not achieved practical completion of the reinstatement works within 30 months from the date of damage / destruction (subject to extension for a reasonable period of up to 12
months for delays beyond the reasonable control of the Landlord),
either party may terminate the Lease.
If the Premises are destroyed, or substantially damaged so that the Tenant cannot access, occupy or use the Premises or any part of the Premises then the Tenant may reduce any payment of Rent and
Outgoings under this lease by a fair proportion for the period beginning on the day the damage occurs and ending on the day the Lease is terminated or the day the Premises are reinstated.
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Appendix B: Deed of Lease – Key terms

Deed of Lease – Key terms (cont.) The Landlord is required to hold insurance policies for: Insurance 1. All risks property insurance covering the Premises (including cover for the building against damage and destruction by fire, flood, explosion, lightning, storm, earthquake and volcanic activity and any other risks reasonably required by the Landlord from time to time) on a replacement cost basis to the full reinstatement value. 2. 24 months’ indemnity in respect of consequential loss of Rent and Outgoings. The Tenant is required to pay Outgoings (as defined in the Lease to include amounts properly paid or payable by the Landlord in connection with the ownership, operation, management, maintenance and Outgoings administration of the Premises). If possible, the Tenant shall (if and to the extent requested by the Landlord) pay any Outgoings (other than those relating to insurance) directly to the relevant supplier/Authority and take all steps reasonably required by the Landlord to ensure that any invoices for such Outgoings are issued in the name of the Tenant and not the Landlord. The Tenant is permitted to assign or sublet its interest in the Lease (with the Landlord’s prior written consent, subject to a standard list of pre-conditions). Assignment/ Following an assignment to an approved tenant, the outgoing tenant and guarantor will be released from liability provided the incoming tenant and guarantor have equivalent or greater financial standing. subletting While the Tenant is Visy Glass Operations (NZ) Limited or a Related Company of Visy Glass Operations (NZ) Limited or a Related Company of Pratt Holdings Proprietary Limited ACN 004 421 961, the Tenant may sublet all or part of the Premises without seeking the Landlord’s consent only if the sub-lease is to be granted to a Related Body Corporate of Pratt Holdings Proprietary Limited ACN 004 421 961. The Lease contains an unusual provision whereby the Landlord agrees to not procure any seismic assessment for the Buildings on the Land unless requested by Auckland Council or another Authority. If the Landlord breaches this obligation (along with any other remedies the Tenant may have for a breach of the Lease) the Landlord forfeits its rights to require the Tenant to share the cost of any seismic Seismic Works assessment, and the Tenant shall not be responsible for undertakings any works required as a consequence of or identified in that seismic assessment or a request, direction, notice or order from Auckland Council or any Authority in connection with that seismic assessment. However, this provision will not prevent the Landlord from taking any action that it is required to take pursuant to any statutory, regulatory or other legal requirement (including any health and safety legislation). Restrictions on The Lease contains a standard change of control provision, provided that whilst the Tenant is Visy Glass Operations (NZ) Limited, the restrictions on change of control will not apply in respect of any Tenant Change in Control change in management, ownership or control of Visy Glass Operations (NZ) Limited, where such change relates to people who are lineal descendants of Richard and Jeanne Pratt.

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PAGE 41 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

Appendix B: Deed of Lease – Key terms

Deed of Lease – Key terms (cont.)

The Lease contains a right of first refusal in favour of the Tenant (on standard terms we would expect to see for a right of first refusal in a Lease of this nature). If the Landlord intends to dispose of its estate in fee simple at any time during the Term, the Landlord shall first give the Tenant a period of 21 working days to accept or reject the Landlord’s offer to sell. If the Tenant does not accept the offer within the 21 working day period the Landlord may sell the Land to a third party on terms not more materially favourable and at a price not less than that initially Right of first refusal offered to the Tenant. If the Landlord intends to sell the Land on more favourable terms or at a price less than the consideration initially offered to the Tenant then the Landlord must re-offer the Land to the Tenant (but the notice period is reduced to 10 working days in these circumstances). There is a carve out for transfers to a Related Body Corporate or other investment vehicle managed by Augusta Funds Management Limited provided that the Landlord procures a deed of covenant from the purchaser in favour of the Tenant under which the purchaser agrees to observe and perform the Landlord’s obligations under the right of first refusal provisions. The Landlord must not, at any time during the term, sell, assign, transfer or otherwise dispose of the Land or any interest in the Lease to a Competitor. The definition of Competitor is wide, but expressly excludes: 1. any commercial undertakings in the financial services sector; or Restrictions on 2. real estate investment funds, real estate investment trusts or other real estate investment vehicles; or transfer of Property 3. financial sponsors, investment managers or institutional investors that would acquire the Land through a portfolio company that itself is not a Competitor, notwithstanding that the financial sponsor, to Competitor investment manager or institutional investor may have another portfolio company that may be a competitor of the Tenant in the areas specified above. The Tenant may terminate the lease is the Landlord breaches this restriction. The Landlord will need to secure the Tenant’s prior confirmation that a purchaser is not a Competitor before entering into a sale and purchase agreement unless the purchaser is a real estate investment fund, real estate investment trust or other real estate investment vehicle. Billboards The lease records that the existing billboards on site are Tenant’s Property and that the Landlord’s rights under an existing advertising lease are assigned to the tenant. The tenant and not the Landlord will be entitled to all income under this lease. The tenant will however indemnify the Landlord for any liability under the advertising lease.

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Appendix C: Key risks

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

Risks specific to the acquisition of the Visy Facility in Auckland, New Zealand (Transaction) Centuria Platform Investments Pty Ltd has agreed to acquire the Visy Facility on the terms set out in the Sale and Purchase of Land Agreement ( SPA ) and then lease it back to Visy for 20 years (with 5 potential 10 year options) on the terms set out in the lease ( Lease ). The Lease and SPA are lengthy and complex legal documents that have been negotiated between the parties on arm's length terms. Summaries of the key terms of the Lease and SPA are set out in Appendices A and B, respectively. There are a number of risks associated with the proposed Transaction. Some of these risks are mitigated by the leaseback of the Visy Facility to Visy. The Lease is a "triple net lease" meaning that Visy, as lessee, will be responsible for the ongoing expenses of the Visy Facility, including taxes, building insurance, and maintenance, in addition to paying the rent and utilities. Accordingly, liabilities relating to the Visy Facility are generally for Visy's account. Some specific material items include: • Contamination – Visy is liable for clean-up remediation of any contamination up until expiry of the Lease. Visy is liable to remediate the land to the standard appropriate for heavy industrial use. • Seismic – Visy is responsible for all seismic strengthening works required by law, although the Landlord is prevented from obtaining a seismic assessment report or raising the issue of seismic strengthening with any authority unless it is required to do so at law (primarily to discharge its duties under the NZ health & safety legislation).
• Insurance/damage or destruction – Visy can terminate the Lease if consents for reinstatement works cannot be obtained within 2 years of damage/destruction or the reinstatement works cannot be completed within 30 months of the date of damage / destruction (subject to extension for a reasonable period of up to 12 months for delays beyond the reasonable control of the Landlord).
The triple net lease structure is designed to insulate the Landlord from liability associated with the Visy Facility for a period of 20 years. Early termination of the Lease (either as a result of insolvency or following damage/destruction) will have significant consequences for the Landlord. Whilst tenant insolvency/lease termination is a risk common to all leases the risk associated with the Lease is greater than is the case with a normal commercial lease. This is because the residual value of the Visy Facility without the benefit of the Visy Lease is worth significantly less than the price being paid. The Transaction is subject to conditions. If one or more of the conditions are not satisfied or waived, the Transaction may not proceed. There is no guarantee that the Transaction will complete. Although CNI's policy is to conduct a thorough due diligence process in relation to any acquisitions, risks remain that are inherent in all acquisitions. Underwriting risk • CNI has entered into an underwriting agreement with the Underwriter for the Equity Raising ( 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 Transaction and for all of the intended purposes as set out in this presentation, which may materially and adversely affect CNI’s financial position and the market price for CNI Stapled Securities. 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 2 6

CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 42

Appendix C: Key risks

General risks

Economic environment • General economic factors such as interest rates, exchange rates, inflation, business and consumer confidence and general market factors may have an adverse impact on CNI's earnings or value of its assets. Aspects of the business that could be affected include reduced management and performance fees, reduced funds under management, Centuria’s swap arrangements, reduced distribution income or other adverse consequences.
ASX market volatility
The market price of CNI's Stapled Securities will fluctuate due to various factors, many of which are non-specific to CNI, 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 regulatory policies (including APRA prudential requirements), changes to laws (particularly taxation laws), global investment markets, global pandemics, global geo-political events and hostilities, investor perceptions and other factors that may affect CNI's financial performance and position. In the future, these factors may cause CNI's Stapled Securities to trade at or below their issue price. Factors such as those mentioned above may also affect the income, expenses, and liquidity of CNI. Additionally, the stock market can experience price and volume fluctuations that may be unrelated or disproportionate to the operating performance of CNI.

Liquidity and realisation risk

There can be no guarantee that there will be an active market in CNI Stapled Securities or that their value will increase. There may be relatively few or many buyers or sellers of the CNI Stapled 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 Stapled Securities.
Taxation
Future changes in Australian taxation law (including goods and services tax and stamp duty), including changes in interpretation or application of the law by the courts or taxation authorities in Australia, may affect the taxation treatment of your investment in CNI Stapled Securities or the holding and disposal of those Stapled 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 CNI operates, may impact the future tax liabilities of CNI.
Litigation
CNI may, in the ordinary course of business be involved in possible litigation disputes. Any such dispute may be costly and CNI adversely affect the operational and financial results of CNI.
Industry specific risks Property sector risks
CNI is subject to the prevailing property market conditions in the sectors in which each of the funds under the control of CNI 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 interest 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 CNI's earnings through directly reducing the value of CNI's existing funds under management, reducing the value of property assets, and through reducing the attractiveness of the property sector to investors.
• The property market may be at or near the top of the investment value cycle and the value of properties may fluctuate relatively quickly (for property assets). Property liquidity • The property assets to which CNI and the funds managed by CNI are exposed are, by their nature, illiquid investments. There is a risk that CNI 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 materially adversely affect the financial performance of CNI . 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 2 7

Appendix C: Key risks

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, capitalisation rates and market sentiment, all of which may change for a variety of reasons including the risks outlined in this presentation. Valuations 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 not 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 (including Australian Financial Services Licensing and Anti Money Laundering / Counter Terrorism Funding requirements). Regulatory breaches 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 management 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 delays in the granting of approvals or registration of subdivision plans.
COVID-19 risk
COVID-19 was declared a worldwide pandemic by the World Health Organisation in March 2020. COVID-19, as well as measures to slow the spread of the virus, have since had a significant impact on global financial markets. Despite government measures such as economic stimulus packages, there is still considerable economic uncertainty.
• The real estate sector specifically has been impacted by concerns surrounding security of income and uncertainty around property valuations. In addition, this uncertainty and associated market volatility has resulted in a significant slowdown of transactional activity and investment in most real estate markets. As a result of COVID-19, there is significant valuation uncertainty due to an inactive property investment market, a lack of relevant transactional evidence as well as uncertainties in relation to the potential impact of the pandemic on the future cash flows of CNI.
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’s funds management business are fixed term funds or funds where strategic review dates fall due in the short to medium term. Unitholder 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’s 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 terms, 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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Appendix C: Key risks

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

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• Centuria’s long term strategy is to continue holding co-investments in a number of the funds it manages. Such investments are subject to the 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 its Stapled Securities.
Funding
• Centuria and funds managed by the Centuria funds management business rely on access to various sources of capital, along with the refinancing and/or variation of existing 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 ratios. 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 markets 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. There 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 opportunities 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 materially 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 such acquisitions.
Dilution risk
• Centuria’s securityholders who do not participate in the Offer, 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
Stapled Securities to finance future acquisitions or pay down debt which may, under certain circumstances, dilute the value of a securityholder’s interest. Centuria will only raise equity if it believes that the benefit to securityholders of
acquiring the relevant assets or reducing gearing is greater than the short term detriment 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 of 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 C: Key risks

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Funding
• Centuria and funds managed by the Centuria funds management business rely on access to various sources of capital, along with the refinancing and/or variation of existing 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 ratios. 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 markets 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
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Centuria also has a significant potential acquisition pipeline that it is pursuing in order to drive future growth of the business. There 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 opportunities 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 materially 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 such acquisitions.
Dilution risk
Centuria’s securityholders who do not participate in the Offer, 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 Stapled Securities to finance future acquisitions or pay down debt which may, under certain circumstances, dilute the value of a securityholder’s interest. Centuria will only raise equity if it believes that the benefit to securityholders of acquiring the relevant assets or reducing gearing is greater than the short term detriment 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 of 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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CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 44

Appendix D: Underwriting Agreement

Centuria Capital Limited ACN 095 454 336 ( CNI ) and Centuria Funds Management Limited ACN 607 153 588 ( CFML ) as responsible entity for the Centuria Capital Fund ARSN 613 856 358 ( Trust ) (together with CNI, the Issuer ) has entered into an underwriting agreement with Moelis Australia Advisory Pty Ltd ( Underwriter ), pursuant to which the Underwriter has agreed to act on an exclusive basis as lead manager and underwriter of the Entitlement Offer and Placement (together, the Offer ).

If certain conditions are not satisfied or certain events occur, the Underwriter may terminate the Underwriting Agreement. Termination of the Underwriting Agreement would have a material adverse impact on the total amount of proceeds that could be raised under the Offer. The Underwriter may, in certain circumstances, terminate its obligations under the Underwriting Agreement on the occurrence of certain termination events (in some circumstances, having regard to the materiality of the relevant event) including, but not limited to, where:

1) an Issuer is in breach of the Issuer's representations, warranties, undertakings or obligations in the Underwriting Agreement are not true or correct or are not performed;
2) in the reasonable opinion of the Underwriter, a material statement contained in the offer materials or any material aspect of the Offer does not comply with the Corporations Act (including if a material statement in any of the offer materials is or becomes misleading or deceptive or is likely to mislead or deceive, or a material matter required to be included is omitted from the offer materials);
3) the Issuers do not provide a certificate under the Underwriting Agreement when required, or if a certificate is provided, any statement in that certificate is misleading, inaccurate, untrue or incorrect;
4) CFML ceases to hold all necessary authorisations it requires as responsible entity of the Trust, or the Trust ceases to be a validly subsisting trust registered as a managed investment scheme in accordance with the Corporations Act or is terminated;
5) an Issuer or CFML, the Trust, CNI and any other company, trust or other entity of CFML, the Trust and CNI (each a Group Member , together, the Group ), or any of their respective directors or officers engage in any fraudulent conduct or activity whether or not in connection with the Offer;
6) obligations under the property acquisition agreement in respect of the Visy glass facility located at 752 Great South Road, Penrose, Auckland, New Zealand or any contracts that are material to the business of the Group are not capable of being performed in accordance with their terms, or if all or any part of such contracts are amended or varied without the consent of the Underwriter, the agreement is terminated, is breached, ceases to have effect or becomes void, voidable, illegal, invalid or unenforceable (other than by reason only of a party waiving any of its rights) or capable of being terminated, rescinded or avoided or of limited force and affect, or its performance is or becomes illegal;
7) a Group Member breaches or defaults under any provision, undertaking, covenant or ratio of a material debt or financing arrangement or any related documentation to which that entity is a party which is not promptly waived by the relevant financier/s, having a material adverse effect;
8) an event of default or event which gives a lender or financier the right to accelerate or require repayment of the debt or financing, or other similar material event occurs under or in respect to any such debt or financing arrangement or related documentation which is not promptly waived by the relevant financier or financiers, the effect of which has or is likely to have a material adverse effect;

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Appendix D: Underwriting Agreement

9) any financing or related arrangement referred to in the offer documents is not or will not be refinanced, terminated, amended or entered in to (or a consent or waiver is or will not be given in relation to any such financing or related arrangement) in the manner or by the time described in the offer documents, or a condition precedent, or condition to funds being available for draw down, under any such arrangement is not or will not be, or is incapable of being, satisfied by the time and in the manner required;
10) the Issuers are prevented from conducting or completing the Offer in accordance with applicable laws, or are unable or unwilling to do so;
11) the trading halt ends before the expiry of the relevant period referred to in the timetable, without the prior written consent of the Underwriter;
12) the Issuer alters the capital structure of the Trust or CNI, or disposes or attempts to dispose of a substantial part of the business or property of the Trust, or the constitutions of CFML, the Trust or CNI are varied, without the prior consent of the Underwriter, except as contemplated in the investor presentation;
13) there are not, or there ceases to be, reasonable grounds for any statement or estimate by the Issuers in the offer materials;
14) an obligation arises on the Issuers to give ASX a notice in accordance with sections 708AA(12) and 1012DAA(12) of the Corporations Act (as included in the Corporations Act by ASIC Instrument 2016/84), except a circumstance which would not have a Material Adverse Effect;
15) any other information supplied by or on behalf of a Group Member to the Underwriter in relation to the Group or the Offer is, or becomes, false or misleading or deceptive (or is likely to do so);
16) a change to the board of directors of the Issuer or senior management (other than Mr McBain and Mr Huljich) occurs, or either John McBain (Joint CEO), Simon Holt or Jason Huljich (Joint CEO) is removed from office or replaced;
17) a Group Member is or becomes insolvent or there is an act or omission which is likely to result in a Group Member becoming insolvent;
18) legal proceedings are commenced against an Issuer, any other Group Member or any relevant director in their capacity as director of an Issuer or any other Group Member, or an enquiry or public action against any government agency commences against a Group Member, or a director is charged with an indictable offence or disqualified from managing a corporation under the Corporations Act;
19) any governmental agency commences any public action against the Issuers or any of its respective directors in their capacity as a director if the Issuers or any other Group Member, or announces that it intends to take action;
20) the ASX makes any official statement to any person, or indicates to the Issuers or the Underwriter that the Issuer's securities will be suspended from quotation, the Issuers will be removed from the official list, or the Issuer's securities cease to be quoted on the ASX (other than a trading halt or voluntary suspension requested by the Issuers and consented to by the Underwriter (such consent not to be unreasonably withheld or delayed) to facilitate the Offer);

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Appendix D: Underwriting Agreement
21) the Underwriter becomes aware of a contravention by an Issuer or any Group Member of an applicable law, or a contravention by an Issuer or a Group Member of an order or request made by or on behalf of any governmental
agency and the effect of which has or is likely to have a material adverse effect;
22) there is introduced or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State or Territory of Australia a new law or regulatory directive (either in Australia or in any jurisdiction to which
the securities to be issued under the Offer will be marketed), or the Reserve Bank of Australia, or any Commonwealth, State or Territory authority, including ASIC, adopts or announces a proposal to adopt a new policy (other than a
law or policy which has been announced before the date of the Underwriting Agreement);
23) any of the following hostilities occurs:
a) hostilities not presently existing commence or a major escalation in existing hostilities occur involving any one or more of Australia, New Zealand, the United States of America, any member state of the European
Union, Russia, South Korea, the United Kingdom, Indonesia, Malaysia, Thailand, Singapore or the Peoples’ Republic of China; or
b) a terrorist act is perpetrated on any of those countries; and
24) any of the following disruptions to financial markets occurs:
a) a general moratorium on commercial banking activities in Australia, the United States of America, the United Kingdom, Singapore, Hong Kong, Japan or any member or any member state of the European Union is
declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; or
b) trading in all securities quoted or listed on the ASX, the London Stock Exchange or the New York Stock Exchange is suspended or limited in a material respect for 1 day (or a substantial part of 1 day) on which that
exchange is open for trading.
The ability of the Underwriter to terminate the Underwriting Agreement in respect of the events set out above, in some cases, is limited to circumstances where the Underwriter has reasonable grounds to believe that the event has or is
likely to have a materially adverse effect on the success, outcome or settlement of the Offer or has given or would be likely to give rise to a liability for the Underwriter under any applicable law.
The Issuers also give certain representations, warranties and undertakings to the Underwriter and an indemnity to the Underwriter and its representatives, subject to certain carve-outs.
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Appendix E: International offer restrictions

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This document does not constitute an offer of Stapled Securities of the CNI in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the Stapled Securities may not be offered
or sold, in any country outside Australia except to the extent permitted below.
Canada (British Columbia, Ontario and Quebec provinces)
This document constitutes an offering of Stapled Securities only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom Stapled Securities may be lawfully distributed in the Provinces, and
only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons who are
"accredited investors" within the meaning of National Instrument 45-106 – Prospectus Exemptions , of the Canadian Securities Administrators.
No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the Stapled Securities or the offering of the Stapled Securities and any representation to the contrary is an
offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of Stapled Securities or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal
rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the Stapled Securities in the Provinces must be made in accordance
with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada,
Canadian purchasers should seek legal advice prior to any resale of the Stapled Securities.
The CNI as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the CNI or its directors or officers. All or a substantial
portion of the assets of the CNI and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against the CNI or such persons in Canada or to enforce a judgment obtained in Canadian
courts against the CNI or such persons outside Canada.
Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the
International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.
Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the
remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of
the purchaser’s Province for particulars of these rights or consult with a legal adviser.
Certain Canadian income tax considerations. Prospective purchasers of the Stapled Securities should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the Stapled
Securities as there are Canadian tax implications for investors in the Provinces.
Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the Stapled Securities
(including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé
que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en
anglais seulement.
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Appendix E: International offer restrictions

Hong Kong

WARNING: This document has not been, and will not be, authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register 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 and any rules made under that ordinance).

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 Stapled Securities that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors.

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 (the "FMC Act").

The Stapled Securities are not being offered to the public within New Zealand other than to existing securityholders of the CNI with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

Other than in the entitlement offer, the Stapled Securities may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) 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.

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Appendix E: International offer restrictions

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 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. CNI is not a collective investment scheme authorised under Section 286 of the SFA or recognised by the MAS under Section 287 of the SFA 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.

Switzerland

The Stapled Securities may not be distributed in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the Stapled Securities constitutes a prospectus or a similar notice (as such terms are understood under the Swiss Financial Services Act (FinSA)) or the listing rules of any stock exchange or regulated trading facility in Switzerland.

This document is personal to the recipient only and not for general circulation in Switzerland. Neither this document nor any other offering or marketing material relating to the Stapled Securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland. The Stapled Securities will only be offered to investors who qualify as "professional clients" under art. 4 para. 3 of the FinSA.

Neither this document nor any other offering or marketing material relating to the offering or the Stapled Securities have been, or will be, filed with or approved by any Swiss regulatory authority or authorized review body. In particular, this document will not be filed with, and the offer of Stapled Securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA). The offering has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). Accordingly, the investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Stapled Securities.

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CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER PAGE 48

CENTURIA.COM.AU

PAGE 1 CENTURIA CAPITAL GROUP I RETAIL ENTITLEMENT OFFER

AI assistant

CENTURIA CAPITAL GROUP — Capital/Financing Update 2020

64677_rns_2020-10-22_fc262987-57fb-4ecd-83d7-cb31d616fb61.pdf

Centuria Capital Group RETAIL ENTITLEMENT OFFER

Contents

Important notices

No overseas offering

New Zealand

United States - Not for distribution or release in the United States

Important notices

Definitions and currency

Times and dates

Not investment advice

Past Performance

Forward-looking statements

Risks

Trading New Stapled Securities

Chairman’s letter

Centuria – Retail Entitlement Offer

Dear Stapled Securityholder,

FY21 Guidance Upgrade

Equity Raising

The Retail Entitlement Offer closes at 5.00pm (Sydney time) on Tuesday, 10 November 2020

GARRY CHARNY

Key dates

What should you do?

1. Read this Retail Entitlement Offer Booklet and the accompanying Entitlement and Acceptance Form

2. Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

3. Decide what you want to do

Ineligible Retail Stapled Securityholders

Eligible Retail Stapled Securityholders

4. Apply for New Stapled Securities

If you take no action your Entitlement under the Retail Entitlement Offer will lapse.

5. Questions

Section 1 - Overview of the Equity Raising

1.1 Overview

1.2 Placement and Institutional Entitlement Offer

1.3 Retail Entitlement Offer

1.4 Use of proceeds

1.5 Ranking of New Stapled Securities

1.6 Reconciliation and fractional entitlements

1.8 Holding statements

1.9 Withdrawal of the Entitlement Offer

1.7 Quotation and trading

Section 2 - How to apply – Eligible Retail Stapled Securityholders

2.1 Choices available to Eligible Retail Stapled Securityholders

2.2 Take up all or part of your Entitlement, or take up all of your Entitlement and apply for Additional New Stapled Securities in excess of your Entitlement

2.2.1 Payment via BPAY®

2.2.2 Submit your completed Entitlement and Acceptance Form

together with cheque, bank draft or money order for all Application Monies

Postal Address

Mail to:

2.2.3 Refund of Application Monies

2.3 Take no action and allow all of your Entitlement to lapse

2.4 Implications of making an Application

2.5 Enquiries

Section 3 - Australian Taxation

3.1 General

3.2 Issue of Entitlements

3.3 Exercise of Entitlements

3.4 Acquiring Additional New Stapled Securities

3.5 Distributions on New Stapled Securities

3.6 Disposal of New Stapled Securities and Additional New Stapled Securities

3.7 Entitlements not taken up

3.8 Tax file number

3.9 Other Australian taxes

Section 4 - New Zealand Taxation

4.1 Introduction

4.2 General comments on taxation of non-NZ sourced income

A. Tax Treatment Under the Ordinary Tax Regime

B. Tax Treatment Under the FIF Regime

4.3 Issue of Entitlements and Additional New Stapled Securities

4.4 Exercise of Entitlements

4.5 Acquiring Additional New Stapled Securities

4.6 Distributions on New Stapled Securities and/or Additional New Stapled Securities

4.7 Disposal of New Stapled Securities and Additional New Stapled Securities

4.8 Disclosure to Commissioner of Inland Revenue

4.9 Entitlements not taken up

4.10 Other NZ taxes

Section 5 - Important information for Stapled Securityholders

CENTURIA CAPITAL GROUP Capital/Financing Update 2020