CENTURIA CAPITAL GROUP — Major Shareholding Notification 2018

Sep 25, 2018

604 page 1/8

Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder To Company 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 26 / 09 / 2018 The previous notice was given to the company on 19 / 10 / 2017 The previous notice was dated 19 / 10 / 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 required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Fully paid ordinary units (CMA Units)	43,071,852	19.87%	56,803,489	23.40%

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	Person whose	Nature of	Consideration	Class and	Person’s
of change	relevant interest	change (6)	given in relation	number of	votes
	changed		to change (7)	securities	affected
				affected
23/08/2017	Centuria Life Limited	On-market purchase	$582,856,80	242,857 CMA	242,857
			(that is, $2.40 per	Units
			CMAUnit)
19/12/2017	Centuria Investment	Take up of full entitlement under the	$2.39 per CMA	2,170,331 CMA	2,170,331
	Holdings Pty Limited as	institutional component of the accelerated	Unit	Units
	trustee of Centuria	non-renounceable entitlement offer
	Capital No. 2 Office	announced on 5 December 2017
	Fund
19/12/2017	Centuria Funds	Take up of full entitlement under the	$2.39 per CMA	439,865 CMA	439,865
	Management Limited as	institutional component of the accelerated	Unit	Units
	trustee of Centuria	non-renounceable entitlement offer
	Capital No. 2 Fund	announced on 5 December 2017

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19/12/2017	Centuria Life Limited	Take up of full entitlement under the institutional component of the accelerated non-renounceable entitlement offer announced on 5 December 2017	$2.39 per CMA Unit	729,358 CMA Units	729,358
19/12/2017	Centuria Property Funds No. 2 Limited	Take up of full entitlement under the institutional component of the accelerated non-renounceable entitlement offer announced on5December 2017	$2.39 per CMA Unit	127,827 CMA Units	127,827
19/12/2017	Over Fifty Guardian Friendly Society Limited	Take up of full entitlement under the institutional component of the accelerated non-renounceable entitlement offer announced on5December 2017	$2.39 per CMA Unit	1,540,102 CMA Units	1,540,102
28/12/2017	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	Underwriting of shortfall securities under the retail component of the accelerated non- renounceable entitlement offer announced on 5 December 2017	$2.39 per CMA Unit	1,221,297 CMA Units	1,221,297
07/06/2018	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	Completion of off-market purchase of units from Centuria Property Funds No. 2 Limited by Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	$2,886,446.16 (that is, 2.34 per CMA unit)	1,233,524 CMA Units	1,233,524
07/06/2018	Centuria Property Funds No.2 Limited	Completion of off-market purchase of units from Centuria Property Funds No. 2 Limited to Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 2 Office Fund	None	(1,233,524) CMA Units	(1,233,524)
26/09/2018	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No.5Fund	Special crossing	$2.56 per CMA Unit	7,260,000 CMA Units	7,260,000
On the dates referred to above	Centuria Capital Group	As a result of the above acquisitions	As a result of the above acquisitions	13,731,637 CMA Units, being the sum of the ten relevant interests referred to above in this column	13,731,637

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))	23,398,514 CMA Units	23,398,514

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				604	page 3/8
Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 5 Fund	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 5 Fund	Centuria Investment Holdings Pty Limited as trustee of Centuria Capital No. 5 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))	7,260,000 CMA Units	7,260,000
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))	4,244,695 CMA Units	4,244,695
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))	7,038,299 CMA Units	7,038,299
Centuria Capital Group	The five entities referred to above in this column	The five entities 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	56,803,489 CMA Units	56,803,489

604 page 4/8

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	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
sign here	Date:26 September 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.

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(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.

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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: 26 September 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

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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