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CENTURIA CAPITAL GROUP Capital/Financing Update 2021

May 13, 2021

64677_rns_2021-05-13_88cac2bd-496d-4f81-b7b6-019a113f9978.pdf

Capital/Financing Update

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Proposed issue of securities

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Announcement Summary

Entity name

CENTURIA CAPITAL GROUP

Announcement Type

New announcement

Date of this announcement

Friday May 14, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of ASX +security code +Security description +securities to be issued CNI FULLY PAID ORDINARY/UNITS STAPLED SECURITIES 187,567,084

Proposed +issue date Thursday June 17, 2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CENTURIA CAPITAL GROUP

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ACN

Registration Number

095454336

1.3 ASX issuer code

CNI

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday May 14, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

CNI : FULLY PAID ORDINARY/UNITS STAPLED SECURITIES

Number of +securities proposed to be issued

187,567,084

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

The acquisition of all of the fully paid ordinary stapled securities in Primewest (ASX: PWG) consisting of Primewest Group Limited (ACN 636 344 137) stapled to ordinary units in Primewest Property Fund (ARSN 636 405 635) whose responsible entity is Primewest Management Ltd (ACN 091 415 833) (collectively, Primewest) by way of an off-market takeover offer.

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Proposed issue of securities

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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 598,787,097.970000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Thursday June 17, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

97,617,147 stapled securities of CNI, subject to the outcome of the takeover bid. Depending on the outcome of the takeover bid, 50% of those stapled securities will cease to be subject to voluntary escrow 1 year from the date of acceptance of the offer and the remaining 50% 2 years from the date of acceptance of the offer.

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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Proposed issue of securities

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7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The acquisition of all fully paid ordinary stapled securities in Primewest (ASX: PWG) consisting of Primewest Group Limited and Primewest Property Fund whose responsible entity is Primewest Management Ltd by way of an off-market takeover offer.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Refer to CNI's ASX Announcement made on 14 May 2021 containing its Bidder's Statement for further details.

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