CENTURIA CAPITAL GROUP — Major Shareholding Notification 2017

Oct 18, 2017

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Company Name/Scheme Τo	Centuria Metropolitan REIT
ACN/ARSN	ARSN 124 364 718
1. Details of substantial shareholder(1)
Name					Centuria Capital Limited ACN 095 454 336 and Centuria Funds Management Limited ACN 607 153 588 as responsible entity of Centuria Capital Fund ARSN 613 856 358, a listed stapled entity (CNI) and each of the persons listed in Annexure A (Centuria Capital Group)
ACN/ARSN (if applicable)	As above
There was a change in the interests of the
substantial holder on		19	10	2017
The previous notice was given to the company on		06	07	2017
The previous notice was dated		06	07	2017

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now r

	Previous notice		Present notice
Class of securities (4)	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary units (CMA Units)	32.249.592	18.09%	43.071.852	19.87%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company
scheme, since the substantial holder was last required to give a

Date of change	Person whose relevant interest changed	Nature of change $(6)$	Consideration given in relation to change $(7)$	Class and number of securities affected	Person's votes affected
26/07/2017	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	Take up of full entitlement under the institutional component of the accelerated non-renounceable entitlement offer announced on 13 July 2017	\$2.35 per CMA Unit	2,014,186 CMA Units	2,014,186
26/07/2017	Centuria Funds Management Limited as trustee of Centuria Capital No. 2 Fund	Take up of full entitlement under the institutional component of the accelerated non-renounceable entitlement offer announced on 13 July 2017	\$2.35 per CMA Unit	404,819 CMA Units	404,819
26/07/2017	Centuria Life Limited	Take up of full entitlement under the institutional component of the accelerated non-renounceable entitlement offer announced on 13 July 2017	\$2.35 per CMA Unit	819,741 CMA Units	819,741

604 page 2/8 15 July 2001

10/08/2017	Centuria Funds Management Limited as trustee of Centuria Capital No. 2 Fund	Underwriting of shortfall securities under the retail component of the accelerated non- renounceable entitlement offer announced on 13 July 2017	\$2.35 per CMA Unit	809,174 CMA Units	809,174
10/08/2017	Centuria Property Funds No.2 Limited	Underwriting of shortfall securities under the retail component of the accelerated non- renounceable entitlement offer announced on 13 July 2017	\$2.35 per CMA Unit	899,086 CMA Units	899,086
10/08/2017	Over Fifty Guardian Friendly Society Limited	Underwriting of shortfall securities under the retail component of the accelerated non- renounceable entitlement offer announced on 13 July 2017	\$2.35 per CMA Unit	1,800,254 CMA Units	1,800,254
18,10/2017 and 19/10/2017	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	On-market purchases	Please refer to Annexure B	3,868,389 CMA Units	3,868,389
18/10/2017	Centuria Property Funds No.2 Limited	On-market purchase	Please refer to Annexure B	206,611 CMA Units	206,611
On the dates referred to above	Centuria Capital Group	As a result of the above acquisitions	As a result of the above acquisitions	10,822,241 CMA Units. being the sum of the eight relevant interests referred to above in this column	10,822,260

4. Present relevant interests

Particulars of each relevant interest of the substantial shareholder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	Holder of units $(s608(1)(a))$ Person having power to exercise, or control the exercise, of a right to vote attached to the units and/or the power to dispose of, or control the exercise of a	18.773.362 CMA Units	18,773,362
			power to dispose of, the units $(s608(1)(b)$ and $(c)$ )
Centuria Property Funds No.2 Limited	Centuria Property Funds No.2 Limited	Centuria Property Funds No.2 Limited	Holder of units $(s608(1)(a))$ Person having power to exercise, or control the exercise, of a right to vote attached to the units and/or the power to dispose of, or control the exercise of a power to dispose of, the units $(s608(1)(b)$ and $(c)$ )	1,105,697 CMA Units	1,105,697

04

15 luly 2001

			604	page 3/8	15 July 2001
Centuria	Centuria Funds Management	Centuria Funds Management	Holder of units (s608(1)(a))	3,804,830	3,804,830
Funds	Limited as trustee of Centuria	Limited as trustee of Centuria		CMA Units
Management	Capital No. 2 Fund	Capital No. 2 Fund	Person having power to
Limited as			exercise, or control the
trustee of			exercise, of a right to vote
Centuria			attached to the units and/or
Capital No. 2			the power to dispose of, or
Fund			control the exercise of a
			power to dispose of, the
			units $(s608(1)(b)$ and $(c)$ )
Over Fifty Guardian	Citicorp Nominees Pty Limited	Citicorp Nominees Pty Limited	Holder of units $(s608(1)(a))$	13,321,879 CMA Units	13,321,879
Friendly			Person having power to
Society			exercise, or control the
Limited			exercise, of a right to vote
			attached to the units and/or
			the power to dispose of, or
			control the exercise of a
			power to dispose of, the
			units $(s608(1)(b)$ and $(c)$ )
Centuria Life Limited	Citicorp Nominees Pty Limited	Citicorp Nominees Pty Limited	Holder of units $(s608(1)(a))$	6,066,084 CMA Units	6,066,084
			Person having power to
			exercise, or control the
			exercise, of a right to vote
			attached to the units and/or
			the power to dispose of, or
			control the exercise of a
			power to dispose of, the
			units $(s608(1)(b)$ and $(c)$ )
Centuria	The five entities referred to above in this column	The five entities referred to above in this column	Relevant interest under	43,071,852	43,071,852
Capital Group			s608(3) as the holding	CMA Units
			company of Centuria
			Investment Holdings Pty
			Limited as trustee of
			Centuria Capital No. 2
			Office Fund, Centuria
			Property Funds No. 2
			Limited, Centuria Funds
			Management Limited as trustee for Centuria Capital
			No. 2 Fund, Over Fifty
			Guardian Friendly Society
			Limited and Centuria Life
			Limited

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as fo

Name and ACN/ARSN (if applicable)	Nature of association
Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Please refer to Annexure A

Signature

print name	James Lonie	capacity	Secretary
sign here	Tters. u. .	date ∼ ______	. Contract Contract Contract

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

Centuria Capital Limited ACN 095 454 336

This is Annexure 'A' of 3 pages referred to in Form 604 - Notice of change of interests of substantial holder

wered to in For.
James Lonie - Company Secretary
19 / 10 / 17

Signed by

Dated:

Name Z	Address
Centuria Capital Limited ACN 095 454 336	Level 39, 100 Miller Street, North Sydney NSW 2060
ACN 062 671 872 Pty Limited	Level 39, 100 Miller Street, North Sydney NSW 2060
Belmont Road Development Pty Limited ACN 603 347 815	Level 39, 100 Miller Street, North Sydney NSW 2060
Belmont Road Management Pty Limited ACN 602 287 276	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Canberra No. 3 Pty Limited ACN 074 469 042	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Capital Private Limited	Level 39, 100 Miller Street, North Sydney NSW 2060
Share Fund Pty Limited ACN 148 Centuria Employee 816666	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Finance Pty Limited ACN 095 179 356	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Funds Management Limited ACN 607 153 588	Level 39, 100 Miller Street, North Sydney NSW 2060
Investments No. 3 Pty Limited Centuria Institutiona ACN 118 020 527	Level 39, 100 Miller Street, North Sydney NSW 2060

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$\frac{e}{2}$	Address
Holdings Pty Limited ACN 116 455 Centuria Investment 862	Level 39, 100 Miller Street, North Sydney NSW 2060
Services Pty Limited ACN 095 364 Centuria Investment 917	Level 39, 100 Miller Street, North Sydney NSW 2060
ACN 087 649 054 Centuria Life Limited	120 Collins Street, Melbourne VIC 3000 Level 32,
Vo. 3 Pty Limited ACN 062 671 845 Centuria Nominees	Level 39, 100 Miller Street, North Sydney NSW 2060
Fund 2 Pty Limited ACN 138 610 Centuria Opportunity 483	Level 39, 100 Miller Street, North Sydney NSW 2060
No. 3 Limited ACN 082 352 083 Centuria Properties	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Property Funds Limited ACN 086 553 639	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Property Funds No. 2 Limited ACN 133 363 185	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Property Services Pty Limited ACN 092 526 924	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Strategic Property Limited ACN 103 003 603	Level 39, 100 Miller Street, North Sydney NSW 2060
Over Fifty Capital Pty Ltd ACN 007 108 509	Level 39, 100 Miller Street, North Sydney NSW 2060
Over Fifty Funds Management Pty Ltd ACN 103 265 649	Level 39, 100 Miller Street, North Sydney NSW 2060
Friendly Society Limited ACN 087 Over Fifty Guardian 649063	Level 32, 120 Collins Street, Melbourne VIC 3000
Over Fifty Investments Pty Ltd ACN 100 169 186	Level 39, 100 Miller Street, North Sydney NSW 2060
Over Fifty Seniors Equity Release Pty Ltd ACN 095 362 388	Level 39, 100 Miller Street, North Sydney NSW 2060

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Hdress	Level 39, 100 Miller Street, North Sydney NSW 2060
	dings No. 7 Pty Limited ACN 109 trategic Property Hol 96189

J ï

Centuria Capital Limited ACN 095 454 336 and Centuria Funds Management Limited ACN 607 153 588 as responsible entity of Centuria Capital Fund ARSN
613 856 358

This is Annexure 'B' of 1 page referred to in Form 604 - Notice of change of interests of substantial holder.

Signal by James Line - Company Secretary

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Date of change	interest Person whose relevant changed	Nature of change	given in relation to Consideration change	Class and number of securities affected	Person's votes affected
18 October 2017	2 So Centuria Property Funds Limited	on-market Purchase	\$499,998.62 (that is, 206,611 CMA Units \$2.42 per CMA Unit)		206,611
18 October 2017	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	on-market Purchase	\$9,180,001.38 (that is, \$2.42 per CMA Unit)	3,793,389 CMA Units	3,793,389
19 October 2017	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	on-market Purchase	\$181,500.00 (that is, \$2.42 per CMA Unit)	75,000 CMA Units	75,000

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