CENTURIA CAPITAL GROUP

ASX:CNI 19 April 2021

CENTURIA HEALTHCARE: 32 MORROW STREET, TARINGA, QLD

PRIMEWEST: EXCHANGE TOWER, PERTH

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PRIMEWEST: AUSTRALIA PLACE, PERTH

Merger with Primewest combining two leading real estate platforms with over A$15 billion of AUM

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CENTURIA: TELSTRA DATA CENTRE COMPLEX, CLAYTON, VIC

Disclaimer

This presentation has been prepared by Centuria Capital Limited and Centuria Funds Management Limited as responsible entity of Centuria Capital Fund (together the stapled listed entity CNI). Centuria Property Funds Limited (ABN 11 086 553 639, AFSL 231 149) ('CPFL') and Centuria Property Funds Management No. 2 Limited (ABN 38 133 363 185, AFSL 340 304) ('CPF2L') are fully owned subsidiaries of CNI. CPF2L is the responsible entity for the Centuria Industrial REIT (ARSN 099 680 252) (ASX: CIP). CPFL is the responsible entity for the Centuria Office REIT (ARSN 124 364 718) (ASX: COF), the Centuria Diversified Property Fund (ARSN 611 510 699) and the rest of Centuria's unlisted property funds. Investment in Centuria's property funds is subject to risks that are set out in the Product Disclosure Statement ('PDS') for the fund. The PDS for any open fund is made available on Centuria’s website (centuria.com.au). Investors should read the PDS in full before making a decision to invest.

Past performance is not a guarantee of future performance.

This presentation contains selected summary information only and is provided for general information purposes only. It is not a prospectus, product disclosure statement, pathfinder document or any other disclosure document for the purposes of the Corporations Act and has not been, and is not required to be, lodged with the Australian Securities & Investments Commission. It should not be relied upon by the recipient in considering the merits of CNI, the Merger, the combined group, the acquisition of securities in CNI or its subsidiaries. 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 judgment with regard to the operations, financial condition and prospects of CNI or the combined group.

The information contained in this presentation does not constitute financial product advice. Before making an investment decision, the recipient should consider its own financial situation, objectives and needs, and conduct its own independent investigation and assessment of the contents of this presentation, including obtaining investment, legal, tax, accounting and such other advice as it considers necessary or appropriate.

This presentation has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. It is not an invitation 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. To the maximum extent permitted by law, CNI and the members of the Centuria Capital Group make no representation or warranty, express or implied, as to the accuracy, completeness, timeliness or reliability of

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the contents of this presentation. To the maximum extent permitted by law, CNI does not accept any liability (including, 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.

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.

Neither CNI nor any member of Centuria Capital Group 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. Except as required by law or regulation, CNI assumes no obligation to release updates or revisions to Forward Statements to reflect any changes.

Any information on Primewest and its business and assets, including the Primewest funds, as well as the combined group, contained in this presentation has been prepared based on a review of publicly available information and should not be considered comprehensive. Information on the combined group (to the extent it incorporates or reflects information on Primewest and its business and assets, including the Primewest funds) has not been independently verified by CNI. Subject to the Corporations Act, none of CNI, its directors, nor any member of the Centuria Capital Group or their respective officers or employees make any representation or warranty (express or implied) as to the accuracy or completeness of this information.

The reader should note that this presentation may also contain pro-forma financial information. Distributable earnings is a financial measure which is not prescribed by Australian Accounting Standards (”AAS”) and represents the profit under AAS adjusted for specific non-cash and significant items. The Directors of CFML consider that distributable earnings reflect the core earnings of the Centuria Capital Fund. All dollar values are in Australian dollars ($ or A$) unless stated otherwise.

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Centuria to Merger with Primewest

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Transaction overview

Centuria Capital Group ( Centuria, ASX:CNI ) has entered into a Bid Implementation Deed (BID) in relation to a merger transaction with Primewest Group ( Primewest, ASX:PWG ) via an off-market takeover offer ( Merger )
The Primewest Board has unanimously recommended the Merger, in the absence of a superior proposal and subject to an independent expert opining that the Merger is fair and reasonable to Primewest Securityholders
The Primewest Board, including founding directors John Bond, David Schwartz and Jim Litis, which represent 53% of Primewest securities, intend to accept the Merger in the absence of a superior proposal and subject to the independent expert’s opinion

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Merger Consideration

Under the Merger terms, Primewest securityholders will receive $1.51 per Primewest security comprising:
$0.20 of cash per Primewest security; and
0.473 Centuria securities per Primewest security, equating to $1.31 based on Centuria’s closing price on 16 April 2021
Centuria and Primewest are two high-quality and complementary real estate funds management platforms that share similar investment philosophies and strong track records

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Strategic Rationale

The Merger provides both Centuria and Primewest securityholders with an enhanced investment proposition relative to either group on a standalone basis, through:
Increased scale and relevance with combined AUM of $15.5 billion[1] , representing an increase of 52% for Centuria
Integration of two high-performing management teams with the intended retention of Primewest staff
Enhanced geographic and sector diversification, which allows the merged group to take advantage of a broader range of opportunities

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Impact of Transaction

Financially compelling pro forma FY21 earnings per security (EPS) accretion of 4% for Centuria and 19% for Primewest[2]
Well placed for ASX/S&P 200 index inclusion with an estimated pro forma market capitalisation of $2.2 billion[3]
Gearing at 7.6% with $191 million of cash and cash equivalents
Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes over $1bn of opportunities under due diligence
Pro forma impact assuming the Merger had occurred on 1 July 2020. Based on the mid-point of Centuria’s FY21 EPS guidance of 11.5–12.5cps; Primewest’s FY21 EPS guidance of 5.8cps (as per Primewest announcement on 19 April 2021); assumes the cash consideration is reinvested in Centuria securities; and aggregate estimated post-tax synergies of $5.3 million per annum (assuming Centuria acquired 100% of Primewest)
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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Benefits for new and existing Centuria securityholders

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Combines two highly complementary real estate platforms

Both groups share similar investment philosophies and strong track records

Integration of two high-performing management teams with the intended retention of Primewest staff

Opens new distribution channels including a leading private client base and substantial institutional mandates

Increases scale and relevance

AUM would increase by 52% to $15.5bn, making the combined group amongst the largest real estate fund managers on the ASX[1]

Market capitalisation of the combined group increases to over $2.2bn[2] Well placed for S&P/ASX 200 Index inclusion

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Enhanced Geographic and Financially attractive
Sector Diversification
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Enhanced diversification by geography and sector, which allows the merged group to take advantage of a broader range of opportunities

Material FY21 pro forma earnings per security accretion of 4% for Centuria and 19% for Primewest[3]

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

New exposure to Daily Needs Retail, Large Format Retail and Agriculture sectors for Centuria Continued exposure to sectors with significant tailwinds including industrial and healthcare

Attractive fee card across listed and unlisted funds

Based on external third party AUM, excluding directly owned property; Company filings as at 31 December 2020
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)
Pro forma impact assuming the Merger had occurred on 1 July 2020. Based on the mid-point of Centuria’s FY21 EPS guidance of 11.5–12.5cps; Primewest’s FY21 EPS guidance of 5.8cps (as per Primewest announcement on 19 April 2021); assumes the cash consideration is reinvested in Centuria securities; and aggregate estimated post-tax synergies of $5.3 million per annum (assuming Centuria acquired 100% of Primewest)

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CHPF: CIP: PRIMEWEST: LISAROW PLAZA SHOPPING CENTRE, NSW 23-41 GALWAY AVENUE, MARLESTON, SA645-647 BURWOOD HWY, VERMONT SOUTH, VIC

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SECTION ONE Merger Summary

ASX:CNI

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Key Features of the Merger

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Merger Consideration

Primewest securityholders will receive $1.51 per Primewest security comprising:
$0.20 of cash per Primewest security; and
0.473 Centuria securities per Primewest security, equating to $1.31 based on Centuria’s closing price on 16 April 2021

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Payment Timing

If Centuria declares the conditions to the Merger to be satisfied or waived, unless you are an ineligible foreign Primewest securityholder (or hold an unmarketable parcel), you will receive Merger Consideration within the earlier of:
5 working days after the Merger becomes unconditional, if you accept the Merger while it is conditional; or
5 working days after Centuria receives your acceptance, if you accept the Merger after it becomes unconditional (assuming the Merger is declared unconditional before the closing date for the Merger)
Both Centuria and Primewest will pay a distribution to existing securityholders for the half year ending 30 June 2021[1]

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Conditions

• 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, 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[2]

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[3] , declare the Merger unconditional and / or extend the Offer Period

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Employees and Management

Founders John Bond, David Schwartz and Jim Litis will enter into two year employment contracts as senior executives of Centuria
Upon Merger completion, John Bond, David Schwartz and Jim Litis will enter into two year escrow arrangements in relation to their Centuria holdings
Centuria’s current intention is to retain Primewest’s existing employees to enhance its geographic and sector diversification

	Indicative timing	Offer Period opens	Mid May 2021
		Offer Period closes (unless extended)	Mid June 2021

If the Offer Period closes before 30 June 2021, Centuria and Primewest may bring forward the record date for this distribution
Customary conditions are set out in the BID and include: receipt of certain regulatory approvals, no regulatory actions or restraints, the holders of Primewest options agree to their options being cancelled or otherwise transferred to Primewest for a cash amount, no material adverse change in relation to Primewest, no prescribed occurrence in relation to Primewest, no material acquisitions or disposals or changes in conduct of business by Primewest or the Primewest fund, no removal of responsible entities or trustees of the Primewest Fund, no litigation on foot or pending, and change of control consents in relation to downstream funds
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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CENTURIA: VISY FACILITY, PENROSE AUCKLAND, NZ

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SECTION TWO

Profile of the Merged Group

ASX:CNI

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Combination of two highly complementary real estate platforms with $15.5bn of AUM

$15.5bn[1] Pro forma Group AUM

$1bn[2] on balance sheet

$14.6bn $0.9bn Investment Real Estate AUM Bonds

$14.6bn

$9.4bn

$5.2bn

Centuria life

Listed Real Estate AUM Unlisted Real Estate AUM Centuria Centuria Centuria Asset ffffffffffffffffffffffffffffffffffffffff Investment Office Industrial Plus Vitalharvest ffffffffffffffffffffffffffffffffffffffff Bonds REIT REIT Limited Trust Primewest Unlisted Real Centuria Unlisted Real ASX:COF ASX:CIP NZX:APL ASX:VTH Estate Estate Guardian Friendly $2.0bn $2.6bn $0.3bn $0.3bn[3] $4.7bn $4.7bn Society

~$191m Pro forma cash on balance sheet Centuria Office (ASX:COF) $217m (19.9%)[4] Listed Centuria Industrial (ASX:CIP) co- $328m (17.0%)[4] investments Asset Plus (NZX:APL) $614m $23m (19.9%)[4] Vitalharvest Trust (ASX:VTH) $46m (19.9%)[3] Primewest unlisted real estate $35m Unlisted coCenturia unlisted real estate investments and debt $126m $213m Centuria properties held for development $52m

Note: Pro forma AUM figures as at 31 December 2020 adjusted for post balance date revaluations and acquisitions

PWG managed funds and co-investments

Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes over $1bn of opportunities under due diligence
Pro forma balance sheet cash, listed co-investments and unlisted co-investmetns
VitalHarvest is currently in receipt of competing proposals from MAFM and Roc to acquire all of the units in VitalHarvest, which may result in Primewest selling the management rights and co-investment stake in VitalHarvest
Based on the respective close prices of COF, CIP and APL on 16 April 2021. Includes ownership by associates of Centuria Capital Group

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[[1]]
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Integrated expertise overseeing the combined $14.6bn real estate platform[[1]]

Property Funds Management

Property Services

Listed and Unlisted divisions benefiting from an integrated platform

Property Services across both platforms continues to deliver strong results to the funds through highly active management of the assets

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Capital Capital Funds Asset/Property Leasing Property
Transactions Sources Management Management Management Development
Asset Identification Unlisted Investors Fund Strategy Large and experienced team Direct Tenant Relationships Opportunity Analysis
Return Analysis Listed REIT Investors Corporate Governance Direct Tenant Relationships New leases & Renewals Cost Management
Institutional Partners Fund Accounting Build to own
Experienced Negotiation Dedicated Leasing Team
Fund through
On & off market execution
Development management
4 listed REITs
$1.9 billion $1.7bn+
Capital sources
transactions 141 single asset funds 400+ assets Experienced team with development pipeline
~36% listed REITs
in HY21 across both ~64% unlisted 21 multi-asset 2,300+ tenants proven leasing ability 230,000sqm+
platforms funds lettable area
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Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes over $1bn of opportunities under due diligence

Merger expands distribution channels and diversifies capital sources

Significant unlisted AUM of $9.4bn complementing $5.2bn of listed real estate AUM[1]

REAL ESTATE FUND TYPES

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Unlisted multi asset fund Unlisted multi asset fund
Unlisted multi asset 5% Unlisted multi asset open 8%
open ended fund ended fund
9% 8%
Listed fund
36% Listed REITs $5.2bn of AUM across 4 funds
Listed fund
Unlisted 51%
single Unlisted single asset $7.0bn of AUM across 141 funds
asset fund Unlisted
35% asset fundsingle Unlisted multi-asset open ended $1.2bn AUM across 8 funds
48%
Unlisted multi-asset $1.2bn AUM across 13 funds
REAL ESTATE CAPITAL SOURCES
Unlisted
wholesale
Unlisted retail 27% Listed36% Listed REITs $5.2bn of AUM
43% Listed51% Unlisted institutional $1.2bn of AUM
Unlisted Unlisted retail $4.2bn of AUM
Unlisted Unlisted retailinstitutional
institutional5% 29% 8% Unlisted wholesale $4.0bn of AUM
Including 900 active HNW investors from PWG platform that hold over $1.5bn in equity across 84 syndicates
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PRIMEWEST : FIARVIEW GREEN, SA

Note: Pro forma AUM figures as at 31 December 2020 adjusted for post balance date revaluations and acquisitions; Not including investment bonds 1. Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes over $1bn of opportunities under due diligence

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Expanding platform of unlisted institutional mandates

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Over $2 billion of unlisted institutional mandates with scope for further expansion

SELECT INSTITUTIONAL UNLISTED FUND MANDATES

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CENTURIA : 32 MORROW STREET, TARINGA, QLD
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PRIMEWEST : SPRING FARM SHOPPING CENTRE, NSW
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PRIMEWEST : ONE WILLIAM STREET, PERTH
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CENTURIA HEALTHCARE

PRIMEWEST DAILY NEEDS RETAIL

PRIMEWEST OFFICE

Focused on prime healthcare real estate geographically diversified throughout Australia
$500m mandate with AXA Investment Managers and Grosvenor Group
Recently launched $300m institutional mandate with 5% Primewest coinvestment
Mandate expanded in December 2020 to $930m
Includes two high quality assets, Exchange Tower and One William Street, with high occupancy of 99% and 98% respectively
Total AUM of ~$587m
$92m has been filled with the balance to be deployed
Acquired $127m in assets since launch with a further $104m under contract
Scope to expand office mandate should suitable opportunities arise

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Merger consistent with ‘dual’ growth strategy

Combination of two leading real estate platforms with a strong track record of AUM growth

ASSETS UNDER MANAGEMENT

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$1bn+ PLUS OVER $1BN OF
$15.5bn [1] OPPORTUNITIES IN
DD ACROSS BOTH
CENTURIA / PLATFORMS
5.0 PRIMEWEST
$10.2bn MERGER
$8.8bn UNLISTED &
46% $6.2bn 4.5 4.7 INSTITUTIONAL REAL ESTATE
CAGR [2] 4.2
$4.9bn
$3.8bn 2.6
1.5 1.9 3.8 4.8 4.9 LISTED REAL ESTATE
1.5 2.1 2.7
0.8 0.9 0.9 0.8 0.9 0.9 INVESTMENT BONDS
3
FY17 FY18 FY19 FY20 HY21 MergeCo
JAN 2017 / CORPORATE MAY 2019 / CORPORATE JUL 2020 / CORPORATE April 2021 / CORPORATE
$10bn+ OF $1.4bn $620m $1.7bn $5.0bn
TRANSFORMATIONAL
INITIATIVES N I S H I
OCT 2018 / REAL ESTATE DEC ‘19 / REAL ESTATE AUG & OCT ‘20 / REAL ESTATE
$645m $492m $584m
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Similar to Centuria, Primewest has delivered 19% AUM CAGR from FY17 to 31 March 2021

Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes over $1bn of opportunities under due diligence
CAGR calculated from 30 June 2017 to 31 March 2021 pro forma for the Merger
Pro forma AUM figures as at 31 December 2020 adjusted for post balance date revaluations and acquisitions

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Merger significantly increases scale and relevance

Merged group will be amongst the largest real estate fund managers on the ASX[1]

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ASX LISTED REAL ESTATE FUNDS MANAGER PEER SET (EXTERNAL AUM $BN) [1]
$46.4bn $48.5bn
$15.5bn2 $15.6bn
$12.9bn
$10.5bn
$9.7bn
$8.3bn
$5.0bn
$2.9bn
$1.7bn $1.9bn
CENTURIA : ANGLESEA MEDICAL CENTRE, HAMILTON, NZ HMC ENN APD PWG 3 CMW MGR CNI 3 GPT MergeCo DXS CHC GMG
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Based on external third party AUM, excluding directly owned property; Company filings as at 31 December 2020
Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes over $1bn of opportunities under due diligence 3. Pro forma AUM figures as at 31 December 2020 adjusted for post balance date revaluations and acquisitions

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$14.6bn[1] Australasian platform with enhanced geographic diversification

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Increased exposure to WA is underpinned by Primewest's depth of experience in this market

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PRIMEWEST, EXCHANGE TOWER, PERTH
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NT QLD
$2.7bn
18%
WA
(from 22%)
SA Auckland
$3.4bn $0.8bn
23% 5% $2.8bn $1.5bn
(from 8%) (from 5%) NSW $19%
10%
(from 20%)
(from 16%)
ACT
$0.4bn
Other NZ
VIC 3%
Other
(from 4%)
$0.5bn
$0.3bn $2.3bn 4%
$41m
2% 16% TAS (from 6%)
(from 1%) (from 18%) 0%
(from 0%)
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Note: Pro AUM sheet figures as at 31 December 2020 adjusted for post balance date revaluations and acquisitions 1. Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes over $1bn of opportunities under due diligence

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Enhanced sector diversification creating new growth opportunities

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72% focused on existing capabilities in office and industrial with the introduction of three new sectors

$14.6bn[1] Real Estate Platform

Office Industrial Daily Needs Retail (“DNR”) Large Format Retail (“LFR”) Agriculture Healthcare Other	Office Industrial Daily Needs Retail (“DNR”) Large Format Retail (“LFR”) Agriculture Healthcare Other	Office Industrial Daily Needs Retail (“DNR”) Large Format Retail (“LFR”) Agriculture Healthcare Other	Office Industrial Daily Needs Retail (“DNR”) Large Format Retail (“LFR”) Agriculture Healthcare Other	Office Industrial Daily Needs Retail (“DNR”) Large Format Retail (“LFR”) Agriculture Healthcare Other	Office Industrial Daily Needs Retail (“DNR”) Large Format Retail (“LFR”) Agriculture Healthcare Other	Office Industrial Daily Needs Retail (“DNR”) Large Format Retail (“LFR”) Agriculture Healthcare Other	Office Industrial Daily Needs Retail (“DNR”) Large Format Retail (“LFR”) Agriculture Healthcare Other

AUM	A$6.3bn	A$4.1bn	A$1.2bn	A$1.1bn	A$1.0bn	A$0.3bn2	A$0.5bn
Office assets located across, Sydney, Melbourne, Auckland, Perth, Brisbane, Adelaide Industrial sites in well established locations in Sydney, Melbourne, New Zealand Perth, Brisbane, Adelaide Coles, Woolworths, Countdown anchored centres across Perth, Adelaide, regional Australia and New Zealand Large footprint and high traffic properties anchored by ASX listed covenants across Australia and New Zealand Agriculture assets under long term leases to established operators across Australia High quality healthcare fund with ongoing transaction momentum Comprises tourism, shopping centres and land syndicates in the US, New Zealand and WA	Office assets located across, Sydney, Melbourne, Auckland, Perth, Brisbane, Adelaide	Industrial sites in well established locations in Sydney, Melbourne, New Zealand Perth, Brisbane, Adelaide	Coles, Woolworths, Countdown anchored centres across Perth, Adelaide, regional Australia and New Zealand	Large footprint and high traffic properties anchored by ASX listed covenants across Australia and New Zealand	High quality healthcare fund with ongoing transaction momentum	Agriculture assets under long term leases to established operators across Australia	Comprises tourism, shopping centres and land syndicates in the US, New Zealand and WA
43% (from 48%) 28% (from 36%) 7% (from 11%) 2% (new sector) 3% (from 5%) % of Total 9% (new sector) 8% (new sector)

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201-203 Pacific 60-80 Southlink St, Fairview Green Highway, St Leonards Parkinson, QLD Shopping Centre, NSW Adelaide

Auburn Mega Mall,

Sydney

1521 Forest Road, Lamattina Celery Esplanade Hotel, Orange, NSW Farm, Regional VIC Fremantle

1521 Forest Road,

Note: Pro AUM sheet figures as at 31 December 2020 adjusted for post balance date revaluations and acquisitions 1. Pro forma AUM includes $0.3bn associated with Vitalharvest but excludes over $1bn of opportunities under due diligence
Includes $0.3bn of Vitalharvest assets

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Merger generates strong accretion for both Centuria and Primewest

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Financially attractive for both Centuria and Primewest securityholders

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CENTURIA PRO FORMA FY21 EPS [1] PRIMEWEST PRO FORMA FY21 EPS [1]
+4% +19%
accretion accretion
6.8¢
12.6¢
12.0¢
5.8¢
Centuria standalone guidance Merged Group Primewest standalone guidance Merged Group 2
(mid-point) (pro forma) (Primewest equivalent security)
CENTURIA: 1 LAHRS ROAD, ORMEAU, QLD
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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Pro forma impact assuming the Merger had occurred on 1 July 2020. Based on the mid-point of Centuria’s FY21 EPS guidance of 11.5–12.5cps; Primewest’s FY21 EPS guidance of 5.8cps (as per Primewest announcement on 19 April 2021); assumes the cash consideration is reinvested in Centuria securities; and aggregate estimated post-tax synergies of $5.3 million per annum (assuming Centuria acquired 100% of Primewest)
Based on a total merger ratio of 0.545 Centuria securities per Primewest security, comprising scrip consideration of 0.473 Centuria securities and assuming the cash proceeds of $0.20 is reinvested at Centuria’s closing price of $2.77 on 16 April 2021

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PRIMEWEST: EXCHANGE TOWER, PERTH

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APPENDIX A

Primewest Overview

ASX:CNI

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Primewest Overview

BUSINESS DESCRIPTION

AUM Growth ($BN)

Primewest is one of Australia’a leading listed real estate funds managers
Impressive track record of 19% AUM CAGR from FY17 to 31 March 2021
Primewest has $5.0bn AUM across listed and unlisted real estate funds
Diversified by geography and asset class, contributing to a lower correlation to specific market and asset class risks
Primewest headquarters is in Perth where ~54% of AUM is located
Well established institutional and retail distribution and channels
Recently increased Daily Needs Institutional Mandate from $300m to $930m
High quality office portfolio with total AUM of $1.8bn

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19%
CAGR
4.5 5.0
3.7
3.2
2.6
3
FY17 FY18 FY19 FY20 31 March 2021HY21
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SECTOR DIVERSIFICATION BY AUM [1]
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GEOGRAPHIC DIVERSIFICATION BY AUM[1]

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Other Other
SA
4% Agriculture 5%
6% 7%
Office
VIC
36%
10% Industrial
11%
QLD
WA
10%
54%
Large Format
NSW Retail
20% Daily Needs
16% Retail
21%
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As at 31 March 2021

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Primewest manages $5.0bn across diverse asset classes

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$5.0bn Real Estate Platform

Office Industrial Large Format Retail (“LFR”) Agriculture Other Daily Needs Retail (“DNR”)	Office Industrial Large Format Retail (“LFR”) Agriculture Other Daily Needs Retail (“DNR”)	Office Industrial Large Format Retail (“LFR”) Agriculture Other Daily Needs Retail (“DNR”)	Office Industrial Large Format Retail (“LFR”) Agriculture Other Daily Needs Retail (“DNR”)	Office Industrial Large Format Retail (“LFR”) Agriculture Other Daily Needs Retail (“DNR”)	Office Industrial Large Format Retail (“LFR”) Agriculture Other Daily Needs Retail (“DNR”)	Office Industrial Large Format Retail (“LFR”) Agriculture Other Daily Needs Retail (“DNR”)

AUM	A$1.8bn	A$0.6bn	A$1.1bn	A$1.0bn	A$0.3bn1	A$0.3bn
	Office assets located across Perth, Brisbane, Melbourne	Industrial sites in well established locations in Perth, Brisbane, Sydney, Adelaide and Melbourne	23 Coles or Woolworths anchored centres across Perth, Adelaide and regional Australia	Large footprint and high traffic properties anchored by ASX listed covenants across Australia	Agriculture assets under long term leases to established operators across Australia	Comprises retail, hotel and land syndicates in the US and Western Australia

Selected Assets

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1 Forrest Place, Perth

600 Ranford Rd, Forrestdale

Fairview Green Shopping Centre, Adelaide

Auburn Mega Mall,

Sydney

Lamattina Celery Esplanade Hotel, Farm, Regional VIC Fremantle

Note: Pro forma AUM figures as at 31 December 2020 adjusted for post balance date revaluations and acquisitions 1. Includes $0.3bn of Vitalharvest assets

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Founding Directors and Management

The Primewest Board has unanimously recommended the Merger, in the absence of a superior proposal and subject to an independent expert opining that the Merger is fair and reasonable to Primewest Securityholders
The Primewest Board, including founding directors John Bond, David Schwartz and Jim Litis, which represent 53% of Primewest securities, intend to accept the Merger in the absence of a superior proposal and subject to the independent expert’s opinion

Name	Biography	Biography
	•	John is a founding Director of Primewest
	•	Over 30 years’ experience in negotiating acquisitions, overseeing the development of properties and asset management
	•	John is a qualified solicitor, holds a Bachelor of Commerce degree and is a Corporate Member of the Property Council
John Bond Executive Chairman	• •	Chairman of Australian Doctors for Africa and The Fathering Project charities John is a responsible manager under the AFSL
	• •	David is a founding Director of Primewest Over 25 years’ experience in negotiating acquisitions and overseeing the development of properties
	•	Non-Executive Director of Schaffer Corporation Ltd
David Schwartz Managing Director	• •	Over 40 years diverse business experience including retail, manufacturing and distribution David is a responsible manager under the AFSL
	•	Jim is a founding Director of Primewest
	•	Over 40 years in the property industry in Australia
	•	Expertise includes the acquisition, development and management of retail and large format retail properties and purchasing and renovating heritage buildings in Perth’s CBD
Jim Litis Executive Director	• •	Bachelor of Science (Pharmacy) from Curtin University in Western Australia Jim is a responsible manager under the AFSL

Name	Biography	Biography
	•	David is the Chief Financial Officer of Primewest
	•	Over 25 years’ experience of strategic and operational leadership in property,
		hospitality and retail industries
David Creasy	•	Focus on development of residential, commercial and mixed-use properties across North America as well as management and operations of diverse
Chief Financial		investment property portfolios
Officer & Company Secretary	•	Chartered Professional Accountant (Canada)
	•	Julian is the Chief Investment Officer of Primewest
	•	Over 24 years’ experience in the property industry with particular capabilities in
		funds management, development and asset management of property
		investments
Julian Lodge Chief Investment Officer	•	Board Member of Western Australian Property Council Divisional Council, Property Education Foundation of WA, Senior Associate Member of FINSIA and qualified Real Estate Agent
	•	Bruce is Head of Asset Management
	•	Over 30 years experience in the property industry and oversees the asset
		management division of the business
	•	Background in property management including 10 years as State Property
		Manager at Coles and senior roles with Macquarie Bank, Centro Properties and
Bruce McCully		Metcash
Head of Asset
Management	•	MBA from the University of Western Australia and Licensed Real Estate Agent

C E N T U R I A C A P I T A L G R O U P A S X : C N I 2 0

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CENTURIA: 1521 ROAD, ORANGE, NSWFOREST
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APPENDIX B

Pro Forma Balance Sheet

ASX:CNI

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Pro Forma Operating Balance Sheet

$ million	Centuria stand-alone	Primewest stand-alone
	31-Dec-20 Adjustments Pro forma	31-Dec-20 Adjustments Pro forma
	(A) (B) (C = A + B) (D) (E) (F = D + E) (G) (H = C + F + G)
Cash and cash equivalents	168 46 214 39 27 66 (89) 191
Receivables	125 (16) 109 2 2 111
Financial assets	585 24 609 11 24 35 644
Investmentproperties	32 20 52 - - 52
Assets held for sale	- - 46 46 46
Equityaccounted investments	33 33 - - 33
Intangible assets	281 24 305 120 120 332 757
Other assets	68 68 4 4 72
Total Assets	1,292 98 1,390 222 51 273 243 1,906

Payables	51 (27) 24 8 (7) 1 25
Borrowings	195 126 321 - - 321
Derivative liabilities	34 34 - - 34
Other liabilities	87 87 5 5 92
Total Liabilities	367 99 466 13 (7) 6 - 472

Net Assets	925 (1) 924 209 58 267 243 1,434

Securities Outstanding (m)	600 600 349 48 397 188 788

Net Asset Value($ per security)	1.54 1.54 0.60 0.67 1.82

Operating Gearing Ratio1	2.4% 9.1% - - 7.6%

Gearing ratio is calculated based on (operating borrowings less cash) divided by (operating total assets less cash)

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Definitions

Operating Segments: Group has four reportable operating segments. These reportable operating segments are the divisions which report to the Group’s Chief Executive Officers and Board of Directors for the purpose of resource allocation and assessment of performance.

The reportable operating segments are:

Property Funds Management: Management of listed and unlisted property funds
Investment Bonds Management: Management of the Benefit Funds of Centuria Life Limited and management of the Over Fifty Guardian Friendly Society Limited. The Benefit Funds include a range of financial products, including single and multi-premium investments
Co-investments: Direct interest in property funds and other liquid investments
Corporate: Overheads supporting the Group’s operating segments

Non-operating segments: Non-operating items comprises transaction costs, mark-to-market movements on property and derivative financial instruments, and all other non-operating activities. Includes Benefit Funds and Controlled Property Funds. Represents the operating results and financial position of the Benefit Funds which are required to be consolidated in the Group’s financial statements in accordance with accounting standards

AUM: Assets under management

CAGR: Compound annual growth rate

CIP: Centuria Industrial REIT comprises the Centuria Industrial REIT ARSN 099 680 252 and its subsidiaries. The Responsible Entity of CIP is Centuria Property Funds No. 2 Limited ACN 133 363 185

COF: Centuria Office REIT comprises the Centuria Office REIT ARSN 124 364 718 and its subsidiaries. The Responsible Entity of COF is Centuria Property Funds Limited ACN 086 553 639

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CNI, CCG or the Group: Centuria Capital Group comprises of Centuria Capital Limited ABN 22 095 454 336 (the ‘Company’) and its subsidiaries and Centuria Capital Fund ARSN 613 856 358 (‘CCF’) and its subsidiaries. The Responsible Entity of CCF is Centuria Funds Management Limited ACN 607 153 588, a wholly owned subsidiary of the Company

CPFL: Centuria Property Funds Limited CPF2L: Centuria Property Funds No. 2 Limited DPS: Distribution per stapled security EPS: Earnings per stapled security IRR: Internal Rate of Return NPAT: Net Profit After Tax NTA: Net Tangible Assets

REIT: Real Estate Investment Trust WACR: Weighted Average Capitalisation Rate WALE: Weighted Average Lease Expiry

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CENTURIA METROPOLITAN REIT ASX:CMA 24

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AI assistant

CENTURIA CAPITAL GROUP — Investor Presentation 2021

64677_rns_2021-04-18_e6855ce5-5c6f-4374-a19a-0584452f47f0.pdf