CENTURIA CAPITAL GROUP — Share Issue/Capital Change 2017

Oct 29, 2017

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Centuria Capital Group (CNI), consisting of Centuria Capital Limited ABN 22 095 454 336 (Company) and Centuria Funds Management Limited ACN 607 153 588 (Responsible Entity) as responsible entity of the Centuria Capital Fund ARSN 613 856 358 (Trust)

ABN

Company - ABN 22 095 454 336 Responsible entity - ACN 607 153 588 Trust - ARSN 613 856 358

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).

• ⁺Class of ⁺securities issued or to $\mathbf{1}$ be issued
• Number of ⁺securities issued or $\overline{\mathbf{c}}$ to be issued (if known) or maximum number which may be issued

Performance rights under the Centuria Capital Group Executive Incentive Plan

2,113,780

⁺ See chapter 19 for defined terms.

3	of the Principal terms *securities (e.g. if options, exercise price and expiry date; if partly paid + securities, the amount outstanding and due if $f_{\rm O}$ dates payment; +convertible securities, the conversion price and dates for conversion)	The 2,113,780 performance rights were issued to the following persons: Mc McBain - 503,049; $\bullet$ Mr Huljich - 316,220; Mr Collishaw - 302,561; and ٠ Non-director executives - 991,950. The performance rights represent the long term incentive component of the remuneration packages of the executive directors and non- director executives.
		Each performance right is a right to acquire one stapled security in CNI (or an equivalent cash amount), subject to the achievement of the performance hurdles. Performance rights do not carry any dividend, distribution or voting rights.
		Of the total long term incentive grant to executive directors and non-director executives, the proportion of the performance rights subject to the performance hurdles is: FUM Growth Hurdle - 25%; and TSR Hurdle - 75%. ٠
		The performance period is 3 years, commencing on 1 July 2017 and ending on 30 June 2020. Following the end of the performance period, the performance hurdles will be tested and the Board will determine the extent to which the performance rights will vest.
		CNI's obligation to allocate stapled securities on vesting may be satisfied by issuing new stapled securities, acquiring stapled securities on market or transferring stapled securities from an employee security trust or an equivalent cash payment.
		Stapled securities allocated on the vesting of performance rights will not be subject to any further trading restrictions, subject to complying with CNI's Security Trading Policy.
		No amount will be payable in respect of the allocation of performance rights, nor in respect of any stapled securities granted upon vesting of the Performance Rights.
		If an executive director or non-director executive ceases to be employed by CNI before the end of the performance period, whether the performance rights lapse will depend on the circumstances of cessation

⁺ See chapter 19 for defined terms.

Do the ⁺securities rank equally $\overline{4}$ 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 $\bullet$ participate for the next dividend, (in the case of a trust. distribution) $\alpha$ r interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend. distribution or interest payment
• Issue price or consideration 5
• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Stapled securities allocated upon vesting of the performance rights will rank equally with all existing stapled securities

Nil

No

Issue of performance rights to executive directors and non-director executives pursuant to CNI's Executive Incentive Plan, as approved by CNI securityholders at CNI's 2017 Annual General Meeting held on 12 October 2017

Is the entity an $\pm$ eligible entity 6a that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the ⁺securities the subject of this Appendix 3B, and comply with section 6i

• $6_b$ The date the security holder resolution under rule 7.1A was passed
• Number of ⁺securities issued 6с without security holder approval under rule 7.1

Not applicable

Not applicable

⁺ See chapter 19 for defined terms.

6d	Number of + securities issued with security holder approval under rule 7.1A	Not applicable
6e	Number of + securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	Not applicable
6f	Number of + securities issued under an exception in rule 7.2	Not applicable
6g	If + securities issued under rule 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.	Not applicable
6h	If *securities were issued under for rule 7.1A non-cash consideration, state date on which valuation оf consideration was released to ASX Market Announcements	Not applicable
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	Not applicable
7	*Issue dates	26 October 2017
	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 33 of Appendix 3B.

⁺ See chapter 19 for defined terms.

stapled

	Number	+ Class
Number and $\frac{1}{277,703,678}$ *securities quoted on ASX (including the + securities in section 2 if applicable)		Fully paid securities

Number and ⁺class of all $\overline{Q}$ ⁺securities not quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+ Class
1,877,643 Tranche 3 Performance Rights	Performance Rights issued pursuant to CNI's Executive
1,835,393 Tranche 4 Performance Rights	Incentive Plan
2,113,780 Tranche 5 Performance Rights
20,098,470 options over unissued Stapled Securities	Options

Dividend policy (in the case of a $10^°$ trust, distribution policy) on the increased capital (interests)

The Performance Rights do not carry a right to a dividend or distribution prior to vesting

Part 2 - Pro rata issue

$\mathbf{11}$	Is security holder approval required?	Not applicable
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the + securities will be offered
14	+ Class of + securities to which the offer relates
15	*Record date to determine entitlements
16	holdings different Will on registers (or subregisters) be aggregated for calculating entitlements?

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

• Policy for deciding entitlements $17$ in relation to fractions
• Names of countries in which the 18 entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• Closing date for receipt of 19 acceptances or renunciations
• Names of any underwriters $20$
• Amount of any underwriting fee ${\bf 21}$ or commission
• Names of any brokers to the $22$ issue
• Fee or commission payable to the $23$ broker to the issue
• Amount of any handling fee $24$ payable to brokers who lodge acceptances or renunciations on behalf of security holders
• If the issue is contingent on $25$ security holders' approval, the date of the meeting
• Date entitlement and acceptance $26$ form and offer documents will be sent to persons entitled
• If the entity has issued options, $27$ and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• Date rights trading will begin (if $28$ applicable)

04/03/2013

⁺ See chapter 19 for defined terms.

• Date rights trading will end (if 29 applicable)
• How do security holders sell 30 their entitlements in full through a broker?
• How do security holders sell part $31$ of their entitlements through a broker and accept for the balance?
• How do security holders dispose $3²$ of their entitlements (except by sale through a broker)?

⁺Issue date 33

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Part 3 - Quotation of securities

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

• Type of ⁺securities $34$ (tick one)
• $(a)$ *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

35

$(b)$

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

⁺ See chapter 19 for defined terms.

If the 'securities are 'equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

37

• Not applicable Number of ⁺securities for which | 38 ⁺quotation is sought ⁺Class of ⁺securities for which 39 quotation is sought Do the ⁺securities rank equally in 40 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 $\bullet$
• the extent to which they participate for 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 $\overline{\text{or}}$ interest payment
• Reason for request for quotation 41 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	$\cdot$ +Class
Number and + class of all 42 *securities quoted on ASX (including the + securities in clause 38)

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{1}$ ⁺Ouotation of our additional ⁺securities is in ASX's absolute discretion. ASX may quote the ⁺securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those 'securities should not be granted +quotation.

• 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.

• 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.

ral.................. Company secretary

Sign here:

Print name: James Lonie

== == == == ==

Date: 30 October 2017

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

⁺ See chapter 19 for defined terms.