CENTURIA CAPITAL GROUP — Capital/Financing Update 2020

Jan 28, 2020

Centuria Capital Group

Proposal to acquire Augusta Capital Limited and $60m Placement

ASX:CNI 29 Januar y 2020

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IMPORTANT NOTICES

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This presentation has been prepared and is issued by Centuria Capital Group (CNI) which is a stapled vehic le 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 c lients” within the meaning of section 761G of the Corporations Act 2001 (Cth) (Corporations Act )) to be made under sections 708A and 1012DA of the Corporations Act (the Placement ).

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 The recipient acknowledges that circumstances may change and that this presentation may become outdated as a result.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 2001 (Cth) and has not been, and is not required to be, lodged with the Australian Securities and Investments Commission. It should not be relied upon by the recipient in considering the merits of CNI or the acquisition of securities in CNI. Nothing in this presentation constitutes investment, legal, tax, accounting or other advice and it is not to be relied upon in substitution for the recipient’s own exercise of independent judgement with regard to the operations, financial condition and prospects of CNI. This presentation should not be considered an offer or an invitation to acquire entitlements or New Securities or any other financial products.

The information contained in this presentation does not constitute financial product advice nor any recommendation. Before making an investment decision, the recipient should consider its own financial situation, objectives and needs, and conduct its own independent investigation and assessment of the contents of this presentation, inc luding obtaining investment, legal, tax, accounting and such other advice as it considers necessary or appropriate. This presentation has been prepared without taking 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, 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) and UBS AG, Australia Branch (ABN 47 088 129 613) are the underwriters, lead managers and bookrunners to the Placement (together, the Underwriters ). To the maximum extent permitted by law, CNI, the Underwriters and their respective related bodies corporate and their respective officers, directors, employees, advisers, partners, affiliates and agents (together the CNI Parties ), make no representation or warranty, express or implied, as to the accuracy, completeness, timeliness or reliability of the contents of this presentation. To the maximum extent permitted by law, none of the CNI Parties accept any liability (inc luding, 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 Underwriters reserve the right to withdraw the Placement or vary the timetable for the Placement without notice.

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

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

An investment in CNI securities is subject to investment and other known and unknown risks, some of which are beyond the control of CNI. CNI does not guarantee any particular rate of return on the performance of CNI nor does it guarantee any particular tax treatment. Prospective investors should have regard to the risks 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, inc luding 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. The distribution of this presentation to persons or in jurisdictions outside Australia may be restricted by law and any person into whose possession this document comes should seek advice on and observe those restrictions. Any failure to comply with such restrictions may violate applicable securities law. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States and may not be distributed or released in the United States. The New Securities to be offered and sold under the Placement set out in this Presentation have not been and will not be registered under the U.S. Securities Act of 1933, as amended ( Securities Act ), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States except in compliance with the registration requirements of the Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States (which CNI has no obligation to do or procure) or pursuant to an exemption from, or in a transaction exempt from or not subject to, such registration requirements and any other applicable securities laws. This presentation may not be distributed or released in the United States. The distribution of this presentation in other jurisdictions outside Australia and New Zealand may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. By accepting this presentation you warrant and represent that you are entitled to receive such presentation in accordance with the above restrictions and agree to be bound by the limitations therein. No party other than CNI has authorised or caused the issue, submission, dispatch or provision of this presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this presentation. Neither the Underwriters nor any of the CNI Parties have authorised, permitted or caused the issue, submission dispatc h or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation that is based on any statement by any of them. None of the CNI Parties take any responsibility for any information in this presentation or any action taken by you on the basis of such information. To the maximum extent permitted by law, the CNI Parties:

• exclude and disc laim all liability, inc luding for negligence, or for any expenses, losses, damages or costs incurred by you as a result of your participation in the Placement 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 Underwriters 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 Placement or otherwise.

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

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TRANSACTION OVERVIEW

Centuria proposal to acquire Augusta Capital Limited

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• Centuria Capital Group ( Centuria, ASX:CNI ) has entered into a bid implementation agreement that outlines a proposal to acquire Augusta Capital Limited ( Augusta ), one of New Zealand’s largest listed real estate funds management companies, for NZ$180 million (A$174 million) ( Transaction )

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Transaction overview

• Augusta shareholders will be offered NZ$2.00 per share[1] in either cash or Centuria scrip[2] via a “Mix and Match” facility ( Bid Consideration ). The Bid Consideration represents a:

• 19.8% premium to the closing price of Augusta shares of NZ$1.67 on 28 January 2020; and

• 28.3% premium to the 30 day VWAP of Augusta shares of NZ$1.56 on 28 January 2020

• Pre-bid lock up agreements[3] executed by Augusta shareholders holding 36.2%[4] of Augusta shares (including the two founders)

• The transaction will be funded by a combination of existing cash reserves, debt, scrip and the net proceeds of a A$60 million placement ( Placement )

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• $60m Placement

• Centuria is undertaking the fully underwritten institutional placement to raise A$60 million at an issue price of A$2.34 per security

• New securities issued under the Placement will rank equally with existing Centuria securities and will be entitled to the full distribution for the six months ending 30 June 2020

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1H20 unaudited

• results and FY20 guidance

• 1H20 organic AUM growth of A$1.2bn to A$7.3bn. Augusta acquisition to add a further A$1.9bn resulting in pro forma AUM of A$9.2bn

• 1H20 unaudited earnings per security of 8.1 cents

• FY20 earnings per security guidance of 12.5 cents

• FY20 distribution per security guidance of 9.7 cents reaffirmed

• Transaction expected to be implemented in FY21 and does not impact FY20 earnings per security guidance

• The offer price will be reduced by any future distributions declared by Augusta in respect of the period commencing after 1 January 2020

• For the purposes of Section 91 of the Financial Markets Conduct Act 2013 (NZ) ( FMCA ), in respect of the Centuria Scrip Consideration, no funds are currently being sought. The Scrip Consideration cannot currently be applied for or accepted as consideration under the intended takeover offer; and if Scrip Consideration is offered under the intended takeover offer, the offer of Scrip Consideration in New Zealand will be made in accordance with the FMCA (or an exemption from the FMCA)

• A lock up agreement is a legal commitment by a shareholder in a company listed on the New Zealand Exchange to accept a takeover offer. Pre-bid lock up agreements are commonly entered into prior to the public announcement of a takeover offer in New Zealand

• Percentage reflects the total number of Augusta shares following the issue of 2,183,145 ordinary shares that have vested under Augusta’s Long Term Incentive Plan

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TRANSACTION BENEFITS

Benefits for new and existing Centuria securityholders

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Increases scale and relevance

• Group AUM would increase by 26% to A$9.2bn

• Market capitalisation would increase by a minimum of ~A$101m[1] to ~A$1.2bn

• Enhanced potential for S&P/ASX 200 Index inclusion

Combines two complementary Financially compelling real estate platforms

Expands real estate recurring revenues

• Acquires one of New Zealand’s largest Expands real estate recurring revenues listed funds managers Attractive fee card across listed and

• Augusta has expertise in New Zealand unlisted funds

• office and industrial sectors with excellent long-term track record Transaction provides strong momentum for Centuria’s FY21 earnings growth

• Broadens sector diversification

Potential revenue and cost synergies Opens new distribution channels across available by deploying Centuria balance Australia and New Zealand sheet and rationalisation of systems

Diversification into New Zealand real estate

• Market leading New Zealand based platform

• Established Trans-Tasman investor appetite for similar funds

• New Zealand is a globally recognised and comparable real estate market to Australia Significant exposure to strongly performing Auckland office and industrial markets

• Increase in market capitalisation includes A$60m in Placement and A$41m in scrip to be issued to Augusta investors as Bid Consideration under pre-bid lock up arrangements. If other Augusta shareholders select Centuria scrip under the Bid Consideration, the market capitalisation of Centuria will increase further

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TRANSACTION BENEFITS

Transaction will expand Centuria Group AUM to $9.2bn (+26%)

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$9.2bn Pro forma Group AUM[1]

ASX:CNI – Pro forma market capitalisation of ~$1.2bn[2]

$8.3bn $0.9bn Real Estate AUM Investment Bonds AUM Listed Real Estate AUM Unlisted Real Estate AUM Centuria Life $3.8bn AUG USTA CAPITAL LIM ITED $4.5bn Centuria Centuria Centuria Metropolitan Industrial Asset Plus Augusta Centuria Heathley Centuria Investment Bonds REIT REIT Limited Unlisted Unlisted ASX:CMA ASX:CIP (NZX:APL) Real Estate Real Estate Healthcare Guardian Friendly Society Real Estate $2.1bn $1.6bn $154m $1.8bn $2.0bn $0.7bn

$0.9bn Investment Bonds AUM

Note: All figures above are in Australian dollars. Numbers presented may not add up precisely to the totals provided due to rounding

1. $9.2 billion pro forma AUM is calculated assuming Centuria’s offer is successful and Centuria acquires 100% of Augusta

2. Increase in market capitalisation includes $60m in Placement and $41m in scrip to be issued to Augusta investors as Bid Consideration under pre-bid lock up arrangements. If other Augusta shareholders select Centuria scrip under the Bid Consideration, the market capitalisation of Centuria will increase further

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A S X : C N I

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[[1]]
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RECENT ACTIVITY

Centuria has delivered 178% total securityholder return since 2017[[1]]

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ASX:CNI ASX 300 A-REIT Accum
Announced 29 January 2020
Augusta Capital
Acquisition (NZX:AUG)
10 December & 11
Announced December 2019 Additional AUM $1.9bn
Nishi Building [3 ] &
Acquisitions two Arnott’s assets [4]
+178.1%
Announced 20 May 2019 Additional AUM $492m
63% stake in
Acquisition Heathley Limited
Announced 8 October 2018 Additional AUM $620m
Hines office
Acquisition portfolio [2]
Settled 9 January 2017 Additional AUM $645m
23-Sep-19: Inclusion
360 Capital Group’s into the ASX300
Acquisition (TGP) platform
Additional AUM $1.4bn
+38.3%
Jan-17 Jul-17 Jan-18 Jul-18 Jan-19 Jul-19 Jan-20
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Note: All figures above are in Australian dollars

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1. Total securityholder return ( TSR ) is the profit generated by a combination of the change in the 2. Acquired by CMA and The Lederer Group
security price over the measurement period, plus any distributions paid. It assumes the 3. Acquired by CMA
reinvestment of distributions. TSR calculated from 9 January 2017 to last close (28 January 2020) 4. Acquired by CIP
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Transaction summary

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17-19 Man Street, Central Queenstown (artist’s impression)William Square Aerial, Northbridge, WA

TRANSACTION OVERVIEW

Ke details of the Transaction y

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• Centuria to make a takeover offer to Augusta shareholders for NZ$180 million or NZ$2.00 per share (less any distributions announced after 29 January 2020):

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Consideration

• 19.8% premium to the closing price of Augusta shares of NZ$1.67 on 28 January 2020; and

• 28.3% premium to the 30 day VWAP of Augusta shares of NZ$1.56 on 28 January 2020

• Augusta shareholders may elect to receive either NZ$2.00 in cash ( Cash Consideration ) or Centuria scrip ( Scrip Consideration ), or a combination of both

• Augusta shareholders who elect to receive Centuria scrip will receive 0.807 Centuria securities for every one Augusta share held

• Augusta’s founders and largest shareholders, Mark Francis (17.2%) and Bryce Barnett (6.1%) ( Founders ) have both entered into binding prebid lock up agreements in relation to the Transaction

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Pre-bid lock up agreements

Board support

Conditions

• The Founders have elected to receive all Scrip Consideration and will continue to lead the Augusta funds management platform as key executives of the Centuria team

• The Founders have agreed to sign three year employment contracts on terms similar to their existing employment arrangements. Their Scrip Consideration will be subject to escrow arrangement for up to three years

• Centuria has approached a number of other Augusta shareholders and as a result, a total 36.2%[1] of Augusta’s shares (including the Founders’ shares) are subject to pre-bid lock up agreements and so will accept the offer

• Augusta‘s Independent Board Committee unanimously recommends the Transaction, in the absence of a superior proposal and subject to the offer price being within or above the Augusta independent adviser’s value range

• The takeover offer, when made, will be subject to a number of conditions including the following:

• Consent from the Overseas Investment Office in relation to sensitive lands regulations;

• Augusta shareholders accepting the takeover offer for at least 90% of Augusta’s shares; and

• Other customary conditions including prohibitions on changes to Augusta’s capital structure, prohibitions on distributions by Augusta (without offeror approval), requirements to operate the Augusta business in the ordinary course and the absence of material adverse changes.

	Indicative timing	Takeover Notice provided to Augusta	Late March 2020
		Takeover offer opening	Late April 2020
		Last date for satisfaction of the takeover offer conditions (assuming a 60 working day offer period)	Late August 2020

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1. Percentage reflects the total number of Augusta shares following the issue of 2,183,145 ordinary shares that have vested under Augusta’s Long Term Incentive Plan

AUGUSTA OVERVIEW

Overview of Augusta Capital Limited

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BUSINESS DESCRIPTION

KEY METRICS

• Augusta is one of New Zealand’s largest listed real estate funds management companies with an excellent track record

• 19 year history cultivating deep market expertise in New Zealand

• Growth orientated philosophy

• NZ$2.0bn AUM across listed and unlisted real estate funds

• ~70% of AUM derived from office and industrial sectors

• ~60% of AUM located in Auckland, a resilient and globally recognised real estate market

• Established distribution and capital channels servicing retail and wholesale investors

	Current AUM	NZ$2.0bn
	FY15-1H20 AUM CAGR	11.0%
	Number of assets under management	76
	Market capitalisation at announcement1	NZ$150m

GEOGRAPHIC DIVERSIFICATION BY AUM

SECTOR DIVERSIFICATION BY AUM

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5% [4%]
5%
7%
9%
11%
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Aucklan dd 3%
Christchurch
Brisbane 28% 36% IndustrialIndustrial
OfficeOffice
Tarana ki ki / Hawke s s Bay
Large format retail & other retailBulky goods & retail
60% Waikato / Bay of Plenty
TourismTourism
Other South Island
34%
Wellington / Manawatu
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1. Fully diluted market capitalisation based on 90.0m securities on issue (including performance rights) at closing price of NZ$1.67 as at 28 January 2020

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AUGUSTA OVERVIEW

Augusta is a market leading New Zealand based platform

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Funds management ~NZ$2.0bn AUM

NZX:APL

Co-investment and management rights

Unlisted Property AUM Listed Property AUM New funds[1,2] Single assets Single assets Augusta Industrial Augusta Property Augusta Tourism Asset Plus+ New Zealand Australia Fund Fund Fund Market cap: NZ$101m AUM: ~NZ$1.2bn AUM: ~NZ$0.2bn AUM: ~NZ$0.3bn AUM: ~NZ$0.1bn AUM: ~NZ$0.1bn (on AUM: ~NZ$0.2bn Properties: 45 Properties: 12 Properties: 11 Properties: 2 completion)[2] Properties: 4 Properties: 2 Leaders in single asset Focused on direct Provides investors New unlisted openNew open-ended fund Invests in a portfolio of New syndication across a investment opportunities opportunity to invest in ended fund with a investing in hotels. Zealand properties, with a variety of sectors in for smaller investors in a portfolio of industrial broad asset mandate. Seed assets will be two yield plus growth investment New Zealand Brisbane’s growing assets located Seed assets will be a hotel developments in strategy industrial property sector throughout New medical centre and Auckland and Zealand large format retail Queenstown

1. New funds scheduled to be launched in February and March 2020 2. Augusta Tourism Fund will be seeded with ~NZ$45m of assets from Augusta’s balance sheet

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TRANSACTION BENEFITS

Centuria’s pro forma platform to grow by 26% to $9.2bn

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ASSETS UNDER MANAGEMENT (A$BN) LISTED FUNDS MANAGER PEER SET (AUM A$BN)
42.4% 9.2
CAGR [1]
FY17 to pro 1.9 Augusta Capital Limited
forma inc.
Augusta 7.3
0.7 0.7 Centuria Heathley 38.0 44.9
6.2 0.4 0.4
0.6 Unlisted Office
4.9 0.4 1.6 1.6 Wholesale 9.2
0.5
1.6 Unlisted Office Retail
3.8 1.9
0.4 1.4 1.6 1.6
Centuria Industrial REIT
1.1 1.3 11.9
1.1
0.9 1.0 1.4 2.1 2.1 Centuria Metropolitan REIT 7.3 7.3
0.6
3.9
0.8 0.9 0.9 0.9 0.9 Investment Bonds 2.9
1.6
FY17 FY18 FY19 Pro forma 1H20 Pro forma 1H20
inc. Augusta ENN APD PWG CNI CNI + AUG CMW CHC GMG
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Note: All figures above are in Australian dollars and rounded to one decimal place. Numbers presented may not add up precisely to the totals provided due to rounding 1. Past performance is not indicative of future performance

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TRANSACTION IMPACT

Enhanced diversification post transaction

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GEOGRAPHIC DIVERSIFICATION

SECTOR DIVERSIFICATION

Enhances Centuria’s presence as a leading funds manager across Australia and New Zealand

• Centuria to become one of New Zealand’s largest funds managers in a globally recognised, comparable real estate market to Australia

• Post transaction, Australian real estate exposure represents ~79% of Centuria’s established platform

Augusta’s complementary platform is highly aligned to Centuria’s sectors of expertise

• Office and industrial continue to be the platform’s predominant sectors

• Select exposure to New Zealand’s emerging tourism and large format retail

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Geographic diversification by AUM (pre and post Transaction) [1]
ACT ACT
7% SA 6%
SA 7% NSW
9% NSW 25%
WA
32%
9%
WA
12% Pre Post
VIC
10%
VIC QLD
14% 22%
QLD NZ
26% 21%
Australia accounts for ~79% of
Real Estate platform
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Sector diversification by AUM (pre and post Transaction) [1]
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Large Format
Retail, Other Retail
and Tourism 7%
Health
11% Office Health Office
64% 9% 57%
Pre Post
Industrial
Industrial
25%
27%
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1. Excludes AUM from investment bonds
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Placement summary

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PLACEMENT

Funding the Transaction

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Sources of proceeds	A$m
Existing cash	32.1
Placement proceeds	60.0
Scrip issued under pre-bid lock up agreements (including founders)2	40.6
Maximum drawn debt3	50.0
Total sources	182.7

• Acquisition of Augusta for $174.2 million based on an exchange rate of 1.03 AUD/NZD

• The acquisition and associated transaction costs will be funded by a combination of existing cash, debt, scrip issuance and proceeds from the Placement

• Augusta shareholders holding 23.3%[1] of Augusta’s shares have elected to take scrip in the pre-bid lock up agreements[2]

• New debt facilities of $50.0 million will be available to draw on

• $60.0 million Placement based on an issue price of 2.34 per security

• Additional Augusta shareholders that elect Scrip Consideration under the takeover offer will reduce the level of drawn debt and gearing

Uses of proceeds	A$m
Acquisition of Augusta	174.2
Transaction costs	8.5
Total uses	182.7

• The net proceeds of the Placement will be redirected to new growth initiatives if the Transaction does not proceed or to the extent they are otherwise not required

Note: All figures above are in Australian dollars. Numbers presented may not add up precisely to the totals provided due to rounding

1. Percentage reflects the total number of Augusta shares following the issue of 2,183,145 ordinary shares that have vested under Augusta’s Long Term Incentive Plan

2. This equates to A$41m based on a merger ratio of 0.807 Centuria securities for every Augusta share held and an exchange rate of 1.03 AUD/NZD

4. Assumes all remaining Augusta shareholders (other than those who entered into pre-bid lock up agreements) select Cash Consideration. If these shareholders select Scrip Consideration, the level of drawn debt and gearing will be lower

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PLACEMENT

Placement details and indicative timetable

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• An underwritten institutional placement of approximately 25.6 million Centuria securities at an issue price of $2.34 per new Centuria security to

• Offer details raise $60.0 million

• • Issue price of $2.34 per new Centuria security, representing a: –

• Pricing 2.9% discount to the last close price of $2.41 on 28 January 2020 – 2.5% discount to the 5-day VWAP $2.40 on 28 January 2020

• • New Centuria securities issued under the Placement will rank equally with existing Centuria securities from the date of issue, and will be

• Ranking entitled to the distribution for the six months ending 30 June 2020 • Moelis Australia Advisory Pty Ltd ( Moelis ) is acting as Financial Advisor to the Transaction

• Underwriting • Moelis and UBS AG, Australia Branch are acting as Joint Lead Managers and Underwriters to the Placement ( Underwriters ). Shaw and Partners is acting as Co-Lead Manager to the Placement

Key event	Date1
Trading halt and announcement of the Transaction and Placement	Wednesday, 29 January 2020
Placement bookbuild	Wednesday, 29 January 2020
Trading re-commences	Thursday, 30 January 2020
Settlement of the Placement	Monday, 3 February 2020
Issue and ASX quotation of new Centuria securities issued under the Placement	Tuesday, 4 February 2020

Note: All figures above are in Australian dollars

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

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Appendices

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APPENDIX A

Augusta senior management

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APPENDICES

Appendix A: Augusta senior management

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• Founders Mark Francis and Bryce Barnett have executed pre-bid lock up agreements in relation to the transaction and will receive Centuria scrip as Bid Consideration

• They have also agreed to three year senior executive employment agreements

Name

Biography

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• Formed Augusta Group Limited in 2001 and began property syndication through Augusta Funds Management in 2003

• Director of Augusta since October 2006

• Largest shareholder in Augusta, also a director of Augusta Industrial

• Mark Francis • Previously had roles in finance and property at Hendry Hay MacIntosh, Managing Force Corporation Limited and Village Roadshow Australia Director

• Name Biography • Joined Augusta in 2018 • Panuku Development Auckland

• • Over 20 years of funds management experience

• Joel Lindsey COO

• Previously Senior Director of Real Estate at Aviva Investors in London, and more recently Head of Business Development and Project Director at Panuku Development Auckland

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Bryce Barnett Executive Director

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Simon Woollams CFO

• Previously Chief Accountants at Moller Group, Managing Director of General Properties Consolidation Limited and General Manager of MacDow Properties

• Held several executive positions within publicly listed and private companies with a strong emphasis on property

• Over 48 years experience in property management

• Joined Augusta in 2007

• Previously held property and finance roles with BDO Spicers and the ANZ National Bank

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• Joined Augusta in 2016

• Previously worked in the corporate team at Chapman Tripp where he advised on securities law (including Augusta’s syndications), merger & acquisitions and general corporate law

• Advised Augusta on capital raisings and their merger with KCL before joining Augusta as an employee

• Luke Fitzgibbon Augusta as an employee

• General Counsel • Previously worked with KCL Property as a marketing manager • Oversees HR, marketing, IT and IR components at Augusta

• Adelle McBeth Head of

• Operations

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APPENDIX B

Key risks

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APPENDICES

Appendix B: Key risks

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

Risks specific to the Placement

Risks specific to the Transaction

• The Transaction is subject to a number of conditions. In particular, the takeover offer is subject to CNI receiving acceptances under the offer for the acquisition of at least 90% of the voting rights of Augusta shares and the Overseas Investment Office of New Zealand providing all necessary consents or exemptions to permit the Transac tion under the Overseas Investment Act 2005 (NZ) and Overseas Investment Regulations 2005 (NZ), among other additional conditions set out in the Bid Implementation Agreement released to the market o n 29 January 2020.

• If one or more of the conditions are not satisfied or waived, the Transaction will not proceed. If the Transaction does not p roceed, the funds raised from the Placement will be used for new growth initiatives.

• There is no guarantee that the Transaction will complete. To the extent that the Transaction is not successfully integrated w ith CNI's existing business, the financial performance of CNI could be materially adversely affected. Further, while CNI's policy is to conduct a thorough due diligence process in relation to any acquisition s, risks remain that are inherent in all acquisitions.

Underwriting risk

• CNI has entered into an underwriting agreement with the Underwriters for the equity raising ( Underwriting Agreement ). The Underwriters' obligation to underwrite the equity raising is subject to customary terms and conditions, including termination rights for the Underwriters in specific circumstances.

• If the Underwriters are entitled to, and do, terminate the Underwriting Agreement, CNI may not otherwise be able to raise suf ficient 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 C NI’s financial position and the market price for CNI securities.

General Risks

Economic Environment

• General economic factors such as interest rates, exchange rates, inflation, business and consumer confidence and general mark et factors may have an adverse impact on Centuria’s earnings or value of its assets. Aspects of the business that could be affected include reduced management and performance fees, reduced funds under m anagement, Centuria’s swap arrangements, reduced distribution income or other adverse consequences.

ASX Market Volatility

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

Liquidity and realisation risk

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

• Taxation

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

Litigation

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

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APPENDICES

Appendix B: Key risks

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Industry Specific Risks

Property Sector Risks

• Centuria is subject to the prevailing property market conditions in the sectors in which each of the funds under the control of Centuria operate and the jurisdiction in which each of its funds’ assets are located. The demand for property as an asset class changes over time and can be influenced by general economic factors such as interes t rates and economic cycles. A deterioration in investment market conditions in the property sector due to a sustained downturn in the domestic and/or global economic climate could adversely impact on Centuria ’s earnings through directly reducing the value of Centuria’s existing funds under management, reducing the value of property assets, and through reducing the attractiveness of the property sector to investor s.

• The property market may be at or near the top of the investment value cycle and the value of properties may fluctuate relativ ely quickly (for property assets).

Property Liquidity

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

Liquidity and realisation risk

• The ongoing value of properties held by funds managed by Centuria may fluctuate due to a number of factors including rental l evels, 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. Val uations represent only the analysis and opinion of qualified experts at a certain point in time. There is no guarantee that a property will achieve a capital gain on its sale or that the value of the property will no t fall as a result of the assumptions on which the relevant valuations are based proving to be incorrect.

Regulatory risk and changes in legislation

• Centuria operates in a highly regulated environment and it, and the Centuria funds management business is subject to a range of industry specific and general legal and other regulatory controls (including Australian Financial Services Licensing and Anti Money Laundering / Counter Terrorism Funding requirements). Regulatory breac hes may affect Centuria’s operational and financial performance, through penalties, liabilities, restrictions on activities and compliance and other costs. ASIC routinely undertakes surveillance of Australian financial services licensees, and from time-to-time undertakes regulatory and enforcement action in relation to such licensees. If ASIC was to take such action against Centuria or Centuria’s funds manage ment business, then this action might result in Centuria or Centuria’s funds management business being restricted or prohibited from providing financial services, including operating its funds managemen t business, or might lead to the imposition of additional compliance costs or reputational damage.

• Changes in government legislation and policy in jurisdictions in which Centuria and the Centuria funds management business op erate 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 developm ent and zoning and delays in the granting of approvals or registration of subdivision plans.

Risks Specific to Centuria

Funds management

• Centuria manages a number of funds on behalf of third party investors. The majority of Centuria’s income is derived from fees calculated with reference to the value of funds under the control of the Centuria funds management business. Centuria’s financial performance may be adversely affected if it was not able to appropriately respond t o 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. Un itholder approval and/or endorsement is required for extensions to the term of these funds. There is a risk that investors may not approve or endorse such extensions or that key investors may terminate management arrangements or otherwise remove their funds from the control of Centuria’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 otherwi se occupy the properties owned by these funds. Insolvency or financial distress leading to a default by a major lessee or lessees across a number of leases, or failure to secure new leases on acceptable te rms, could give rise to earnings volatility and breach of financial covenants within these funds; and

• to the extent that property values or income levels in a particular fund fall, there is a risk that the management fee income derived from that fund may be adversely impacted.

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APPENDICES

Appendix B: Key risks

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Reliance on third party equity

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

Co-Investments

• Centuria’s long term strategy is to continue holding co-investments in a number of the funds it manages. Such investments are su bject 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 w hich may in turn impact the price of its 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 rati os. The use of debt funding may enhance returns and increase the number of assets that Centuria can acquire, but it may also substantially increase the risk of loss. Use of debt funding may adversely affect Centu ria when economic factors such as rising interest rates and/or margins, severe economic downturns, availability of credit, reduction in asset values or further deterioration in the condition of debt and equity mar kets occur. If an investment is unable to generate sufficient cash flow to meet the principal and interest payments on its indebtedness, the value of Centuria’s equity component could be significantly reduced.

Acquisition risks

• Centuria also has a significant potential acquisition pipeline that it is pursuing in order to drive future growth of the bus iness. 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 appropr iate assets or successfully acquire such assets could materially adversely affect the growth prospects and financial performance of Centuria. W hile it is Centuria’s policy to conduct a thorough due diligence pro cess 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 Placement, will have their investment in Centuria diluted. Centuria’ s securityholders may have their investment in Centuria diluted by future capital raisings. Centuria may issue new securities to finance future acquisitions or pay down debt which may, under certain circumstances, dil ute 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 detri ment 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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Legal to confirm / review

APPENDIX C

International offer restrictions

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APPENDICES

Appendix C: International offer restrictions

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This document does not constitute an offer of Stapled Securities of 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") and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such Stapled Securities. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are "accredited investors" within the meaning of NI 45-106 – Prospectus Exemptions , of the Canadian Securities Administrators.

No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the Stapled Securities or the offering of 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 which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements. These resale restrictions may in some circumstances apply to resales of the Stapled Securities outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the Stapled Securities.

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 CNI or its directors or officers. All or a substantial portion of the assets of CNI and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against CNI or such persons in Canada or to enforce a judgment obtained in Canadian courts against 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 of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.

The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the Stapled Securities purchased pursuant to this document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against CNI if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against CNI. This right of action for rescission or damages is in addition to and without derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the Stapled Securities during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against CNI, provided that (a) CNI will not be liable if it proves that the purchaser purchased the Stapled Securities with knowledge of the misrepresentation; (b) in an action for damages, CNI is not liable for all or any portion of the damages that CNI proves does not represent the depreciation in value of the Stapled Securities as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the Stapled Securities were offered.

Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have.

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 any discussion of taxation related matters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements 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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APPENDICES

Appendix C: International offer restrictions

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Hong Kong

WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the Stapled Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the Stapled Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Stapled Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").

The Stapled Securities are not being offered to the public within New Zealand other than to existing security holders of CNI with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the FMC Act and 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.

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. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the Stapled Securities may be publicly distributed or otherwise made publicly available in Switzerland.

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

This document is personal to the recipient only and not for general circulation in Switzerland.

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