==> picture [593 x 85] intentionally omitted <==

Australian Securities Exchange - Company Announcements Platform Centuria Capital Limited

IBC[1] of GPT Metro Office Fund Supports CMA Takeover Bid[2]

Sydney, 22 June 2016: Centuria Capital Limited (ASX: CNI or Centuria Capital ) announces that its subsidiary, Centuria Property Funds Limited ( CPFL ), as Responsible Entity ( RE ) for the Centuria Metropolitan REIT (ASX: CMA ), has announced that the GPT Metro Office Fund (ASX:GMF) Independent Board Committee, on behalf of GPT Platform Limited[1] , intend to recommend the CMA Takeover Bid[2] for GPT Metro Office Fund.

Centuria Capital Group CEO, John McBain, commented; “We are pleased that the Independent Board Committee intends to recommend the CMA Takeover Bid to GMF investors and Centuria Capital will continue to support CMA in progressing the bid”.

The CMA release is attached.

1 An Independent Board Committee responsible for assessing the Bid on behalf of GPT Platform Limited (GPL) being the Responsible Entity for GMF

2 An off-market takeover bid for GMF providing scrip and cash consideration equivalent to $2.48 per GMF unit (CMA Takeover Bid)

- Ends -

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

John McBain Shalome Ruiter CEO Investor Relations Manager Centuria Capital Limited Centuria Capital Limited Phone: 02 8923 8910 Phone: 02 8923 8923 Email: [email protected] Email: [email protected]

Carden Calder

Media

BlueChip Communication Phone: 0404 333 904 Email: [email protected]

About Us

Centuria Capital “CNI” is an ASX-listed specialist investment manager with $1.9 billion in funds under management. We offer a range of investment opportunities including listed and unlisted property funds as well as tax-effective investment bonds. Our drive, allied with our inside knowledge of these sectors and intimate understanding of our clients, allows us to transform opportunities into rewarding investments.

In late 2014 Centuria Capital Limited launched its first ASX-listed fund, the Centuria Metropolitan REIT (CMA). CMA invests in fit for purpose in metropolitan markets across Australia. The Fund’s portfolio comprises thirteen assets which are geographically diversified across Sydney, Brisbane, Canberra and Adelaide. These assets have been valued at $396.7 million.

Any forward looking statements included in this announcement involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, CNI and its directors. In particular, they speak only as of the date of this announcement, they assume the success of CNI’s business strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties, risks and other factors. Actual future events may vary materially from forward looking statements and assumptions on which those statements are based. Other than as required by law, although they believe there is a reasonable basis for the forward looking statements, neither CNI nor its directors, officers, employees or any related body corporate, gives any representation, assurance or guarantee (express or implied) as to the accuracy or completeness of any forward looking statement or that the occurrence of any event, result, performance or achievement will actually occur. Recipients are cautioned not to place undue reliance on such forward looking statements.

==> picture [94 x 9] intentionally omitted <==

==> picture [76 x 19] intentionally omitted <==

==> picture [42 x 18] intentionally omitted <==

==> picture [85 x 25] intentionally omitted <==

==> picture [48 x 4] intentionally omitted <==

==> picture [593 x 85] intentionally omitted <==

Australian Securities Exchange - Company Announcements Platform

Centuria Property Funds Limited

Centuria Metropolitan REIT

IBC[1] of GPT Metro Office Fund supports CMA Takeover Bid[2]

Sydney, 22 June 2016: Centuria Property Funds Limited ( CPFL ) in its capacity as Responsible Entity for the Centuria Metropolitan REIT (ASX: CMA) is pleased to announce that the GPT Metro Office Fund (ASX: GMF) Independent Board Committee, on behalf of GPT Platform Limited[1] , intend to recommend the CMA Takeover Bid[2] for GPT Metro Office Fund.

Mr Nicholas Collishaw, CEO Listed Property at Centuria said: “We are delighted to receive a favourable response from the IBC recommending the CMA Takeover Bid to GMF unitholders. This announcement and intention to recommend supports our analysis that the merger of CMA and GMF is in the best interests of both groups of investors.

We will now work with the IBC to put a formal offer to the GMF investors. If successful, we will create Australia’s leading metropolitan office REIT by scale and geographic diversity.

A merged entity will keep delivering the income return and asset profile expected by both CMA and GMF investors.

We also have the opportunity, as a single merged REIT, to deliver additional value for investors. Our analysis suggests investors will benefit from scale advantages, S&P/ASX 300 index inclusion and the combination of complementary assets. Under our specialist management we expect a continuation of the earnings profile expected by CMA and GMF unitholders in FY17, as well as the opportunity for additional capital appreciation over time”.

Centuria Metropolitan REIT and Centuria Capital Limited (ASX: CNI ) together hold a 16.1% interest in GMF, and CNI intends to accept the CMA Takeover Bid.

If the merger proceeds, CNI, along with its associates, is expected to be the largest security holder in CMA/GMF with an interest representing 15% of the REIT and valued at $77m based on the bid consideration.

CPFL today released a presentation (attached) to the ASX with an overview of the IBC-supported CMA Takeover Bid.

1 An Independent Board Committee responsible for assessing the Bid on behalf of GPT Platform Limited (GPL) being the Responsible Entity for GMF

2 An off-market takeover bid for GMF providing scrip and cash consideration equivalent to $2.48 per GMF unit (CMA Takeover Bid)

==> picture [593 x 85] intentionally omitted <==

Background

On 16 June 2016:

CPFL announced, on behalf of CMA, an off-market takeover bid for GMF providing scrip and cash consideration equivalent to $2.48[3] per GMF unit ( CMA Takeover Bid ).
CNI announced that it had entered into a Facilitation Deed with GPT Management Holdings Ltd that governs the orderly transition of management rights under certain conditions.

“We have worked with GPL and GPT to create a clear path for the merger of the two REITs and their transition into a single entity. We look forward to communicating our formal offer directly to GMF unitholders" Mr Collishaw concluded.

- Ends -

For further information, please contact:

Nicholas Collishaw

CEO – Listed Property Funds

Nicholas Blake Trust Manager

Centuria Metropolitan REIT Centuria Metropolitan REIT Phone: 02 8923 8923 Phone: 02 8923 8923 Email: [email protected] Email: [email protected]

Shalome Ruiter Carden Calder Investor Relations Manager Media Enquiries Centuria Property Funds Limited BlueChip Communication Phone: 02 8923 8923 Phone: 0404 333 904 Email: [email protected] Email: [email protected]

3 Based on the closing price of CMA securities on 15 June 2016, being the last trading day prior to CMA announcing the takeover bid

==> picture [593 x 85] intentionally omitted <==

About Us

Centuria Property Funds Limited (CPFL) which is a wholly-owned subsidiary of Centuria Capital Limited (CNI), is the Responsible Entity for the ASX-listed Centuria Metropolitan REIT (ASX: CMA). CMA focusses on investing in office assets in metropolitan markets across Australia and holds a portfolio of assets valued at $396.7 million and diversified across Sydney, Brisbane, Canberra and Adelaide.

CPFL has over $1.2 billion of property under management in 13 unlisted property funds and 1 listed fund.

CNI is an ASX-listed specialist investment manager with $1.9 billion in funds under management.

About Centuria Listed Property Funds

Centuria Capital launched its ASX-listed fund, the Centuria Metropolitan REIT (ASX: CMA) in December 2014. CMA invests in commercial assets that are "fit for purpose" in metropolitan markets across Australia. CMA’s portfolio comprises 13 assets which are geographically diversified across Sydney, Brisbane, Canberra and Adelaide. These assets have been independently valued at $396.7 million as at 15 May 2016.

Disclaimer

This document has been prepared by CPFL as responsible entity of Centuria Metropolitan REIT comprising Centuria Metropolitan REIT No. 1 (ABN 124 364 718) and Centuria Metropolitan REIT No. 2 (ABN 124 364 656). The information contained in this announcement is current only as at the date of this announcement or as otherwise specifically stated. The information contained in this announcement is not investment or financial product advice and is not intended to be used as the basis for making an investment decision. CPFL has not considered the investment objectives, financial circumstances or particular needs of any particular recipient. You should consider your own financial situation, objectives and needs, conduct an independent investigation of, and if necessary obtain professional advice in relation to, this announcement. Past performance is not an indicator or guarantee of future performance.

Any forward looking statements included in this announcement involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, CPFL and its directors. In particular, they speak only as of the date of this announcement, they assume the success of CPFL’s business strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties, risks and other factors. Actual future events may vary materially from forward looking statements and assumptions on which those statements are based. Other than as required by law, although they believe there is a reasonable basis for the forward looking statements, neither CPFL nor its directors, officers, employees or any related body corporate, gives any representation, assurance or guarantee (express or implied) as to the accuracy or completeness of any forward looking statement or that the occurrence of any event, result, performance or achievement will actually occur. Recipients are cautioned not to place undue reliance on such forward looking statements.

Centuria Metropolitan REIT

==> picture [241 x 96] intentionally omitted <==

Centuria Metropolitan REIT (ASX:CMA) Recommended Takeover Bid for GPT Metro Office Fund (ASX:GMF)

60 Marcus Clarke Street, Canberra, ACT

22 JUNE 2016

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 1

Disclaimer

==> picture [109 x 57] intentionally omitted <==

This presentation has been prepared by Centuria Property Funds Limited (ABN 11 086 553 639, AFSL 231 149) (' CPFL ') as responsible entity of the stapled entities Centuria Metropolitan REIT No.1 (ARSN 124 364 718) and Centuria Metropolitan REIT No.2 (ARSN 124 364 656), collectively known as the Centuria Metropolitan REIT (' CMA ' or the ' Trust ').

All information and statistics in this presentation are current as at 22 June 2016 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 CMA. It should be read in conjunction with CMA'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 and CPFL is not obliged to update this presentation.

This presentation is provided for general information purposes only. It is not a product disclosure statement, 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 CMA or the acquisition of securities in CMA. 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 CMA.

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, 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 or offer to buy or sell, or a solicitation to invest in or refrain from investing in, securities in CMA or any other investment product.

CPFL has a financial incentive in the proposal with GPT Metro Office Fund proceeding.

The information in this presentation has been obtained from and based on sources believed by CPFL to be reliable. In relation to information relating to GPT Metro Office Fund, CPFL has relied upon, publicly available information and that information has not been independently verified by CPFL.

To the maximum extent permitted by law, CPFL, its officers, directors, employees, advisers and its related bodies corporate 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, CPFL, its officers, directors, employees, advisers and its related bodies corporate do 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. No member of CPFL 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, CPFL 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 proforma financial information.

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

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 2

22 JUNE 2016

==> picture [109 x 57] intentionally omitted <==

==> picture [897 x 403] intentionally omitted <==

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

Section Description Page no.
1 Executive Summary 4
2 CMA Takeover Bid 6
3 Compelling Offer to GMF Unitholders 8
4 Benefits of Merging GMF and CMA 15
5 Profile of Merged Entity 21
6 Appendix 24
----- End of picture text -----

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 3

22 JUNE 2016

==> picture [109 x 57] intentionally omitted <==

SECTION 1:

Executive Summary

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 4

22 JUNE 2016

Executive Summary

==> picture [109 x 57] intentionally omitted <==

˃ On 16 June 2016, Centuria Property Funds Limited ( CPFL ), as Responsible Entity of the Centuria Metropolitan REIT (ASX: CMA) , announced its intention to make an off-market takeover bid ( CMA Takeover Bid ) to acquire all of the issued units in GPT Metro Office Fund (ASX: GMF)
On the same day, Centuria Capital Limited (ASX: CNI ) entered into a Facilitation Deed with GPT Group that governed the orderly transition of management rights under certain conditions
˃ The CMA Bid is valued at $2.48 per GMF Unit[1] ( Bid Consideration ) and comprises:
One CMA stapled security with an implied value of $2.17[1] ; and
A cash payment of 31 cents (including an 8 cent cash contribution from CNI)
˃ The Bid Consideration has been increased by 4 cents following extensive due diligence enquiries to confirm CPFL’s view on the value of GMF and its underlying portfolio
˃ The compelling strategic rationale remains as outlined in the CMA‘s initial proposal on 24 May 2016 with further details to be provided in CMA’s Bidder’s Statement once it is available
˃ CMA, together with CNI, presently holds a 16.1% relevant interest in GMF[2]
˃ The Independent Board Committee (IBC) of GMF announced today that it has considered the CMA Takeover Bid and intends to recommend that GMF Unitholders accept the CMA Takeover Bid, subject to:
There being no superior proposal; and
an independent expert opining that the CMA Takeover Bid is fair and reasonable to GMF unitholders (other than CMA and CNI) and not withdrawing that recommendation
Based on the closing price of CMA securities on 15 June 2016, being the last trading day prior to CMA announcing the CMA Takeover Bid
CNI provided a 29.1% substantial holder notice on 20 June 2016 to reflect the association with GPT Group in relation to the Facilitation Deed

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 5

22 JUNE 2016

==> picture [109 x 57] intentionally omitted <==

SECTION 2:

CMA TAKEOVER BID

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 6

22 JUNE 2016

– CMA Takeover Bid Key Terms and Considerations

==> picture [109 x 57] intentionally omitted <==

˃ CPFL has completed its due diligence and, as a result, it has improved its Bid Consideration and reduced its conditionality ˃ Off-market takeover (previously announced a Trust Scheme proposal)
Offer Structure ˃ 50.1% minimum acceptance condition with Centuria Capital intending to accept the Offer in regards to its12.6% interest in GMF ˃ CMA securities issued under the CMA Takeover Bid will rank equally with existing CMA securities and will be entitled to the CMA quarterly distribution for September 2016[1]
Offer ˃ Bid Consideration of $2.48 per GMF unit[2 ] comprising:
Consideration per  One CMA stapled security; and GMF unit  A cash payment of 31 cents (including an 8 cent cash contribution from Centuria Capital) ˃ 50.1% minimum acceptance condition
Offer Conditions (see ASX ˃ No material adverse change
announcement for ˃ Restrictions on distributions further details) ˃ Limited customary conditions ˃ Centuria Capital will provide a rental guarantee over all current vacant areas within 109 Burwood Road, Hawthorn, Victoria (part of the GMF portfolio) for a period of two
Centuria years from successful close of the CMA Takeover Bid
contribution ˃ CPFL intends to reduce the management fees charged for managing GMF from 0.60% per annum to 0.55% per annum of the gross asset value ˃ CMA has already completed due diligence on GMF
Other ˃ No requirement for FIRB approval
Considerations ˃ No requirement for court or security holder approvals ˃ Intention to provide an early acceptance facility for institutional investors
Provided that on or before the record date of the CMA quarterly distribution, you have accepted the CMA Takeover Bid and all Conditions have been satisfied or waived and the CMA securities have been issued 2. Based on the closing price of CMA securities on 15 June 2016, being the last trading day prior to CMA announcing the CMA Takeover Bid

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 7

22 JUNE 2016

==> picture [109 x 57] intentionally omitted <==

SECTION 3:

COMPELLING OFFER TO GMF UNITHOLDERS

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 8

22 JUNE 2016

Compelling Offer to GMF Unitholders

==> picture [109 x 57] intentionally omitted <==

Financially compelling offer for GMF Unitholders
Attractive consideration in the form of CMA scrip and cash
Significantly higher earnings and distribution per unit than status quo
Continuation of the metropolitan investment mandate
Managed by an aligned and specialist metropolitan office investment manager

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 9

22 JUNE 2016

Superior Offer for GMF Unitholders

==> picture [109 x 57] intentionally omitted <==

˃ The CMA Takeover Bid provides a higher implied consideration ($2.48 per GMF Unit) than the non-binding indicative proposal made by GOZ ($2.40 per GMF Unit)
˃ 50.1% minimum acceptance condition with interests of 16.1% including Centuria Capital intending to accept into the CMA Takeover Bid

	Centuria Revised Proposal	Indicative GOZ Proposal
Higher implied offer consideration based on closing price1	$2.48	$2.40
Higher adjusted implied offer consideration based on NTA2	$2.46	$2.16
Higher EPU accretion3 for FY17	20%+	Approximately 5%
Lower gearing for the merged group	37%	>45%4
Change in NTA for GMF Unitholders5	Neutral	9% dilutive
Scrip premium to NTA	Scrip value is 1% premium to NTA6	Scrip value is 24% premium to NTA7
Metropolitan office sector specific exposure	Yes – 93% metropolitan office assets post merger	No, GOZ has significant weighting to industrial assets (40%)
Corporate governance benefits	The responsible entity of the merged group will not be related to a controlling security holder	Growthpoint S.A. would own a controlling interest in the merged group

Based on CMA trading price of $2.17 and GOZ trading price of $3.23 on 15 June 2016, being the last trading day prior to CMA announcing the takeover bid
Offer Consideration is calculated by adding Scrip Consideration, based on the NTA per Unit, with the Cash consideration for each of the Proposals
Assumes that the cash proceeds from the respective proposals are reinvested into the respective merged group at the closing price of CMA or GOZ on 15 June 2016
GOZ gearing of 39.7% grossed up for the settlement of 75 Dorcas Street ($166m + transaction costs) and cash component of the Indicative GOZ Proposal
Change in NTA for GMF Unitholders is calculated by determining the NTA per security of CMA and GOZ post merger multiplied by merger ratio of the respective proposals and adding the cash consideration per unit for each Proposal
Based on CMA trading price of $2.17 on 15 June 2016 and NTA of $2.15 as at 15 May 2016 disclosed in its market update on 19 May 2016
Based on GOZ trading price of $3.23 on 15 June 2016 and NTA of $2.60 as at 31 March 2016 disclosed in its market update on 8 April 2016

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 10

22 JUNE 2016

Financially Compelling for GMF Unitholders

==> picture [109 x 57] intentionally omitted <==

˃ CMA Takeover Bid is at a substantial premium to the undisturbed closing price[1] for GMF and GMF’s NTA
˃ GMF investors will benefit from material increase in FY17 EPU and NTA neutral transaction

Offer Premium (Scrip consideration valued at CMA closing price[2] )

==> picture [422 x 234] intentionally omitted <==

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

CMA bid value: $2.48
$2.50
6% 20% 20%
$2.40
$2.30 2.35
$2.20
$2.10
2.06 2.06
$2.00
$1.90
NTA 01 Apr 16 Close¹ 1 Month VWAP
(prior to 1 April 2016)
Proposal value per GMF unit
----- End of picture text -----

Offer Premium (Scrip Consideration valued at 15 May 2016 NTA)

==> picture [415 x 230] intentionally omitted <==

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

CMA bid value: $2.46
$2.50
5% 19% 19%
$2.40
$2.30 2.35
$2.20
$2.10
2.06 2.06
$2.00
$1.90
NTA 01 Apr 16 Close¹ 1 Month VWAP
(prior to 1 April 2016)
Proposal value per GMF unit
----- End of picture text -----

Undisturbed close as at 1 April 2016
Based on CMA’s closing price of $2.17 on 15 June 2016, being the last trading day prior to CMA announcing the takeover bid

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 11

22 JUNE 2016

Aligned, Focused and Specialised Metropolitan Asset Manager

==> picture [109 x 57] intentionally omitted <==

˃ Centuria is one of Australia’s leading property fund managers, with four key differentiating factors

(1) Established & Successful Track Record

(2) End-to-End Internal Property Capability

17 years

Centuria has been successfully managed through multiple property cycles

12.65%

Average investor total return p.a.[1]

(3) Diversified Product Offering

==> picture [188 x 189] intentionally omitted <==

(4) Strong Alignment of Interests

˃ ~A$1.35bn AUM, 27 assets[2]
˃ 12 unlisted property funds including 14 assets[2]
˃ Centuria has significant co-investments in its listed funds business
- CNI will be largest investor in CMA and GMF
˃ 1 ASX-listed REIT including 13 assets
˃ 1 residential development fund
Centuria calculation of the average total return on 32 wound-up funds managed by Centuria Property Funds and its subsidiary entities since 1998
821 Pacific Highway, Chatswood (Zenith Complex) is currently being acquired

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 12

22 JUNE 2016

Manager has Long History in Managing Metropolitan Assets

==> picture [109 x 57] intentionally omitted <==

˃ CPFL is a leading manager of metropolitan office assets with 13 office assets in unlisted funds and 10 office assets in CMA

CPFL’s Existing Unlisted Metropolitan Office Assets

==> picture [88 x 20] intentionally omitted <==

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

2 Wentworth Street,
Parramatta, NSW
----- End of picture text -----

==> picture [118 x 71] intentionally omitted <==

19 Corporate Drive, Cannon Hill, QLD

==> picture [118 x 72] intentionally omitted <==

==> picture [103 x 20] intentionally omitted <==

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

16 Byfield Street, North
Ryde, NSW
----- End of picture text -----

==> picture [118 x 72] intentionally omitted <==

==> picture [57 x 62] intentionally omitted <==

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

Ownership:
100%
Property Type :
A-Grade
Net Lettable Area:
10,941 sqm
----- End of picture text -----

==> picture [57 x 62] intentionally omitted <==

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

Ownership:
100%
Property Type :
A Grade
Net Lettable Area:
6,028 sqm
----- End of picture text -----

==> picture [57 x 61] intentionally omitted <==

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

Ownership:
100%
Property Type :
A-Grade
Net Lettable Area:
4,882 sqm
----- End of picture text -----

==> picture [181 x 93] intentionally omitted <==

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

8 Australia Avenue, Sydney
Olympic Park, NSW
Ownership:
100%
Property Type :
A-Grade
Net Lettable Area:
6,610 sqm
----- End of picture text -----

==> picture [180 x 94] intentionally omitted <==

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

80 Waterloo Road, North
Ryde, NSW
Ownership:
100%
Property Type :
B-Grade
Net Lettable Area:
1,984 sqm
----- End of picture text -----

==> picture [180 x 94] intentionally omitted <==

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

Australia Technology Park,
Eveleigh, NSW
Ownership:
100% - 3 Assets
Property Type :
Commercial
Net Lettable Area:
19,922 sqm
----- End of picture text -----

==> picture [79 x 9] intentionally omitted <==

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

8 Central Avenue,
----- End of picture text -----

==> picture [179 x 83] intentionally omitted <==

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

Eveleigh, NSW
Ownership:
100%
Property Type :
A Grade
Net Lettable Area:
36,541 sqm
----- End of picture text -----

90 Crown Street, Wollongong, NSW

==> picture [118 x 72] intentionally omitted <==

==> picture [56 x 62] intentionally omitted <==

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

Ownership:
100%
Property Type :
A Grade
Net Lettable Area:
9,136 sqm
----- End of picture text -----

203 Pacific Highway, St Leonards, NSW

==> picture [119 x 72] intentionally omitted <==

==> picture [56 x 61] intentionally omitted <==

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

Ownership:
50% (with CMA)
Property Type :
A Grade
Net Lettable Area:
11,737 sqm
----- End of picture text -----

==> picture [178 x 94] intentionally omitted <==

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

200 Creek Street,
Brisbane QLD
Ownership:
100%
Property Type :
A-Grade
Net Lettable Area:
7,635 sqm
----- End of picture text -----

==> picture [178 x 101] intentionally omitted <==

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

821 Pacific Highway,
Chatswood, NSW (Zenith
Complex) [1]
Ownership:
50%
Property Type :
Institutional
Net Lettable Area:
44,000 sqm
----- End of picture text -----

821 Pacific Highway, Chatswood (Zenith Complex) is currently being acquired

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 13

22 JUNE 2016

With a Proven Track Record

==> picture [109 x 57] intentionally omitted <==

˃ CPFL has a measured and prudent approach to acquisitions and has established a thorough due diligence process to mitigate potential downside risks
˃ Through its due diligence on GMF, CPFL is confident of GMF’s value and particularly, the benefits of an integration with CMA’s portfolio

CASE STUDY: 441 St Kilda Road, Melbourne VIC

CASE STUDY: 175 Castlereagh Street, Sydney NSW

˃ Acquired in April 2012 for $58m and sold for $82m in October 2014
~ 21% post fee, pre-tax IRR over 2.5 year hold period
˃ 10% increase in net passing income over the investment period
˃ Increased building WALE from 3.9 years at acquisition to 4.6 years at disposal
˃ Acquisition strategy focused on completing a significant upgrade of the building and its services
Building upgrade was completed within six months of acquisition, increasing the NABERS rating from 3.5 to 4 Stars
˃ Acquired in April 2013 for $56m and sold for $98m in December 2015  ~ 30% post fee, pre-tax IRR over 2.6 year hold period
˃ Increased occupancy from 83% to 100% on sale
A total of 22 leasing transactions (11 new leases and 11 renewals) over an area of approximately 8,558 sqm were completed by CPFL
˃ 38% increase in net passing income ($1.6m) over the investment period
The average gross rent increased from $488 per sqm at acquisition to over $547 per sqm on disposal
Reduced the property level outgoings by approximately 13% over the life of the investment
Hands on management with progressive capital expenditure programme
˃

==> picture [178 x 120] intentionally omitted <==

==> picture [163 x 120] intentionally omitted <==

==> picture [86 x 120] intentionally omitted <==

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 14

22 JUNE 2016

==> picture [109 x 57] intentionally omitted <==

SECTION 4:

BENEFITS OF COMBINING GMF AND CMA

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 15

22 JUNE 2016

Benefits of Combining GMF and CMA

==> picture [109 x 57] intentionally omitted <==

Strong strategic rationale given complementary metropolitan office portfolios
Improved income and tenant diversification and reduced
Reduction in management fees and consequently in MER
Additional operating synergies resulting from a larger merged entity
Improved liquidity with likely inclusion in the S&P ASX 300
Creates the dominant listed investment vehicle in Australian metropolitan office markets

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 16

22 JUNE 2016

Benefits of a Larger Merged Entity

==> picture [109 x 57] intentionally omitted <==

Enhanced asset and geographic diversification
Ability to generate operating efficiencies at both asset and fund level
Scale will allow pursuit of future accretive acquisitions

	CMA	GMF	Merged Entity
Portfolio Valuation	A$396.7m1	A$439.3m2	A$836.0m
WACR	7.85%	6.70%	7.25%
NLA (sqm)	112,822	64,500	177,323
Occupancy3	97.3%	100.0%4	98.3%4
WALE	4.35	5.95	5.05,6
# of properties	13	6	19

Valuation as at 15 May 2016
Valuation as at 31 March 2016

Improved portfolio

Based on Net Lettable Area (NLA)
Assumes CNI provides a rental guarantee over all current vacant offices at the Hawthorn asset for a period of two years from implementation of the merger. Excluding this rental guarantee results in GMF’s occupancy being 94.1% and the Merged Entity’s occupancy being 96.1% (by NLA)
Based on income, as at 31 December 2015
GMF income based on management estimates

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 17

22 JUNE 2016

Further Tenant Diversification with Substantial Reduction in Single Tenant Exposure

==> picture [109 x 57] intentionally omitted <==

˃ Additional tenant and income diversification from leading multi-nationals, ASX-listed groups and government bodies
˃ Staggered lease expiry profile reduces income risk ensuring visibility of rental income through to 2020 and beyond
˃ No one tenant exceeds 10% of gross income in the merged entity

Top 20 tenants of Merged Entity[1]

Lease expiry profile (CMA)[2]

Tenant	%gross income	Classification
Lion	8.6%	GMF
Samsung	7.0%	GMF
Queensland Urban Utilities	6.6%	GMF
Austar Entertainment	6.1%	CMA
Optus	5.6%	GMF
Bluescope Steel	4.8%	CMA
Minister for Infrastructure	3.4%	CMA
Cochlear	3.1%	CMA
Orora	3.1%	GMF
Minister for Transport & Infrastructure	2.5%	CMA
CSC Australia	2.5%	CMA
McConnell Dowell	2.3%	GMF
Royal District Nursing Service	2.1%	CMA
Papuan Oil Search	1.8%	GMF
Primary Health Care	1.7%	CMA
Cardno	1.7%	CMA
Universities Admissions Centre	1.5%	GMF
Verizon Australia	1.5%	CMA
Alstom Grid	1.5%	GMF
BSA	1.3%	GMF

Based on management estimates

==> picture [408 x 112] intentionally omitted <==

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

58.0%
15.9%
13.0%
6.4%
2.6% 4.1%
Vacant FY16 FY17 FY18 FY19 FY20+
----- End of picture text -----

==> picture [185 x 11] intentionally omitted <==

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

Lease expiry profile (Merged Entity) [2,3,4]
----- End of picture text -----

==> picture [29 x 9] intentionally omitted <==

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

67.0%
----- End of picture text -----

==> picture [408 x 98] intentionally omitted <==

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

8.3% 10.1% 10.6%
1.5% 2.5%
Vacant FY16 FY17 FY18 FY19 FY20+
----- End of picture text -----

By income as at 31 December 2015
Merged Entity income and lease expiry profile based on management estimates
Assumes CNI provides rental guarantee over all current vacant offices at the Hawthorn asset for a period of two years from implementation of the merger

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 18

22 JUNE 2016

Improved Liquidity with Inclusion in the S&P ASX 300

==> picture [109 x 57] intentionally omitted <==

˃ The merged entity will have increased scale and be large enough to be included in the S&P / ASX 300 A-REIT index, enhancing liquidity
˃ 19 properties located throughout Australia with a total portfolio value of A$836m

Market capitalisation of CMA, GMF and Merged Entity[1] (A$m)

Market capitalisation[2] of S&P / ASX 300 A-REIT constituents < A$1.5bn (A$m)

==> picture [360 x 243] intentionally omitted <==

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

523
303
257
CMA stand-alone GMF stand-alone Merged Entity
----- End of picture text -----

==> picture [404 x 249] intentionally omitted <==

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

651
606
578
523
490 496 503
462
442
419
263 265
IDR RFF AJA HPI ARF GDI GHC INA Merged Entity TIX NSR FET
----- End of picture text -----

Merged entity market capitalisation is based on total units outstanding multiplied by the closing price of CMA on 21 June 2016.
Market capitalisation based on closing prices of securities on 21 June 2016 Source: Capital IQ

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 19

22 JUNE 2016

Comparable performance

==> picture [109 x 57] intentionally omitted <==

Consensus FY17 EPU Yield

Premium to NTA[1]

==> picture [362 x 151] intentionally omitted <==

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

12.0%
10.2%
10.0% 8.8%
8.2% 8.2%
7.7% 7.8%
8.0% 6.9% 7.2%
6.0%
4.0%
2.0%
0.0%
GOZ GMF AOF TOF IDR TIX CMA GDI
----- End of picture text -----

==> picture [363 x 151] intentionally omitted <==

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

30.0% 25.8%
25.0%
20.0%
15.5%
15.0%
8.7%
10.0%
5.0% - 0.4% 1.4%
0.0%
-5.0% (1.1%)
-10.0% (8.1%)
GDI TOF CMA GMF IDR AOF TIX GOZ
----- End of picture text -----

Consensus FY17 DPU Yield

==> picture [363 x 151] intentionally omitted <==

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

10.0%
8.6%
8.3%
8.0%
7.5% 7.7%
8.0% 6.5% 6.8% 6.9%
6.0%
4.0%
2.0%
0.0%
GOZ GMF AOF TOF TIX IDR CMA GDI
----- End of picture text -----

Gearing[2,3]

==> picture [363 x 151] intentionally omitted <==

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

50.0%
43.4%
39.7%
40.0%
30.0% 31.0% 32.0% 33.1%
28.3%
30.0%
20.0% 18.3%
10.0%
0.0%
TOF GMF AOF GDI CMA IDR GOZ TIX
----- End of picture text -----

Premium to NTA calculated based on final close as at 21 June 2016
Balance Sheet gearing as at 31 Dec 2016 unless disclosed by the entity otherwise
GOZ gearing excludes the debt funded acquisition of 75 Dorcas Street, South Melbourne, Victoria announced on 20 June 2016 Source: Company Announcements, Thomson One Estimates

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 20

22 JUNE 2016

==> picture [109 x 57] intentionally omitted <==

SECTION 5:

PROFILE OF MERGED ENTITY

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 21

22 JUNE 2016

Map of Portfolio

==> picture [109 x 57] intentionally omitted <==

==> picture [440 x 347] intentionally omitted <==

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

Darwin
NT
QLD
WA AUSTRALIA
Brisbane
SA
Perth NSW
Sydney
Adelaide
ACT
Canberra
VIC
Melbourne
CMA: 131 – 139 Grenfell Street, Adelaide
CMA: 1 Richmond Road, Keswick
----- End of picture text -----

CMA: 555 Coronation Drive, Brisbane CMA: 149 Kerry Road, Archerfield GMF: Optus Centre, 15 Green Square Close, Fortitude Valley

CMA: 35 Robina Town, Centre Drive, Robina

CMA: 9 Help Street, Chatswood, Sydney CMA: 203 Pacific Highway, St Leonards (50% interest), Sydney CMA: 3 Carlingford Road, Epping, Sydney CMA: 44 Hampden Road, Artarmon , Sydney CMA: 14 Mars Road, Lane Cove CMA: 13 Ferndell Street, Granville

GMF: 3 Murray Rose Avenue, Olympic Park, Sydney GMF: 5 Murray Rose Avenue, Olympic Park, Sydney GMF: Quad 2, Olympic Park, Sydney GMF: Quad 3, Olympic Park, Sydney

CMA	Portfolio Value (15 May 16)
9 HelpStreet, Chatswood, NSW	$55.0m
203 Pacific Highway St Leonards, NSW(50% owned)	$45.5m
3 Carlingford Road, Epping, NSW	$27.0m
44 Hampden Road, Artarmon, NSW	$8.5m
54 Marcus Clarke, Canberra, ACT	$16.3m
60 Marcus Clarke, Canberra, ACT	$51.7m
35 Robina Town, Centre Drive, Robina, QLD	$48.8m
555 Coronation Drive, Brisbane, QLD	$33.1m
1 Richmond Road, Keswick, SA	$26.5m
131-139 Grenfell Street, Adelaide, SA	$20.5m
149 KerryRoad, Archerfield, QLD	$24.5m
14 Mars Road, Lane Cove, NSW	$21.5m
13 Ferndell Street, Granville, NSW	$17.8m

GMF	Portfolio Value (31 March 16)
3 MurrayRose Avenue, Sydney, Olympic Park, NSW	$91.5m
5 MurrayRose Avenue, Sydney, Olympic Park, NSW	$90.5m
Quad 2, SydneyOlympic Park, NSW	$28.8m
Quad 3, SydneyOlympic Park, NSW	$29.0m
Vantage, 109 Burwood Road, Hawthorn, VIC	$72.5m
Optus Centre, 15 Green Square Close, Fortitude Valley, QLD	$127.0m

CMA: 54 Marcus Clarke, Canberra CMA: 60 Marcus Clarke, Canberra

GMF: Vantage, 109 Burwood Road, Hawthorn

==> picture [37 x 39] intentionally omitted <==

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

TAS
----- End of picture text -----

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 22

22 JUNE 2016

Portfolio summary

==> picture [109 x 57] intentionally omitted <==

	Ownership Interests	Type	Valuation	Cap Rate	NLA	WALE (by income)	Occupancy
CMA
9 Help Street, Chatswood, NSW	100%	Office	$55.0m	7.25%	9,401	2.7	93.8%
203 Pacific Highway St Leonards, NSW	50%	Office	$45.5m	7.50%	11,737	4.7	100.0%
3 Carlingford Road, Epping, NSW	100%	Office	$27.0m	6.25%	4,702	3.0	96.8%
44 Hampden Road, Artarmon, NSW	100%	Office	$8.5m	8.50%	2,339	3.1	95.3%
54 Marcus Clarke, Canberra, ACT	100%	Office	$16.3m	9.25%	5,161	2.9	80.2%
60 Marcus Clarke, Canberra, ACT	100%	Office	$51.7m	8.25%	12,215	3.5	90.0%
35 Robina Town, Centre Drive, Robina, QLD	100%	Office	$48.8m	7.50%	9,814	7.8	100.0%
555 Coronation Drive, Brisbane, QLD	100%	Office	$33.1m	8.25%	5,591	2.9	100.0%
1 Richmond Road, Keswick, SA	100%	Office	$26.5m	9.25%	8,135	3.1	100.0%
131-139 Grenfell Street, Adelaide, SA	100%	Office	$20.5m	8.75%	4,052	3.9	100.0%
149 Kerry Road, Archerfield, QLD	100%	Industrial	$24.5m	7.50%	13,774	9.0	100.0%
14 Mars Road, Lane Cove, NSW	100%	Industrial	$21.5m	8.00%	10,601	6.0	100.0%
13 Ferndell Street, Granville, NSW	100%	Industrial	$17.8m	7.75%	15,301	4.3	100.0%
			$396.7m	7.85%	112,822	4.3	97.3%
11
GMF
3 Murray Rose Avenue, Sydney, Olympic Park, NSW	100%	Office	$91.5m	6.50%	13,300	6.2	100%
5 Murray Rose Avenue, Sydney, Olympic Park, NSW	100%	Office	$90.5m	6.25%	12,300	8.3	100%
Quad 2, Sydney Olympic Park, NSW	100%	Office	$28.8m	7.25%	5,100	3.6	100%
Quad 3, Sydney Olympic Park, NSW	100%	Office	$29.0m	7.25%	5,200	3.3	100%
Vantage, 109 Burwood Road, Hawthorn, VIC	100%	Office	$72.5m	7.00%	12,400	4.3	100%1
Optus Centre, 15 Green Square Close, Fortitude Valley, QLD	100%	Office	$127.0m	6.75%	16,200	6.0	100%
			$439.3m	6.70%	64,500	5.9	100%1

				$396.7m	7.85%	112,822	4.3	97.3%
			11
GMF
3 Murray Rose Avenue, Sydney, Olympic Park, NSW	100%	Office		$91.5m	6.50%	13,300	6.2	100%
5 Murray Rose Avenue, Sydney, Olympic Park, NSW	100%	Office		$90.5m	6.25%	12,300	8.3	100%
Quad 2, Sydney Olympic Park, NSW	100%	Office		$28.8m	7.25%	5,100	3.6	100%
Quad 3, Sydney Olympic Park, NSW	100%	Office		$29.0m	7.25%	5,200	3.3	100%
Vantage, 109 Burwood Road, Hawthorn, VIC	100%	Office		$72.5m	7.00%	12,400	4.3	100%1
Optus Centre, 15 Green Square Close, Fortitude Valley, QLD	100%	Office		$127.0m	6.75%	16,200	6.0	100%
				$439.3m	6.70%	64,500	5.9	100%1

Assumes CNI provides a rental guarantee over all current vacant offices at the Hawthorn asset for a period of two years from implementation of the merger. Excluding this rental guarantee results in an occupancy of 69.2% over Hawthorn and a total occupancy of 94.1%

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 23

22 JUNE 2016

==> picture [109 x 57] intentionally omitted <==

Appendix

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 24

22 JUNE 2016

Management Biographies

Nicholas Collishaw

CEO, Listed Property Funds

 Nicholas Collishaw is Chief Executive Office at Centuria Property Funds Limited; Previously CEO and Managing Director at the Mirvac Group; Nicholas has over 30 years’ experience in all major real estate markets within Australia and investment markets in the United States, United Kingdom and Middle East

Nicholas Blake

Trust Manager, Centuria Metropolitan REIT

 Nicholas Blake is responsible for the operation, strategic aspects and performance of the Trust’s activities; Previously General Manager of Mirvac Industrial Trust; Nicholas has over 15 years of experience in the industry, having a comprehensive background in property funds management in both listed and unlisted funds, both in Australia and the United States

Victor Georos

Head of Portfolio and Asset Management

 Victor is responsible for overseeing portfolio and asset management at Centuria, including managing the Centuria Property Funds Valuation program; He previously held senior positions with GPT Group and Lend Lease; Victor has extensive experience in asset and investment management, development and funds management, across the office, retail and industrial sectors

==> picture [109 x 57] intentionally omitted <==

Scott Creelman

Finance Manager – Property Funds

 Scott is responsible for overseeing the financial management and reporting, tax compliance, treasury function and audits of Centuria’s Property Funds; Previously worked in senior finance roles at Westpac and CBRE; Scott has over 17 years accounting and 10 years property experience; Graduated with a Bachelor of Business (Accounting and Finance) from the University of Technology Sydney (UTS) and is an associate of the Institute of Chartered Accountants in Australia.

Hengky Widjaja

Senior Trust Analyst, Centuria

 Hengky is responsible for assisting the Trust Manager and CEO in assessing, monitoring and forecasting the performance of the Trust; He graduated with First Class Honours in Manufacturing System Engineering from RMIT University and holds a Master of Commerce (Investments) from University of New South Wales; Previously, he held positions within Mirvac for over eight years

Shalome Ruiter

Manager Investor Relations

 Shalome manages investor relations for Centuria Metropolitan REIT and assists the Trust Manager and CEO in the investor relations strategy of the Trust; Previously Investor Relations Manager for FKP Property; Shalome has over 15 years’ experience in the real estate and financial sectors, holding positions in property funds management in both listed and unlisted funds

CENTURIA METROPOLITAN REIT | ASX:CMA | PAGE 25

22 JUNE 2016

AI assistant

CENTURIA CAPITAL GROUP — M&A Activity 2016

64677_rns_2016-06-21_7db57342-68a3-4ead-afd1-f6afd29d8f0e.pdf

Australian Securities Exchange - Company Announcements Platform Centuria Capital Limited

IBC[1] of GPT Metro Office Fund Supports CMA Takeover Bid[2]

- Ends -

Carden Calder

Media

About Us

Australian Securities Exchange - Company Announcements Platform

Centuria Property Funds Limited

Centuria Metropolitan REIT

IBC[1] of GPT Metro Office Fund supports CMA Takeover Bid[2]

Background

For further information, please contact:

Nicholas Collishaw

CEO – Listed Property Funds

About Us

About Centuria Listed Property Funds

Disclaimer

Centuria Metropolitan REIT

Disclaimer

Contents

SECTION 1:

Executive Summary

Executive Summary

SECTION 2:

CMA TAKEOVER BID

– CMA Takeover Bid Key Terms and Considerations

SECTION 3:

COMPELLING OFFER TO GMF UNITHOLDERS

Compelling Offer to GMF Unitholders

Superior Offer for GMF Unitholders

Financially Compelling for GMF Unitholders

Offer Premium (Scrip consideration valued at CMA closing price[2] )

Offer Premium (Scrip Consideration valued at 15 May 2016 NTA)

Aligned, Focused and Specialised Metropolitan Asset Manager

(1) Established & Successful Track Record

17 years

12.65%

(3) Diversified Product Offering

(4) Strong Alignment of Interests

Manager has Long History in Managing Metropolitan Assets

CPFL’s Existing Unlisted Metropolitan Office Assets

19 Corporate Drive, Cannon Hill, QLD

90 Crown Street, Wollongong, NSW

With a Proven Track Record

CASE STUDY: 441 St Kilda Road, Melbourne VIC

CASE STUDY: 175 Castlereagh Street, Sydney NSW

SECTION 4:

BENEFITS OF COMBINING GMF AND CMA

Benefits of Combining GMF and CMA

Benefits of a Larger Merged Entity

Improved portfolio

Further Tenant Diversification with Substantial Reduction in Single Tenant Exposure

Top 20 tenants of Merged Entity[1]

Lease expiry profile (CMA)[2]

Improved Liquidity with Inclusion in the S&P ASX 300

Market capitalisation of CMA, GMF and Merged Entity[1] (A$m)

Market capitalisation[2] of S&P / ASX 300 A-REIT constituents < A$1.5bn (A$m)

Comparable performance

Consensus FY17 EPU Yield

Premium to NTA[1]

Consensus FY17 DPU Yield

Gearing[2,3]

SECTION 5:

PROFILE OF MERGED ENTITY

Map of Portfolio

Portfolio summary

Appendix

Management Biographies

Nicholas Collishaw

CEO, Listed Property Funds

Nicholas Blake

Trust Manager, Centuria Metropolitan REIT

Victor Georos

Head of Portfolio and Asset Management

Scott Creelman

Finance Manager – Property Funds

Hengky Widjaja

CENTURIA CAPITAL GROUP M&A Activity 2016