CENTURIA CAPITAL GROUP — Major Shareholding Notification 2018

Nov 5, 2018

604 page 1/8

Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder
	ToCompany Name/Scheme 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 5 / 11 / 2018 The previous notice was given to the company on 26 / 10 / 2018 The previous notice was dated 26 / 10 / 2018 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 required, to give a substantial holding notice to the company or scheme, are as follows: Previous notice Present notice	Centuria Metropolitan REIT
		ARSN 124 364 718
				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)			68,437,893		21.55%		88,827,857		24.93%

	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)	68,437,893	21.55%	88,827,857	24.93%

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 substantial holding notice to the company or scheme are as follows:

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
5/11/2018	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	Take up of CMA Units in accordance with sub underwriting commitments in respect of retail component of entitlement offer announced on 10 October 2018.	$2.43 per CMA Unit	17,793,865 CMA Units	17,793,865
5/11/2018	Centuria Life Limited	Take up of full entitlement of CMA Units under the retail component of the entitlement offer announced on 10 October 2018.	$2.43 per CMA Unit	2,346,099 CMA Units	2,346,099
31/10/2018	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 5 Fund	Off-market transfer of CMA Units from Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 5 Fund to Centuria Investment Holdings Pty Limited as trustee ofCenturia Capital No. 2OfficeFund.	$2.41 per CMA Unit	(9,680,000) CMA Units	(9,680,000)

604 page 2/8

				604	page 2/8
31/10/2018	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	Off-market transfer of CMA Units from Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 5 Fund to Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund.	$2.41 per CMA Unit	9,680,000 CMA Units	9,680,000
29/10/2018	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	Off market purchase of CMA Units.	$2.43 per CMA Unit	250,000 CMA Units	250,000
On the dates referred to above	Centuria Capital Group	As a result of the above acquisitions	As a result of the above acquisitions	20,389,964 CMA Units, being the sum of the five relevant interests referred to above in this column	20,389,964

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 power to dispose of, the units(s608(1)(b)and(c))	58,921,884 CMA Units	58,921,884
Centuria Funds Management Limited as trustee of Centuria Capital No. 2 Fund	Centuria Funds Management Limited as trustee of Centuria Capital No. 2 Fund	Centuria Funds Management Limited as trustee of Centuria Capital No. 2 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 power to dispose of, the units(s608(1)(b)and(c))	3,396,219 CMA Units	3,396,219
Centuria Property Funds Limited	Centuria Property Funds Limited	Centuria Property Funds 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))	2,263,375 CMA Units	2,263,375

604 page 3/8

Over Fifty Guardian Friendly Society Limited	Citicorp Nominees Pty Limited	Citicorp Nominees Pty 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))	14,861,981 CMA Units	14,861,981
Centuria Life Limited	Citicorp Nominees Pty Limited	Citicorp Nominees Pty 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))	9,384,398 CMA Units	9,384,398
Centuria Capital Group	The five entries referred to above in this column	The five entries referred to above in this column	Relevant interest under s608(3) as the holding company of 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. 5 Fund, Centuria Funds Management Limited as trustee for Centuria Capital No. 2 Fund, Over Fifty Guardian Friendly Society Limited and Centuria Life Limited	88,827,857 CMA Units	88,827,857
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 follows: 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 Anna Kovarik Capacity:Company Secretary

604 page 4/8

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Date: 6 November 2018

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.

604 page 5/8

Annexure A

Centuria Capital Limited ACN 095 454 336

This is Annexure 'A' of 2 pages referred to in Form 604 - Notice of change of interests of substantial holder

Signed by Anna Kovarik - Company Secretary

Dated: 6 November 2018

Name	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
Centuria Employee Share Fund Pty Limited ACN 148 816 666	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
Centuria Institutional Investments No. 3 Pty Limited	Level 39, 100 Miller Street, North Sydney NSW 2060

604 page 6/8

Name	Address
ACN 118 020 527
Centuria Investment Holdings Pty Limited ACN 116 455 862	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Investment Services Pty Limited ACN 095 364 917	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Life Limited ACN 087 649 054	Level 32, 120 Collins Street, Melbourne VIC 3000
Centuria Nominees No. 3 Pty Limited ACN 062 671 845	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Opportunity Fund 2 Pty Limited ACN 138 610 483	Level 39, 100 Miller Street, North Sydney NSW 2060
Centuria Properties No. 3 Limited ACN 082 352 083	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
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
Over Fifty Guardian Friendly Society Limited ACN 087 649 063	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