CENTURIA CAPITAL GROUP — Share Issue/Capital Change 2017

Feb 6, 2017

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ASX Announcement

Revised Appendix 3B

7 February 2017

The attached Appendix 3B provides information in respect of the issue of Performance Rights to non-director executives pursuant to the Centuria Capital Group Executive Incentive Plan.

ENDS

For further information please contact:

James Lonie

Centuria Capital Group Company Secretary Tel: +61 2 8923 8919

• See chapter 19 for defined terms.

Appendix 3B Doc ID 396632023/v1

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Revised 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.

This revised Appendix 3B provides information in respect of the issue of Performance Rights to non-director management not previously notified to the ASX.

Part 1 - All issues

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

• 1 +Class of +securities issued or to Performance Rights issued under the Centuria Capital be issued Group Executive Incentive Plan.

• 2 Number of[+] securities issued or 901,457 to be issued (if known) or maximum number which may be issued

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3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

89,928 Tranche 3 Performance Rights and 811,529 Tranche 4 Performance Rights were issued to non- director executives on 1 January 2017. The Performance Rights represent the long term incentive component of the remuneration packages of the 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 or voting rights. The Tranche 3 Performance Rights have the same terms as previously disclosed to the market on 23 October 2015. The Tranche 4 Performance Rights have the same terms as disclosed to the market on 6 December 2016.

4 Do the[+] securities rank equally Stapled securities allocated upon vesting of the in all respects from the[+] issue Performance Rights will rank equally with all existing date with an existing[+] class of stapled securities. quoted[+] securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  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 or interest payment 5 Issue price or consideration No 6 Purpose of the issue 89,928 Tranche 3 Performance Rights and 811,529 (If issued as consideration for Tranche 4 Performance Rights were issued to nonthe acquisition of assets, clearly director executives as part of their remuneration identify those assets) packages on 1 January 2017 pursuant to CNI's Executive Incentive Plan.

• See chapter 19 for defined terms.

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6a Is the entity an +eligible entity 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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of +securities issued 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 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. 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of 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	No
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

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7 +Issue dates 1 January 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.
Number +Class
8 Number and +class of all 227,194,733 Fully paid stapled
+securities quoted on ASX securities
( including the +securities in
section 2 if applicable)
Number +Class
9 Number and +class of all Four tranches of Performance Rights
+securities not quoted on ASX Performance Rights issued pursuant to
( including the +securities in were originally granted CNI's Executive
section 2 if applicable) to executives. The Incentive Plan.
numbers of
Performance Rights
remaining are:
(i) Tranche 2:
1,390,927;
(ii) Tranche 3:
1,877,643; and
(iii) Tranche 4:
1,835,393.
10 Dividend policy (in the case of a The Performance Rights do not carry a right to a
trust, distribution policy) on the dividend prior to vesting.
increased capital (interests)
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Part 2 - Pro rata issue

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11 Is security holder approval
required?
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
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• See chapter 19 for defined terms.

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15	+Record date to determine
	entitlements
16	Will holdings on different
	registers (or subregisters) be
	aggregated for calculating
	entitlements?
17	Policy for deciding entitlements
	in relation to fractions
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
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled

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27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell
	their entitlements in full through
	a broker?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?
32	How do security holders dispose
	of their entitlements (except by
	sale through a broker)?
33	+Issue date

Part 3 - Quotation of securities

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

34 Type of[+] securities ( tick one ) (a) +Securities described in Part 1 (b) 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

• See chapter 19 for defined terms.

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Tick to indicate you are providing the information or documents

• 35 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 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 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 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 or interest payment

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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 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 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.

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.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any 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: Company secretary Date: 7 February 2017

• See chapter 19 for defined terms.

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• See chapter 19 for defined terms.

Appendix 3B Doc ID 396632023/v1

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