CENTURIA CAPITAL GROUP — Investor Presentation 2021

Apr 18, 2021

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Primewest Group proposed merger with Centuria Capital Group

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1 | Primewest | 19 April 2021
19.04.2021 | primewest.com.au
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IMPORTANT NOTICES

This presentation has been prepared by Primewest and is authorised for release to the ASX by the Board of Directors of Primewest.

This presentation has been prepared in relation to the proposed merger between with Centuria Capital Group (ASX:CNI) ( Centuria ) to be implemented via an off-market takeover offer (the Merger ) subject to the terms and conditions described in the bid implementation deed entered into on or about the date of this presentation ( BID ). A copy of the BID is available on ASX.

Summary information

This presentation contains summary information and statements about Primewest which is current as at the date of this presentation (unless otherwise indicated). Any information contained in this presentation about Centuria has been prepared based on publicly available information and has not been independently verified. The information in this presentation is general in nature and does not purport to be exhaustive. For example, this presentation does not purport to contain all of the information that investors may require to make an informed assessment of the Merger and its effect, nor does it purport to contain all of the information that an investor may require in evaluating a possible investment in Primewest. It has been prepared by Primewest with due care but no representation or warranty, express or implied, is provided by Primewest in relation to the currency, accuracy, reliability, fairness or completeness of the information, opinions or conclusions in this presentation. This presentation should be read in conjunction with Primwest's other periodic and continuous disclosure announcements lodged with the ASX. Further information about the Merger (including key risks for Primewest’s securityholders) will be provided by Primewest to its securityholders and released to ASX in due course, in the form of a target statement. The target statement will also include or be accompanied by an independent expert's report that will opine on whether the Merger is in the best interest of Primewest securityholders.

Not an offer, and not investment or financial product advice

This presentation is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act, or other offering document under Australian law or any other law. This presentation has not been lodged with the Australian Securities and Investments Commission. This presentation, and the information contained in it, is provided for information purposes only and is not an offer or solicitation or an invitation or recommendation to subscribe for, acquire or buy securities of Primewest, or any other financial products or securities, in any place or jurisdiction, or a solicitation of any action in connection with the Merger. This presentation may not be released to US wire services or distributed in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be unlawful. The securities referred to in this document have not been, and will not be, registered under the US Securities Act of 1933 (the US Securities Act) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. This presentation, and the information provided in it, does not constitute, and is not intended to constitute, financial product or investment advice (nor tax, accounting or legal advice) or a recommendation to acquire any securities of Primewest, or a solicitation of any action in connection with the Merger. It has been prepared without taking into account the objectives, financial or tax situation or particular needs of any individual. Any investment decision, or other decision in connection with the Merger, should be made based solely upon appropriate due diligence and other inquiries. Before making any investment decision, investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek professional advice from their legal, financial, taxation or other independent adviser (having regard to the requirements of all relevant jurisdictions). Primewest is not licensed to provide financial product advice in respect of an investment in securities, and does not purport to give advice of any nature. An investment in any listed company, including Primewest, is subject to risks of loss of income and capital.

Past performance

Past performance metrics and figures, as well as pro forma financial information, included in this presentation are given for illustrative purposes only and should not be relied upon as (and are not) an indication of Primewest’s views on Primewest or Centuria’s future financial performance or condition or prospects (including on a consolidated basis). Investors should note that past performance of Primewest and Centuria cannot be relied upon as an indicator of (and provide no guidance, assurance or guarantee as to) future performance, including the future trading price of securities. The historical information included in this presentation is, or is based on, information that has previously been released to the market.

Future performance and forward looking statements

Primewest has prepared this presentation based on information available to it. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, none of Primewest, its directors, employees or agents, advisers, nor any other person accepts any liability, including, without limitation, any liability arising from fault or negligence on the part of any of them or any other person, for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it. This presentation is not an offer, invitation, solicitation or other recommendation with respect to the subscription for, purchase or sale of any security, and neither this presentation nor anything in it shall form the basis of any contract or commitment whatsoever. This presentation may contain forwardlooking statements, guidance, forecasts, estimates, prospects, projections or 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 Primewest 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 presentation.

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2 | Primewest | 19 April 2021

IMPORTANT NOTICES

To the extent that this presentation contains Forward Statements, such Forward Statements inherently involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements to be materially greater or less than estimated. These may include, but are not limited to, changes in general economic conditions, political and social risks, changes to the regulatory framework within which Primewest operates, the recruitment and retention of key personnel, litigation and outbreaks of disease or pandemics (including the continuation or escalation of the global COVID-19 pandemic). Further information in relation to risks (including those that are specific to the Merger) will be provided in the target statement. Any such Forward Statements are based on assumptions, qualifications and contingencies which are subject to change and which may ultimately prove to be materially incorrect, as are statements about market and industry trends, which are based on interpretations of current market conditions. Securityholders should consider any Forward Statements contained in this presentation in light of such matters (and their inherent uncertainty) and not place reliance on such statements. Forward Statements are not guarantees or predictions of future performance and may involve significant elements of subjective judgment, assumptions as to future events that may not be correct, known and unknown risks, uncertainties and other factors, many of which are outside the control of Primewest. Except as required by law or regulation (including the ASX Listing Rules), Primewest and its directors, officers, employees, advisers, agents and other intermediaries disclaim any obligation or undertaking to provide any additional or updated information, whether as a result of new information, future events or results or otherwise (including to reflect any change in expectations or assumptions). Nothing in this presentation will, under any circumstances (including by reason of this presentation remaining available and not being superseded or replaced by any other presentation or publication with respect to Primewest or the subject matter of this presentation), create an implication that there has been no change in the affairs of Primewest since the date of this presentation.

Investment risk

As noted above, an investment in securities in Primewest is subject to investment and other known and unknown risks, some of which are beyond the control of Primewest. These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of securities in Primewest in the future. Primewest does not guarantee any particular rate of return or the performance of Primewest, nor guarantee the repayment of capital from Primewest, or any particular tax treatment. When making any investment decision, investors should make their own enquires and investigations regarding all information in this presentation. In respect of the Merger, securityholders should carefully consider the information to be made available in the target statement (and all other materials issued by Primewest in connection with the Merger) and seek independent advice before making any decision.

Effect of rounding

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.

Disclaimer

No person other than Primewest has authorised or caused the issue, release, submission, distribution or provision of this presentation, or takes any responsibility for, or makes or purports to make, any statements, representations or undertakings in this presentation. Primewest, to the maximum extent permitted by law, expressly excludes and disclaims all liability (including, without limitation, any liability arising out of fault or negligence on the part of any person) for any direct, indirect, consequential or contingent loss or damage, or for any costs or expenses, arising from the use of this presentation or its contents or otherwise arising in connection with it or the Merger. Primewest does not make any representations or warranties (express or implied) to securityholders about the Merger or about the currency, accuracy, reliability or completeness of the information, opinions and conclusions in this presentation (including, without limitation, any financial information, any estimates or projections and any other financial information). By accepting, accessing or reviewing this presentation (or by attending any investor briefing at which this presentation is made), you represent, warrant and agree that you have not relied on any statements made by Primewest in this presentation (including in relation to the Merger) and that you have read and agree to the terms set out above.

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3 | Primewest | 19 April 2021

Proposed merger with Centuria

UNANIMOUS RECOMMENDATION TO ACCEPT THE MERGER

• Primewest Group (ASX:PWG) ( Primewest ) has entered into a Bid Implementation Deed ( BID ) in relation to a merger with Centuria Capital Group (ASX:CNI) ( Centuria ) ( the Merger )

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• Centuria will make an off-market takeover offer for 100% of Primewest securities, subject to certain

• Transaction conditions

• overview • Centuria is a leading ASX-listed real estate funds manager with $10.5 billion of AUM[1] • Primewest and Centuria are two high-quality and complementary platforms that share similar investment philosophies and track records, illustrating there is strong rationale for the Merger

• • Under the Merger terms, Primewest securityholders will receive $1.51 per Primewest security, consisting of: – $0.20 of cash per Primewest security; and

• – 0.473 Centuria securities per Primewest security, equating to $1.31 per Primewest security based on Centuria’s last close price of $2.77 per security on 16 April 2021

• Implied offer • The implied offer price of $1.51 per Primewest security represents a:

• price – 3.1% premium to Primewest’s last close price of $1.465 per security on 16 April 2021;

• – 7.0% premium to Primewest’s 5-day VWAP of $1.412 per security on 16 April 2021; and

• – 51.0% premium to Primewest’s IPO offer price of $1.00 per security on 8 November 2019

• • PWG securityholders will also be entitled to the expected 2H21 distribution of 2.9 cents per security • The Primewest Board unanimously recommends the Merger[2] • The Primewest Board, whose directors represent 53% of Primewest securities, have confirmed they intend to

• Recommend accept into the Merger[2]

• to ACCEPT • Primewest has appointed Deloitte to prepare an independent expert’s report ( IER ), which will be included in the Target’s Statement to be despatched to all Primewest securityholders

• • Primewest announces the following updates to guidance:

• Guidance – FY21 earnings per security guidance upgraded to 5.8 cents

• update – FY21 distribution per security guidance reaffirmed to 5.0 cents

• ~~Note:~~

• Primewest has appointed Deloitte to prepare an independent expert’s report ( IER ), which will be included in the Target’s Statement to be despatched to all Primewest securityholders

  1. Pro forma AUM as at 31 December 2020 adjusted for post balance date revaluations and acquisitions

• Subject to no superior proposal and an independent expert opining that the Merger is fair and reasonable

| Primewest | 19 April 2021

4

Overview of the merged group

MERGED GROUP IS ONE OF THE LARGEST REAL ESTATE FUND MANAGERS ON THE ASX

A$14.6bn AUM1

AUM % of Total Office A$6.3bn Office assets located across, Sydney, Melbourne, Perth, Brisbane, Adelaide 201-203 Pacific Highway, St Leonards NSW 43% (from 36%) Industrial A$4.1 bn Industrial sites in well established locations in Sydney, Melbourne, Perth, Brisbane, Adelaide 201-203 Pacific Highway, St Leonards NSW 28% (from 11%) Healthcare A$1.0bn High quality healthcare fund with ongoing transaction momentum 1521 Forest Road, Orange, NSW 7% (new sector) Agriculture A$0.3bn2 Agriculture assets under long term leases to established operators across Australia Lamattina Celery Farm, Regional VIC 2% (from 7%) Other A$0.5bn Comprises NZ supermarkets and shopping centres plus hotel and land syndicates in the US and WA Esplanade Hotel, Fremantle 3% (from 5%) Daily Needs Retail (“DNR”) A$1.2bn 23 Coles or Woolworths anchored centres across Perth, Adelaide and regional Australia Fairview Green Shopping Centre, Adelaide 9% (from 21%) Large format retail (“LFR”) A$1.1bn Large footprint and high traffic properties anchored by ASX listed covenants across Australia Auburn Mega Mall, Sydney 8% (from 20%)

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Note: all figures are subject to rounding 1. Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes $1.0bn of opportunities under due diligence and does not include $0.9bn of investment bonds for CNI

5 | Primewest | 19 April 2021

1. Includes $0.3bn associated with Vitalharvest

Strategic rationale

PRIMEWEST AND CENTURIA ARE COMPLEMENTARY FUNDS MANAGEMENT PLATFORMS

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• The implied offer price of $1.51 per Primewest security represents a: –

• Premium to 3.1% premium to Primewest’s last close price of $1.465 per security on 16 April 2021; last close – 7.0% premium to Primewest’s 5-day VWAP of $1.412 per security on 16 April 2021; and – 51.0% premium to Primewest’s IPO offer price of $1.00 per security on 8 November 2019

• Earnings • Material earnings per security accretion of 19%, which would deliver 6.8 cents on a pro forma FY21 basis[1] accretion High-quality • Integration of two high-performing management teams with an intention to retain Primewest’s existing management employees

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• Substantial increase in scale and relevance with combined AUM of $15.5 billion[2] , representing a 209% increase for Primewest and making the combined group amongst the largest real estate fund managers listed on the ASX

Increased listed on the ASX scale & • Enhanced geographic and sector diversification, which allows the merged group to take advantage of a diversification broader range of acquisition opportunities • Merged group expected to be well placed for ASX/S&P 200 index inclusion with an estimated pro forma market capitalisation of $2.2 billion[3] Enhanced • Opens new distribution channels (including exposure to two large listed REITs) with a broader investment distribution mandate across Australia • Corporate Material synergies to support growth of AUM, expansion of property services across both businesses, removal synergies of duplicated corporate costs and tax related synergies

• Material synergies to support growth of AUM, expansion of property services across both businesses, removal of duplicated corporate costs and tax related synergies

Note:

1. Pro forma impact assuming the Merger had occurred on 1 July 2020. Based on Primewest’s FY21 EPS guidance of 5.8cps; assumes the cash consideration is reinvested in Centuria securities at the last close price of $2.77 on 16 April 2021; and aggregate post-tax synergies of $5.3 million per annum (assuming Centuria acquired 100% of Primewest)

2. Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes $1.0bn of opportunities under due diligence

3. Based on Centuria’s last close price of $2.77 on 16 April 2021 multiplied by the number of securities on issue post Merger (assuming Centuria acquires 100% of Primewest)

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| Primewest | 19 April 2021

6

Positive impact on securityholders

PREMIUM RECEIVED AND MATERIALLY EARNINGS ACCRETIVE TO PRIMEWEST SECURITYHOLDERS

Premium received

Materially earnings accretive

The implied offer price represents a premium to Primewest’s security price since its November 2019 IPO[1]

+19% earnings accretion on a per security basis to Primewest securityholders[2]

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3.1% 7.0% 11.8%
premium premium premium
Implied
offer
price
51.0%
premium
$1.47
$1.41
$1.35
$1.00
Last close 5-day VWAP 30-day VWAP IPO offer price
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Material synergies to support growth of AUM, expansion of property services across both businesses, removal of duplicated corporate costs and tax related synergies

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6.8 cents
+19% [2]
5.8 cents
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PWG standalone Merged Group (PWG Equivalent)

Implied offer price ($1.51)

Note:

1. Implied offer price includes scrip implied by merger ratio of 0.473x and cash consideration of $0.200

2. Pro forma impact assuming the Merger had occurred on 1 July 2020. Based on Primewest’s FY21 EPS guidance of 5.8cps; assumes the cash consideration is reinvested in Centuria securities at the last close price of $2.77 on 16 April 2021; and aggregate post-tax synergies of $5.3 million per annum (assuming Centuria acquired 100% of Primewest)

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| Primewest | 19 April 2021

7

Geographic diversification

INCREASED GEOGRAPHIC DIVERSIFICATION INCLUDING NEW EXPOSURE TO NEW ZEALAND[1]

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QLD
$2.7bn
WA
11%  18%
$3.4bn
54  23%
NSW
SA
$2.8bn
$0.8bn Auckland
16%  19%
6%  5% $1.5bn
0%  10%
ACT
$0.4bn
VIC 0%  3%
Other [2] $2.3bn
$0.3bn 10%  16%
3%  2% Other NZ
$0.5bn
TAS
0%  4%
$0.04bn
1%  0%
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Note:

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1. Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes $1.0bn of opportunities under due diligence

| Primewest | 19 April 2021

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1. Other includes USA AUM

Increased scale and relevance

COMBINED GROUP ONE OF THE LARGEST REAL ESTATE FUND MANAGERS ON THE ASX

ASX LISTED REAL ESTATE FUNDS MANAGER PEER SET (AUM $BN)[1,2]

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$48.5bn
$46.4bn
$15.5bn [$15.6bn ]
$12.9bn
$10.5bn
$9.7bn
$8.3bn
$5.0bn
$2.9bn
$1.9bn
ENN APD PWG CMW MGR CNI GPT Merged DXS CHC GMG
group
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Note:

1. Based on external third party AUM, excluding directly owned property; Company filings as at 31 December 2020

2. Pro forma AUM as at 31 December 2020 adjusted for post balance date revaluations and acquisitions. Includes $0.3bn associated with Vitalharvest but excludes $1.0bn of opportunities under due diligence

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| Primewest | 19 April 2021

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Enhanced distribution

OPENS NEW DISTRIBUTION CHANNELS WITH A BROADER INVESTMENT MANDATE

Real estate fund types[1,2]

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Unlisted multi- Listed fund Unlisted multi-asset fund
asset fund 6% 8%
14% Unlisted multi-asset
Listed fund
Unlisted multi- open ended fund
36%
asset open 8%
ended fund
8%
PWG Merged
group
Unlisted single-asset Unlisted single-
fund asset fund
72% 48%
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• Listed REITs $5.2bn of AUM across 4 funds

• Unlisted single asset $7.0bn of AUM across 141 funds

• Unlisted multi-asset open ended $1.2bn AUM across 8 funds

• Unlisted multi-asset $1.2bn AUM across 13 funds

Real estate capital sources[1,2]

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Listed
6%
Unlisted Unlisted
institutional wholesale
14% 27%
36%
PWG Merged
group
Unlisted
wholesale Unlisted retail Unlisted
80% 29% institutional
8%
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• Listed REITs $5.2bn of AUM

• Unlisted institutional $1.2bn of AUM

• Unlisted retail $4.2bn of AUM

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Listed
36%
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• Unlisted wholesale $4.0bn of AUM

Unlisted retail includes 900 active high net worth investors from the PWG platform, holding over $1.5bn in equity across 84 syndicates

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Notes:

1. PWG pro forma AUM includes $0.3bn associated with Vitalharvest but excludes $1.0bn of opportunities under due diligence

2. Pro forma AUM figures as at 31 December 2020 adjusted for post balance date revaluations and acquisitions; not including investment bonds for CNI

10 | Primewest | 19 April 2021

Enhanced distribution

OVER $2 BILLION OF UNLISTED INSTITUTIONAL MANDATES WITH SCOPE FOR FURTHER EXPANSION

SELECT INSTITUTIONAL UNLISTED FUND MANDATES

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PRIMEWEST: SPRING FARM SHOPPING CENTRE, NSW
PRIMEWEST
DAILY NEEDS RETAIL
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• Recently launched $300m institutional mandate with 5% Primewest co-investment

• Mandate expanded in December 2020 to $930m

• Acquired $127m in assets since launch with a further $104m under contract

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PRIMEWEST: ONE WILLIAM STREET, PERTH
PRIMEWEST
OFFICE
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• Includes two high quality assets, exchange Tower and One William Street, with high occupancy of 99% and 98% respectively

• Total AUM of ~$590m

• Scope to expand office mandate should additional opportunities arise

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CENTURIA: 32 MORROW STREET, TARINGA, QLD
CENTURIA
HEALTHCARE
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• Focused on prime healthcare real estate geographically diversified throughout Australia

• $500m mandate with AXA Investment Managers and Grosvenor Group

• $92m has been filled with the balance to be deployed

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11 | Primewest | 19 April 2021

Summary of the BID

PRIMEWEST AND CENTURIA HAVE ENTERED INTO A BID IN RELATION TO THE MERGER

• Primewest has entered into a Bid Implementation Deed ( BID ) in relation to a merger with Centuria via an off-

• Structure market takeover offer to be made by Centuria for Primewest

• • Under the Merger terms, Primewest securityholders will receive $1.51 per Primewest security, consisting of: - $0.20 of cash per Primewest security; and

• Implied offer price - 0.473 Centuria securities per Primewest security, equating to $1.31 per Primewest security based on Centuria’s last close price of $2.77 per security on 16 April 2021.

• • The Merger is conditional upon a number of matters set out in the BID, including: - minimum acceptance of at least 90% of all Primewest securities;

• • no material adverse change in relation to Primewest;
• • no prescribed occurrence in relation to Primewest;
• • receipt of certain regulatory approvals;

• Conditions no regulatory actions; -

• precedent change of control consents in relation to downstream funds;

• the entry into certain escrow arrangements by each of John Bond, David Schwartz and Jim Litis and their associated securityholder entities; and

• • other customary conditions.

• At any time from when the offer period opens to when the offer period closes ( Offer Period ), Centuria may choose to waive certain conditions of the Merger, declare the Merger unconditional and / or extend the Offer Period[1]

• Other key • Customary termination rights provisions • Deal protection measures for Centuria such as exclusivity, no-shop and no-talk obligations and matching rights

Note:

1. Centuria may not waive or vary the minimum acceptance condition to reduce the acceptance level (including acceptances through an institutional acceptance facility) below 80%, without the consent of Primewest, after good faith consultation with Centuria

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12 | Primewest | 19 April 2021

Indicative timetable

TARGET’S STATEMENT DESPATCHED AND OFFER PERIOD TO OPEN BY MID MAY 2021

Key event

Date[1]

Transaction Announced

Monday, 19 April 2021

Target’s Statement and IER despatched by PWG (alongside Bidder’s Statement despatched by CNI) Offer period opens

Mid May 2021

Offer period closes (minimum 1 month offer period; can be extended to a maximum of 12 months)

Mid June 2021

If pre-conditions are met, compulsory acquisition process commences

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Note:

1. All dates are indicative only and subject to change

13 | Primewest | 19 April 2021

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14 | Primewest | 19 April 2021 19.04.2021 | primewest.com.au |