CENTURIA INDUSTRIAL REIT — Capital/Financing Update 2018

Dec 3, 2018

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 Property Funds No. 2 Limited ACN 133 363 185 ( CPF2L ) in its capacity as responsible entity of Centuria Industrial REIT ( CIP ) ARSN 099 680 252

ABN

CPF2L - ABN 38 133 363 185 CIP - ARSN 099 680 252

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).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary units in CIP (Units)
	CPF2L as responsible entity of CIP proposes to issue approximately $51 million worth of new Units (New Units) pursuant to the terms of the pro-rata non-renounceable entitlement offer announced to ASX on 4 December 2018 (Entitlement Offer). The final number of New Units to be issued under the Entitlement Offer is still to be finalised, and will be subject to the determination of CPF2L and holding reconciliation and rounding (as applicable).

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) 4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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	The New Units will be issued on the same terms as existing Units on issue.
	Yes. The New Units will rank equally in all respects from the issue date with the existing Units on issue.
	$2.77 per New Unit.
	Please refer to the ASX announcement released on 4 December 2018 for the purpose of the issue.
	No
	N/A

• See chapter 19 for defined terms.

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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 7 +Issue dates 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.	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	The proposed issue and allotment date for the institutional component of the Entitlement Offer and early acceptance under the retail component of the Entitlement Offer is 18 December 2018. The proposed issue and allotment date for the balance of the retail component of the Entitlement Offer is 27 December 2018.

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) art 2 - Pro rata issue 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 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	Number	+Class
	248,357,166 currently (excluding the New Units to be issued under the Entitlement Offer).	Fully paid ordinary Units
	Number	+Class
	Nil	Nil
	The existing CIP distribution policy applies to all New Units to be issued.
	No
	Non-renounceable
	1 New Unit for every 13.5 existing Units held by the relevant unitholder at the Record Date
	Fully paid ordinary units in CIP.
	7:00pm (AEDT), 6 December 2018
	N/A
	Where fractions arise in the calculation of securityholders' entitlements, they will be rounded upto the nearest whole number of New Units.

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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18 19 20 21 22 23 24 25 26	Names of countries in which the entity has security holders who will notbe 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 acceptances or renunciations Names of any underwriters Amount of any underwriting fee or commission Names of any brokers to the issue Fee or commission payable to the broker to the issue Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders If the issue is contingent on security holders’ approval, the date of the meeting Date entitlement and acceptance form and offer documents will be sent to persons entitled	For the institutional component of the Entitlement Offer, all countries other than Australia, New Zealand, Singapore and Hong Kong. For the retail component of the Entitlement Offer, all countries other than Australia and New Zealand.
		For the institutional component of the Entitlement Offer, 4 December 2018. For early acceptance under the retail component of the Entitlement Offer, 5pm (AEDT) on 14 December 2018. For the retail component of the Entitlement Offer, 5pm(AEDT)on 19 December 2018.
		Moelis Australia Advisory Pty Ltd ABN 72 142 008 446 and UBS AG, Australia Branch ABN 47 088 129 613(Underwriters)
		CPF2L has agreed to pay 1% of the proceeds of the Entitlement Offer to the Underwriters as a management fee and 2% of the proceeds of the Entitlement Offer (other than proceeds raised from the acceptance of the Entitlement Offer by Centuria Life Limited ACN 087 649 054, Centuria Investment Holdings Pty Limited ACN 116 455 862 as trustee for Centuria Capital No. 2 Industrial Fund and Centuria Property Funds No. 2 Limited ACN 133 363 185) as an underwriting fee.
		N/A
		N/A
		N/A
		N/A
		A Retail Entitlement Offer Booklet and Entitlement and Acceptance Form will be sent to eligible CIP retail securityholders on 10 December 2018.

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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	The proposed issue and allotment date for the institutional component of the Entitlement Offer (and early acceptance under the retail component of the Entitlement Offer) is 18 December 2018. The proposed issue and allotment date for the balance of the New Units to be issued under the retail component of the Entitlement Offer is 27 December 2018.

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

• See chapter 19 for defined terms.

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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 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	N/A
	N/A
	N/A

41 Reason for request for quotation N/A 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 N/A N/A +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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:

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

Date: 4 December 2018

Company secretary

Print name: Anna Kovarik

• See chapter 19 for defined terms.

== == == == ==

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