CENTURIA INDUSTRIAL REIT — M&A Activity 2015

Jan 4, 2015

5 January 2015

==> picture [142 x 60] intentionally omitted <==

ASX Release

Review of 360 Capital Industrial Fund Scheme Proposal

Background to Scheme Proposal

On 18 December 2014 Fife Capital Funds Limited (“ Responsible Entity ”), the responsible entity for the Australian Industrial REIT (“ ANI ” or the “ Fund ”) announced that it had received an unsolicited, indicative, nonbinding proposal from 360 Capital Investment Management Limited (“ CIML ”) as responsible entity for 360 Capital Industrial Fund (“ TIX ”) to acquire all outstanding units in ANI by way of an agreed trust scheme for 100% scrip consideration (the “ Scheme Proposal ”). The Scheme Proposal is a full scrip offer of 0.89 TIX units for every ANI unit.

The Scheme Proposal is subject to a number of conditions including TIX being granted a 4 week period of exclusive due diligence.

Subsequent to the receipt of the Scheme Proposal, on 19 December 2014 TIX announced an unsolicited offmarket all scrip takeover offer for all outstanding ANI units (“ Takeover Offer ”). The proposed consideration under the Takeover Offer is 0.89 TIX units for each ANI unit. A condition of the Takeover Offer is that ANI and TIX do not enter into a merger implementation deed for an agreed trust scheme pursuant to which TIX would acquire all the units in ANI (such as the Scheme Proposal).

Review of Scheme Proposal

The Independent Board Committee of the Responsible Entity has reviewed the Scheme Proposal in conjunction with its financial advisers UBS AG, Australia Branch and Fort Street Advisers and its legal adviser King & Wood Mallesons.

As part of this review, on 22 December 2014, the Independent Board Committee, through its advisers, sought further information from CIML to assist in its assessment of the Scheme Proposal. As at the date of this announcement, CIML has not provided any of the requested information, and accordingly, the Independent Board Committee’s review has been based on publicly available information.

The Independent Board Committee has significant concerns in relation to a number of elements of the Scheme Proposal. These concerns include, but are not limited to:

• the lack of compelling strategic benefits that would flow to ANI unitholders from the Scheme Proposal;

• the assessed financial impact of the Scheme Proposal on ANI unitholders;

• the consideration under the Scheme Proposal being 100% TIX scrip;

• the small control premium payable to ANI unitholders; and

• a change in management away from Fife Capital which could include a loss of access to Fife Capital’s track record of built to suit development opportunities.

Accordingly the Independent Board Committee has determined not to further engage with CIML in relation to the Scheme Proposal.

___________________________________________________________________________________________________________________________ Fife Capital Funds Limited (ACN 130 077 735) (AFSL 438693) as responsible entity for Australian Industrial REIT (ARSN 165 651 301) Level 12, 89 York Street, Sydney NSW 2000 Telephone +612 9251 2777 Facsimile +612 9251 2877

==> picture [112 x 47] intentionally omitted <==

No impact on Takeover Offer

The determination of the Independent Board Committee not to engage with CIML in relation to the Scheme Proposal does not affect the Takeover Offer. The Directors of the Responsible Entity will make a recommendation to ANI unitholders concerning the Takeover Offer, and advise ANI unitholders of how they each propose to deal with their ANI units under the Takeover Offer, in a Target’s Statement to be issued by the Responsible Entity once TIX has issued its Bidder’s Statement and made offers to ANI unitholders.

The Responsible Entity remains committed to maximising value for all ANI unitholders.

No action is required by ANI unitholders at this time.

The Responsible Entity will provide further updates to the market as appropriate.

– ENDS –

For further information please contact:

Rod Pearse Keir Barnes Independent Chairman Chief Financial Officer & Company Secretary Fife Capital Funds Limited Fife Capital Funds Limited Telephone: +61 2 9251 2777 Telephone: +61 2 9251 2777 Website: www.aireit.com.au Website: www.aireit.com.au

About the Australian Industrial REIT (ASX: ANI)

The Fund is an Australian real estate investment trust that offers investors exposure to a quality portfolio of 16 industrial properties with a total value of $308.4 million located across Sydney, Melbourne and Perth. The Fund’s earnings are underpinned by the portfolio’s long average lease term, with leases to a range of quality tenants.

Page 2