CENTURIA INDUSTRIAL REIT — AGM Information 2013

Oct 24, 2013

ASX Release | Media Release

360 Capital Industrial Fund

==> picture [127 x 88] intentionally omitted <==

25 October 2013

MEETING OF MEMBERS 25 OCTOBER 2013 CHAIRMAN’S SPEECH AND PRESENTATION

Please find attached a copy of the Chairman’s speech and the presentation to be delivered at today’s Meeting of Members.

More information can be found on the ASX’s website at www.asx.com.au using the Fund’s ASX code “TIX”, on the Fund’s website www.360capital.com.au, by calling the 360 Capital investor enquiry line on 1800 182 257 or emailing investor.relations@360capital.com.au

For more information, please contact:

Ben Butler Tim Spencer Fund Manager Head of Investor Relations 360 Capital Industrial Fund 360 Capital Group +61 2 8405 5672 +61 2 8405 8872

About 360 Capital Group (ASX code TGP)

360 Capital is an ASX-listed, property investment and funds management group concentrating on strategic investment and active investment management of property assets. The company actively invests in direct property assets, property securities and various corporate real estate acquisitions within Australian real estate markets on a private equity basis. The company’s 17 full time staff located in Sydney have significant property, funds and investment management experience. 360 Capital manages 10 investment vehicles holding assets valued at more than $845 million on behalf of almost 9,000 investors, has over $90 million worth of co-investments across the 360 Capital platform and owns two direct assets valued at approximately $50 million.

Level 8, 56 Pitt Street Sydney NSW 2000 | GPO Box 5483, Sydney NSW 2001 Australia T +61 2 8405 8860 | Fax +61 2 9238 0354 | E: investor.relations@360capital.com.au| W: www.360capital.com.au 360 Capital Investment Management Limited ABN 38 133 363 185 AFSL 340 304 As responsible entity of the 360 Capital Industrial Fund ARSN 099 680 252

==> picture [111 x 76] intentionally omitted <==

360 CAPITAL INDUSTRIAL FUND ARSN 099 680 252

Unitholder Meeting | Radisson Blu Hotel, Sydney | 25 October 2013

1

Important information

==> picture [111 x 76] intentionally omitted <==

This presentation has been prepared by 360 Capital Investment Management Limited ACN 38 133 363 185, AFSL 340304 (‘360 Capital’) in its capacity as responsible entity of the 360 Capital Industrial Fund ARSN 099 680 252 (‘Fund’).

All information in this presentation is current as at 25 October 2013 unless otherwise specified. It contains selected information and does not purport to be all-inclusive or to contain all of the information that may be relevant to any particular transaction. It should be read in conjunction with the Fund’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au. The recipient acknowledges that circumstances may change and that this presentation may become outdated as a result. This presentation and the information in it are subject to change without notice.

This presentation is provided for general information purposes only, without taking into account the recipient’s investment objectives, financial situation or needs. It is not a product disclosure statement, pathfinder document or any other disclosure document for the purposes of the Corporations Act 2001 (Cth) and has not been, and is not required to be, lodged with the Australian Securities & Investments Commission. It should not be relied upon by the recipient in considering the merits of the Fund or the acquisition of units in the Fund. Nothing in this presentation constitutes investment, legal, tax, accounting or other advice. 360 Capital is not licensed to provide financial product advice (including personal financial product advice), and the information contained in this presentation does not constitute financial product advice. The recipient should consider its own financial situation, objectives and needs, and conduct its own independent investigation and assessment of the contents of this presentation, including obtaining investment, legal, tax, accounting and such other advice as it considers necessary or appropriate. It is not an offer to buy or sell, or a solicitation to invest in or refrain from investing in, units in the Fund or any other investment product.

360 Capital and its related bodies corporate and other affiliates and their respective directors, employees, consultants and agents (‘360 Capital Group’) make no representation or warranty as to the accuracy, completeness, timeliness or reliability of the contents of this presentation. To the maximum extent permitted by law, no member of the 360 Capital Group accepts any liability (including, without limitation, any liability arising from fault or negligence on the part of any of them) for any loss whatsoever arising from the use of this presentation or its contents or otherwise arising in connection with it.

This presentation may contain forward-looking statements, forecasts, estimates and projections (‘Forward Statements’). Forward Statements include those containing such words as “anticipate”, “estimates”, “will”, “should”, “could”, “may”, “expects”, “plans” or similar expressions. Indications of and guidance or outlook on future revenues, distributions or financial position and performance or return or growth in underlying investments included in this presentation are also Forward Statements. No independent third party has reviewed the reasonableness of any such statements or assumptions. No member of the 360 Capital Group represents or warrants that such Forward Statements will be achieved or will prove to be correct or gives any warranty as to the accuracy, completeness, likelihood of achievement or reasonableness of any Forward Statement, forecasts, projections, prospects, returns, or statements in relation to future matters contained in the information provided in this document. Except as required by law or regulation, 360 Capital assumes no obligation to update Forward Statements. Such guidance, forecasts, projections, prospects, returns or statements are by their nature subject to significant unknown risk, uncertainties and contingencies, many of which are outside the control of 360 Capital Group, that may cause actual future results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. Similarly, no representation or warranty is made that the assumptions on which the Forward Statements are based may be reasonable. No audit, review or verification has been undertaken by the 360 Capital Group. Past performance is not an indicator of future performance.

Please refer to the Notice of Meeting and Explanatory Memorandum dated 1 October 2013 for further information on the resolution.

2

Agenda

==> picture [122 x 84] intentionally omitted <==

Contents

Contents
4		Fund Manager Update
7		Resolution: Ratify June 2013 Placement

3

Rationale for June 2013 Placement

==> picture [122 x 84] intentionally omitted <==

==> picture [262 x 181] intentionally omitted <==

----- Start of picture text -----

69 Studley Court, Derrimut VIC
Deliver Australia
----- End of picture text -----

457 Waterloo Road, Chullora NSW Elite Logistics

==> picture [262 x 149] intentionally omitted <==

Issue Price	$2.00
Placement	$24.3m
Total acquisition price	$37.2m
WALE	5.2 years
Exposure to NSW	20%
Portfolio value	$337m
Market Capitalisation	$186m
LVR	46.9%
NTA	$1.92

• Provides the ability to transact quickly on suitable opportunities to enhance portfolio quality

• Attractive new institutional investors

• Market support for Fund’s strategy with TIX trading at

• 6% premium to issue price and

• 9% premium to NTA

• Over-riding earnings and distribution focus with all acquisitions

4

Price Performance

==> picture [122 x 84] intentionally omitted <==

• Strong market support for capital raisings reflected in price performance

• Sustained Index outperformance since May 2013

• 12.8% Index outperformance since listing in December 2012

==> picture [538 x 328] intentionally omitted <==

----- Start of picture text -----

Inclusion in
the ASX/S&P
300 index
June 2013 capital
raise to acquire
$37.2m of assets
March 2013 +19.1%
$63.7m capital
raise to reduce
debt
+6.3%
----- End of picture text -----

5

Resolution: Ratify June 2013 Placement

==> picture [122 x 84] intentionally omitted <==

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Fund:

“That the issue of 48,637,361 ordinary units in the 360 Capital Industrial Fund to institutional investors on 25 June 2013, as described in the Explanatory Memorandum accompanying this Notice of Meeting convening the Meeting, is ratified and approved for the purposes of ASX Listing Rule 7.4 and for all other purposes.”

6

Resolution: Ratify June 2013 Placement (cont.)

==> picture [122 x 84] intentionally omitted <==

Directors believe refreshing the Fund’s equity raising capacity is in Members’ best interests

• Generally, an entity may not, without Member approval, issue in any 12 month period more than 15% of the number of Units on issue 12 months before the date of the issue

• If the Resolution is passed it will provide funding flexibility in respect of potential acquisitions, investment opportunities and general capital management initiatives that may arise

• The Fund continues to actively seek acquisition opportunities which complement its investment strategy and existing portfolio to meet its objectives of increasing income returns and the potential for capital growth

• Institutions that took part in the June 2013 placement are excluded from voting on the Resolution

• If the Resolution is passed the percentage holding in the Fund of Members who do not participate in future capital raisings will be reduced

• offset by potential income and capital growth upside

360 Capital recommends you VOTE IN FAVOUR of the Resolution

7

Resolution: proxy voting

==> picture [122 x 84] intentionally omitted <==

Resolution: Ratify June 2013 institutional placement

		For	For	Aainst	Aainst	Oen	Oen	Total	Total	Abstain
				g		p
		Votes	%	Votes	%	Votes	%	Votes	%	Votes
By Number of Units		29.4m	94.6%	0.7m	2.3%	1.0m	3.1%	31.1m	100.0%	0.3m

• The Resolution is an ordinary resolution and will be decided on a show of hands unless a poll is demanded

360 Capital recommends you VOTE IN FAVOUR of the Resolution

8

==> picture [111 x 76] intentionally omitted <==

360 CAPITAL INDUSTRIAL FUND ARSN 099 680 252

9

360 CAPITAL INDUSTRIAL FUND

MEETING OF MEMBERS

10am 25 October 2013

David van Aanholt (Chairman):

Good Morning Ladies and Gentlemen and welcome to a meeting of Members of the 360 Capital Industrial Fund.

My name is David van Aanholt and I am the Independent Chairman of 360 Capital Group, and a Director of the Responsible Entity of the Fund, 360 Capital Investment Management Limited. I have been appointed by the Responsible Entity to chair this meeting in accordance with section 252S(1) of the Corporations Act and I table a letter of appointment for myself from the Responsible Entity.

I thank you all for taking the time and making the effort to attend this morning.

It is now after 10am, the time appointed for the meeting. A quorum is present if we have at least 2 members present at all times during the meeting, including individuals attending as proxy, attorney, personal representative or body corporate. I have been informed by Boardroom Pty Limited, the Fund's unit registrar, that there is a quorum for this meeting. As this meeting has the required quorum, I formally declare this meeting open.

I would now like to take this opportunity to introduce you to the representatives from the 360 Capital Group who are in attendance and available to answer questions at the appropriate time: Ben James, Chief Investment Officer of 360 Capital and Ben Butler, Fund Manager of your Fund.

The item on today's agenda is the proposed refreshment of the Fund’s capacity to issue new units under the ASX Listing Rules.

I will now hand over to Ben Butler who will provide an update on the Fund’s current position.

Ben Butler (Fund Manager):

Good Morning Ladies and Gentlemen and thank you again for attendance this morning. My name is Ben Butler and I am the Fund Manager of the 360 Capital Industrial Fund.

Before our Chairman moves on to discussing the Resolution proposed here today, I would like to take a moment to provide Unitholders with an overview of the June placement and the rationale behind it.

1

The June capital raising, the subject of the Resolution you are being asked to consider today, was an important step in delivering on the Fund’s strategy of enhancing value by continuing to improve the quality of the portfolio and maximise Unitholder returns.

The capital raised was used to acquire two high quality industrial properties at 69 Studley Court, Derrimut, Victoria and 457 Waterloo Road, Chullora, NSW for a combined purchase price of $37.2 million.

Both properties are modern freestanding warehouse and logistics facilities located in core industrial markets, 100% leased, providing a combined WALE of 10 years and a combined initial yield of 8.6%. The acquisition of these two properties fitted within the Fund’s investment criteria of selecting good quality logistics properties located in core industrial locations with long lease expiries and sound fundamentals. The Properties have enhanced overall portfolio metrics whilst providing Unitholders with secure earnings over the long term.

Benefits to the Fund of this transaction at the time included:

• an increase in WALE to 5.2 years;

• increased exposure to NSW by 3% to 20%;

• increased portfolio value to $337m;

• increased market capitalisation to $186m;

• reduced LVR to 46.9% and;

• maintained NTA at $1.92

The market continues to be supportive of the Fund and its strategy and this is demonstrated by the unit price which is currently trading at $2.12, a 6% premium to the equity issuance price of $2.00 and a 9.3% premium to the NTA at 30 June 2013 of $1.94. In addition we were pleased to see new institutional investors support the acquisition and existing ones increase their investment alongside the existing Unitholders, underscoring the attractiveness of the Fund.

I am also pleased to say that the capital initiatives undertaken in the last 6 months were instrumental in the Fund being included in the S&P/ASX 300 index in September, which has increased liquidity in the Fund and broadened the potential investor base.

The following slide demonstrates the price performance of TIX since listing in December 2012. The Fund’s unit price has outperformed the index by 12.8% during this time. Note this excludes the quarterly distributions that have been paid during the period. What is evident from this data is that the Fund’s unit price lagged the index between December and March prior to the capital initiatives being undertaken. Since March the Fund’s unit price has clearly outperformed the index and this is a clear vindication of the markets overall support for the Fund and its strategy.

2

Before I hand back to the Chairman, I would like to say that the implementation of the Resolution presented here today will assist the Fund to deliver its stated strategy of enhancing value through by pursuing in a measured approach opportunities to grow the Fund and improve asset quality thereby underpinning the future performance of your investment.

I will now hand back to our Chairman who will run through the Resolution in more detail and address any questions Unitholders have.

Thank you.

David van Aanholt (Chairman):

Thank you, Ben.

The Notice of Meeting dated 1 October 2013 contains the motion to be put before Members at today’s meeting. I understand that the Notice of Meeting was sent to all Members, each of the directors, the auditors for the Fund and such other persons as required by the Fund's Constitution at least 21 days before the meeting. This complies with both the Corporations Act and the Fund's Constitution. I will now table the Notice of Meeting. Unless I hear to the contrary, I will take the Notice of Meeting as being read.

The Resolution you will be voting on now appears on the screen. Unless I hear to the contrary, I will also take the Resolution as being read.

The Resolution asks you to ratify the placement of Units to institutional investors in June 2013 as part of the successfully completed capital raising.

Taking advantage of significant institutional interest in the Fund, a fully underwritten placement of 48.6 million Units was made to institutional investors raising $24.3 million at $0.50 per Unit.

You would all be aware that the Fund has performed very well on the ASX since the placement which demonstrates the market’s approval of the Fund’s strategy.

While the placement has improved the Fund’s ability to meet its objective of enhancing portfolio asset quality and earnings and growing distributions, according to the ASX Listing Rules, an entity may not generally, without Member approval, issue in any 12 month period more than 15% of the number of Units on issue 12 months before the date of the issue.

The Board recommends you approve the Resolution in order that the Fund’s equity raising capacity is refreshed.

Refreshment will provide increased funding flexibility and enable the Fund to continue to actively seek acquisition opportunities which complement its investment strategy and thereby

3

assist in meeting its objectives of providing potential for increased income returns and capital growth.

The Resolution is an ordinary resolution and will be passed if more than 50 per cent of votes cast by

or on behalf of Members entitled to vote on the Resolution are in favour of the Resolution.

Voting exclusions apply to the Resolution and are set out on page 3 of the Notice of Meeting which

are taken as being read. However, I am happy to read the voting exclusions if requested.

I direct Unitholders to the results of the pre-meeting proxies which overwhelmingly show support for the Resolution in excess of 97%.

I now move to consider the Resolution – Ratification of the June 2013 institutional placement contained in the Notice of Meeting and as it appears on the screen.

May I now have a show of hands of those Members or their proxies who are in favour of the

Resolution.

Thank you

May I now have a show of hands of those Members or their proxies who are against the Resolution

Thank you

I declare the Resolution [passed/not passed] by the requisite majority.

Ladies and Gentlemen, that concludes the formal business of the meeting and I declare this general meeting of Members of the Fund closed.

I thank you very much for your attendance here today.

4