CENTURIA CAPITAL GROUP — Share Issue/Capital Change 2016

Aug 21, 2016

22 August 2016

ASX Market Announcements Office Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Manager

Centuria Capital Limited ACN 095 454 336 (Centuria): Appendix 3B

Please find enclosed an Appendix 3B notifying the market of the issue of additional securities and applying for quotation of the securities.

Yours sincerely

James Lonie Partner HWL Ebsworth Lawyers

+61 2 9334 8762 jlonie@hwle.com.au

Adelaide Alice Springs Brisbane Canberra Darwin Hobart Melbourne Norwest Perth Sydney

Doc ID 370810023/v1

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced or/a7/96. Origin: Appendix 5. Amended or/ca/98, ar/o9/99, or/a7/00, 30/09/01, 11/03/02, or/a1/03, 24/10/05, or/o8/12, 04/03/13

Name of entity

Centuria Capital Limited

ABN

22 095 454 336

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to | be issued

Fully paid ordinary shares

• Number of ⁴ securities issued or $\bar{\mathbf{z}}$ to be issued (if known) or maximum number which may be issued
• Principal terms of the 3 *securities (e.g. if options, exercise price and expiry date; if partly paid *securities, the the amount outstanding and due payment; dates. $for$ ١f *convertible securities, the conversion price and dates for conversion)

563,034 fully paid ordinary shares

As per other issued fully paid ordinary shares

⁺ See chapter 19 for defined terms.

$p.3$

Appendix 3B
New issue announcement

4	Do the "securities rank equally in all respects from the issue date with an existing 'class of quoted securities?	Yes
	If the additional *securities do not rank equally, please state: the date from which they do ٠ the extent to which they for participate the next dividend, (in the case of a distribution) trust. OI. interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution ОĽ interest payment
5	Issue price or consideration	The fully paid ordinary shares were issued in respect of the vesting of performance rights granted to two executive directors under the Company's Executive Incentive Plan in 2014.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To fulfil the terms of the Executive Incentive Plan.
бa	Is the entity an + eligible entity obtained that has security holder approval under rule 7.1A?	No
	If Yes, complete sections 6b - 6h in relation to the $\beta$ securities the subject of this Appendix 3B, and comply with section 6i
66	The date the security holder resolution under rule 7.1A was passed	Not applicable
6с	Number of "securities issued without security holder approval under rule 7.1	Not applicable

$+$ See chapter 19 for defined terms.

• 1. Number of *securities issued with security holder approval under rule 7.1A
• Number of ⁺securities issued 6e. with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• $6f$ Number of "securities issued | under an exception in rule 7.2
• If *securities issued under rule 62 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the *issue date and both values. Include the source of the VWAP calculation.
• $6_h$ If "securities were issued under rule $7.1A$ for non-cash consideration, state date on which valuation οſ consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• *Issue dates $\overline{7}$

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference, item $\mathfrak x\mathfrak z$ of Appendix 3B.

£. Number and ⁴class of all *securities quoted on ASX (including the 'securities in section 2 if applicable)

Number ⁺Class Fully paid ordinary 77,194,733 shares

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

22 August 2016

• See chapter 19 for defined terms.

Appendix 3B Page 3

		Number	+ Class
9	Number and "class of all-	Three tranches of	Each performance
	$^{\dagger}$ securities not quoted on ASX.	performance rights	right is a right to
	(including the 'securities in	were granted to	receive a fully paid
	section 2 if applicable)	executives. The total	ordinary share in
		number of	Centuria, granted to
		performance rights	executives under the
		remaining under	long term incentive
		each tranche	plan. The vesting
		excluding lapsed	date is the date on
		rights is:	which the board
		(i) Tranche 1: Nil	determines that the
		$(ii)$ Tranche 2:	performance
		1,390,927	conditions relating
		$(iii)$ Tranche 3:	to the rights are
		1,787,715.	satisfied and the
			employee WAS
			continuously
			employed for the.
			performance period.

Dividend policy (in the case of a $\fbox{As per existing fully paid ordinary shares}$ trust, distribution policy) on the increased capital (interests) $10^°$

Part 2 - Pro rata issue

11	security holder approval Not applicable Is. required?
12	Is the issue renounceable or non- Not applicable renounceable?
13	Ratio in which the 'securities Not applicable will be offered
14	4 Class of + securities to which the Not applicable offer relates
15	*Record date to determine Not applicable entitlements

⁺ See chapter 19 for defined terms.

$\bar{z}$

Appendix 3B New issue announcement

16.	holdings on different Will registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
18.	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entiflements are to be dealt with. Cross reference: rule 7.7.	Not applicable
10	Closing date for receipt of I acceptances or renunciations	Not applicable

⁺ See chapter 19 for defined terms.

$p.7$

Appendix 3B New issue announcement

20	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or commission	Not applicable
22	Names of any brokers to the Not applicable issue
23	Fee or commission payable to the broker to the issue	Not applicable
$^{24}$	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	Not applicable
25	If the issue is contingent on security holders' approval, the date of the meeting	Not applicable
26.	Date entitlement and acceptance form and offer documents will be sent to persons entitled	Not applicable
27	If the entity has issued options, and the terms entitle option participate holders $t$ 0 OΠ exercise, the date on which notices will be sent to option holders	Not applicable
28	Date rights trading will begin (if [ applicable)	Not applicable
29	Date rights trading will end (if Not applicable applicable)
30	How do security holders sell their entitlements in full through a broker?	Not applicable
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable

⁺ See chapter 19 for defined terms.

How do security holders dispose Not applicable 32 of their entitlements (except by sale through a broker)?

¹Issue date 33

Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of 'securities $\overline{14}$ (tick one)
• $(a)$

$(b)$

"Securities described in Part 1

All other 'securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

			Tick to indicate you are providing the information or
documents.

If the 'securities are 'equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

36	If the 'securities are 'equity securities, a distribution schedule of the additional $+$ securities setting out the number of holders in the categories
	1 - 1.000
	$1,001 - 5,000$
	$5,001 \cdot 10,000$
	10.001 - 100.000
	100,001 and over
	.

37

35

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

	Entities that have ticked box 34(b)
38	Number of *securities for which + quotation is sought	Not applicable
39	'Class of 'securities for which quotation is sought
40	Do the securities rank equally in all respects from the 'issue date with an existing class of quoted + securities?
	If the additional "securities do not rank equally, please state: • the date from which they do • the extent to which they participate tor the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution Оľ interest payment
41	Reason for request for quotation now
	Example: In the case of restricted securities, end- of restriction period
	(if issued upon conversion of another 'security, clearly identify that other *security)
		Number	'Class

Number and tclass of all $4²$ *securities quoted on ASX (including the ⁱsecurities in clause $58)$

Number ___ ____	'Class --------------------------------------

⁺ See chapter 19 for defined terms.

Quotation agreement

• *Ouotation of our additional "securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{z}$
• The issue of the 'securities to be quoted complies with the law and is $\blacksquare$ not for an illegal purpose.
• There is no reason why those *securities should not be granted á rquotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we will give it to ASX before "quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

. . . . . . . . . . . . .

Sign here:

(Director/Company secretary)

Print name:

VAMES LANIE

Date: $22/8/16$

⁺ See chapter 19 for defined terms.

$p.11$

Appendix 3B New issue announcement

Appendix 3B - Annexure 1

$== == == == ==$

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid ordinary securities on issue 12 months before the issue date or date of agreement to issue	76,756,929
Add the following: Number of fully paid + ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid "ordinary securities issued in that 12 month period with shareholder approval Number of partly paid *ordinary securities that became fully paid in that 12 month period Note: Include only ordinary securities here - other classes of equity securities cannot be added. Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid "ordinary securities cancelled during that 12 month	0 (125, 230)
period "А"	76,631,699

⁺ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	11,494,754
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of 'equity securities issued or agreed to be issued in that 12 month period not counting those issued:	1.787.715 performance rights
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule 7.1 or rule 7.4
Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the securities ٠ the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items
"C"	1,787,715
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15	11,494,754
Note: number must be same as shown in Step 2
Subtract "C"	1,787,715

Note: number must be same as shown in
Step 3 $\vert$

olen o
Total ["A" x $0.15$ ] – "C"	9.707.039
	[Note: this is the remaining placement capacity under rule 7.1]

⁺ See chapter 19 for defined terms.

Part 2

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Not applicable
Note: this value cannot be changed
Step 3: Calculate "E", the amount of placement capacity under rule

$+$ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown in Step 2
Subtract "E"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] $-$ "E"	Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.