CENTURIA CAPITAL GROUP — Major Shareholding Notification 2019

Oct 2, 2019

604 page 1/7

	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 1 / 10 / 2019 The previous notice was given to the company on 6 / 11 / 2018 The previous notice was dated 5 / 11 / 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: Class of securities (4) Previous notice Present notice Person’s votes Voting power (5) Person’s votes Voting power (5) Fully paid ordinary units (CMA Units) 88,827,857 24.93% 91,450,235 21.36% 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 1/10/2019 Centuria Funds Management Limited as trustee of Centuria Capital No. 2 Office Fund Take up of $7,500,000 under the accelerated institutional component of the entitlement offer announced on 18 September 2019. $2.86 per CMA Unit 2,622,378 CMA Units 2,622,378 On the dates referred to above Centuria Capital Group As a result of the above acquisitions As a result of the above acquisitions 2,622,378 CMA Units, being the relevant interests referred to above in this column 2,622,378	Centuria Metropolitan REIT
	ARSN 124 364 718

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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))	61,544,262 CMA Units	61,544,262
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
Over Fifty Guardian Friendly Society Limited	HSBC Custody Nominees (Australia) Limited	HSBC Custody Nominees (Australia) 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	HSBC Custody Nominees (Australia) Limited	HSBC Custody Nominees (Australia) 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

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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 Funds Management Limited as trustee for Centuria Capital No. 2 Fund, Centuria Property Funds Limited, Over Fifty Guardian Friendly Society Limited and CenturiaLifeLimited	91,450,235 CMA Units	91,450,235
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 sign here Date:3 October 2019 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.

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(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.

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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

==> picture [107 x 50] intentionally omitted <==

Anna Kovarik - Company Secretary

Dated: 3 October 2019

Name	Address
Centuria Capital Limited ACN 095 454 336	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
23-25 Young Street Pty Limited ACN 631 830 254	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
357-359 Mann Street Pty Limited ACN 631 830 405	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
80 Grenfell Street St Pty Ltd ACN 625 888 655	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
A.C.N. 062 671 872 Pty Ltd ACN 062 671 872	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Belmont Road Development Pty Limited ACN 603 347 815	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Belmont Road Management Pty Limited ACN 602 287 276	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Canberra No. 3 Pty Limited ACN 074 469 042	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Developments (Cardiff) Pty Limited ACN 631 427 846	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Developments (Mann Street) Pty Limited ACN 631 783 018	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Developments (Mayfield) Pty Limited ACN 631 458 190	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000

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Name	Address
Centuria Developments (Young Street) Pty Limited ACN 631 783 956	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Developments Pty Limited ACN 631 427 453	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Employee Share Fund Pty Limited ACN 148 816 666	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Finance Pty Limited ACN 095 179 356	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Funds Management Limited ACN 607 153 588	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Industrial Property Services Pty Limited ACN 627 850 284	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Institutional Investments No. 3 Pty Limited ACN 118 020 527	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Investment Holdings Pty Limited ACN 116 455 862	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Investment Holdings No. 4 Pty Limited ACN 623 550 701	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Investment Management (CDPF) Pty Ltd ACN 631 754 151	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Investment Management (CMA) Pty Ltd ACN 635 660 918	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Investment Services Pty Limited ACN 095 364 917	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
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 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Platform Investments Pty Ltd ACN 633 214 892	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Properties No. 3 Limited ACN 082 352 083	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Property Funds Limited ACN 086 553 639	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Property Funds No. 2 Limited ACN 133 363 185	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Property Services Pty Limited ACN 092 526 924	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria Subco Pty Limited ACN 627 849 825	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000

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Name	Address
Centuria 61-67 Wyatt Street Pty Ltd ACN 634 867 084	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Centuria 80 Flinders Street Pty Ltd ACN 634 867 217	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Over Fifty Capital Pty Ltd ACN 007 108 509	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Over Fifty Funds Management Pty Ltd ACN 103 265 649	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
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 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Over Fifty Seniors Equity Release Pty Ltd ACN 095 362 388	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000
Zimara Enterprises Pty Ltd ACN 095 347 112	Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000