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CENTURIA INDUSTRIAL REIT — Proxy Solicitation & Information Statement 2021
Feb 4, 2021
64654_rns_2021-02-04_5d15ca1a-521a-41af-974f-df2a4632fcce.pdf
Proxy Solicitation & Information Statement
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CENTURIA INDUSTRIAL REIT
NOTICE OF GENERAL MEETING OF SECURITYHOLDERS
Notice is hereby given that a general meeting of Securityholders ( General Meeting ) of the Centuria Industrial REIT ARSN 099 680 252 ( CIP ) will be held on Wednesday 10 March 2021 at 10:00 am AEDT.
Due to the coronavirus ( COVID-19 ) pandemic, CIP has prioritised the health and wellbeing of its Securityholders, clients and employees. As such to minimise health risks created by the COVID19 pandemic, CIP intends to hold the meeting as a “hybrid” meeting at Level 41, Chifley Tower, 2 Chifley Square, Sydney NSW 2000. As a “hybrid” meeting, Securityholders will be able to participate online or can attend in person. Further instructions in respect of these arrangements are contained in this Notice of General Meeting.
Should you seek to attend in person, CIP will be implementing the appropriate COVID-19 safety measures and comply with the applicable government requirements in force at the time of the meeting.
This Notice of General Meeting is issued by Centuria Property Funds No. 2 Limited ACN 133 363 185 ( CPF2L ) in its capacity as responsible entity of CIP.
Please see the " Voting Instructions: Proxies and authorised representatives " section of this Notice of General Meeting for more instructions.
Terms and abbreviations are defined in the Glossary at the end of this Notice of General Meeting and Explanatory Memorandum.
For further information please refer to the Explanatory Memorandum which accompanies and forms part of this Notice of General Meeting.
ITEM OF BUSINESS
RESOLUTION 1: Ratification of prior issue of Securities pursuant to the Institutional Placement
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of CIP:
“That for the purposes of Listing Rule 7.4 and for all other purposes, Securityholders ratify the issue of 40,849,674 Securities at an issue price of $3.06 per Security pursuant to the institutional placement to raise approximately $125.0 million as detailed in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting."
Voting Exclusion:
CIP will disregard any votes cast in favour of Resolution 1 by or on behalf of:
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(a) a person who participated in the issue referred to;
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(b) an associate of the person named above; or
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(c) a counterparty to the agreement being approved.
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However, CIP need not disregard a vote cast in favour of Resolution 1 by:
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(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form;
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(b) the Chairperson of the General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
VOTING INSTRUCTIONS
Voting entitlement
The Directors have determined that persons holding Securities in CIP at 7:00 pm on Monday 8 March 2021 will, for the purposes of determining voting entitlements at the General Meeting, be taken to be the Securityholders of CIP.
How to vote
Securityholders may vote by attending the meeting in person, by proxy or by authorised representative. Please refer to the information below on how Securityholders can participate in the Meeting.
Proxies and authorised representatives
A Securityholder who is entitled to attend and vote at the General Meeting has the right to appoint a proxy to attend and vote for them. Securityholders are strongly encouraged to complete a Proxy Form to appoint the Chair of the Meeting as their proxy and to provide specific instructions on how the Securityholder's vote is to be exercised on each item of business. The Chair must follow your instructions. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the Meeting. The proxy does not have to be a Securityholder of CIP.
Securityholders holding two or more Securities can appoint either one or two proxies. Where two proxies are appointed, the appointing Securityholder can specify the number of votes or the proportion of the Securityholder’s votes they want each proxy to exercise. If no number or proportion is specified, each proxy may exercise half of the Securityholder's votes. Neither proxy may vote on a show of hands.
Corporate Securityholders must provide CIP with satisfactory evidence of the appointment of any corporate representative prior to the commencement of the General Meeting.
A proxy can be either an individual or a body corporate. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it:
- (a) appoints an individual as its corporate representative to exercise its powers at meetings; and
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- (b) provides CIP with satisfactory evidence of the appointment of its corporate representative prior to commencement of the General Meeting.
The Chairperson of the General Meeting is deemed to be appointed to act as proxy in respect of a signed proxy that is returned and which does not contain the name of a proxy. In addition, if you direct your proxy how to vote and your nominated proxy does not attend (virtually) the General Meeting, or attends (virtually) but does not vote, on a poll on a resolution, the Chairperson will act in place of the nominated proxy and vote in accordance with any instructions.
A proxy form and a reply paid envelope are enclosed with this Notice of General Meeting. If you wish to appoint two proxies, please obtain an additional form from the Registry or make a photocopy of the enclosed proxy form. To be effective, a duly completed proxy form and, if the proxy form is signed by the Securityholder's attorney, the power of attorney or other authority under which the proxy form is signed or a certified copy of the power of attorney or relevant authority must be received at the Registry or at CIP's registered office at least 48 hours before the start of the General Meeting (being no later than 10:00 am (AEDT) on Monday 8 March 2021).
Proxies may be returned to Boardroom Pty Limited as follows:
Online:
https://www.votingonline.com.au/cipgmmar2021
By mail:
GPO Box 3993, Sydney NSW 2001 (a reply paid envelope is enclosed)
In person:
Level 12, 225 George Street Sydney NSW 2001
By facsimile to:
+61 2 9290 9655
Undirected proxies
If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote by marking either “For”, “Against” or “Abstain” against the Resolution on the proxy form. If you do not direct your proxy how to vote, you are authorising your proxy to vote as they decide, subject to any applicable voting exclusions.
If the Chairperson of the General Meeting is your proxy and the appointment directs the way the Chairperson is to vote, the Chairperson must vote on a poll, and must vote as directed, on the proxy form.
However, if the Chairperson is your proxy and you do not direct the way the Chairperson is to vote, then by signing and returning the proxy form you will be expressly authorising the Chairperson to vote as he sees fit. The Chairperson intends to vote available undirected proxies in favour of the Resolution .
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Online Voting Procedures during the Meeting:
As a result of the potential health risks and the Government’s restrictions in response to COVID19, CIP encourages Securityholders to consider lodging a proxy vote in advance of the Meeting.
If you wish to lodge your vote by proxy, please follow the steps on your enclosed personalised Proxy Form and lodge it by 10:00 am (AEDT) on Monday 8 March 2021.
The Meeting will be made accessible to Securityholders online which will include a facility for Securityholders to vote and ask questions in relation to the business of the Meeting. Further instructions in respect of these arrangements can be found below.
Securityholders who wish to participate in the Meeting online may do so:
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a. From their computer, by entering the URL into their browser:
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https://web.lumiagm.com/350945437
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b. From their mobile device by either entering the URL in their browser: https://web.lumiagm.com/350945437 or by using the Lumi AGM app, which is available by downloading the app from the Apple App Store or Google Play Store.
If you choose to participate in the Meeting online or through the app, you can log in to the Meeting by entering:
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Your username, which is your Voter Access Code (VAC) located on your proxy form or Notice of Meeting email.
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Your password, which is the postcode registered to your holding if you are an Australian Securityholder. Overseas Securityholders should refer to the user guide for their password details.
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If you have been nominated as a third party proxy, please contact the Registry on 1800 182 257 or +61 9290 9689.
Attending the Meeting online enables Securityholders to ask questions and cast direct votes at the appropriate times whilst the Meeting is in progress.
Submitting questions
Securityholders are encouraged to submit questions in advance of the Meeting to CIP. Questions must be submitted by emailing the Company Secretary at [email protected] prior to the date of the Meeting.
Securityholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business, however it would be preferable for them to be submitted to CIP in advance of the Meeting. In order to ask a question during the Meeting, please follow the instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. Securityholders are limited to a maximum of two questions each (including any submitted in advance of the Meeting). The Chair will request prior to a Securityholder asking a question that they identify themselves (including the entity name of their securityholding and the number of Securities they hold).
IMPORTANT NOTES
Quorum
CIP's constitution provides that two Securityholders present personally or by proxy, representative or attorney will be a quorum for the General Meeting.
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Voting by poll
The vote on the Resolution will be conducted by way of a poll.
On a poll each Securityholder has one vote for each $1.00 of the value of the units held in CIP.
The Resolution is an ordinary resolution and will be passed if more than 50% of the votes cast on the Resolution are in favour of it.
Attendance
If you plan to attend the General Meeting, we ask that you arrive at the venue at least 15 minutes prior to the time designated for the General Meeting so that we may check the number of your Securities and register your attendance.
CIP will be implementing the appropriate COVID-19 safety measures and comply with the applicable government requirements in force at the time of the meeting.
Alternative arrangements
We will continue to closely monitor the COVID-19 pandemic. In the event, that further changes to the arrangements for the holding of the meeting are required, CIP will endeavour to provide Securityholders with as much notice as practicable.
Appointment of Chairperson
The Chairman of CPF2L, Mr Roger Dobson, is to be the Chairperson of the General Meeting. Failing him, another person appointed by the Board will act as Chairperson of the General Meeting.
By order of the Board of Directors of Centuria Property Funds No. 2 Limited.
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Anna Kovarik Company Secretary 5 February 2021
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EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared to provide Securityholders with information to assess the merits of the Resolution to be put to them at the General Meeting to be held as a “hybrid” meeting at Level 41, Chifley Tower, 2 Chifley Square, Sydney NSW 2000, on Wednesday 10 March 2021 at 10:00 am (AEDT).
You should read the Explanatory Memorandum and the Notice of General Meeting carefully and in their entirety before making any decisions in relation to the Resolution.
2. Resolution 1 - Ratification of prior issue of Securities pursuant to the Institutional Placement
2.1 Background
As announced to CIP's ASX announcement platform on 18 November 2020, CIP issued 40,849,674 Securities to institutional investors to raise approximately $125.0 million to partially fund the acquisition of three cold storage industrial facilities ( Institutional Placement ). The Securities were issued without Securityholder approval under Listing Rule 7.1.
Resolution 1 seeks Securityholder approval for the ratification of the issue of Securities under the Institutional Placement.
2.2 Listing Rule 7.4
Listing Rule 7.1 provides that the number of Securities that can be issued or agreed to be issued by CIP in any 12 month period is limited to 15% of the Securities on issue in CIP at the commencement of that 12 month period, unless:
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an exemption in the Listing Rules applies; or
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CIP has obtained approval from its Securityholders.
Under Listing Rule 7.4, an issue of Securities without approval under Listing Rule 7.1 may be treated as having been made with Securityholder approval for the purpose of Listing Rule 7.1 if:
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the issue did not breach Listing Rule 7.1; and
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holders of ordinary Securities subsequently approve it.
The purpose of Resolution 1 is to refresh CIP's placement capacity to issue, or agree to issue Securities under Listing Rule 7.1 and to provide CIP with the maximum flexibility as to how it manages its future capital requirements.
Accordingly, approval is sought for the purposes of Listing Rule 7.4 to ratify the issue of Securities made under the Institutional Placement.
2.3
Information required under Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the Institutional Placement:
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| Item | Institutional Placement |
|---|---|
| Number of Securities issued for which approval is sought |
40,849,674 Securities. |
| Issue price of the Securities | $3.06 per Security. |
| Date of issue of the Securities | The Securities were issued on 23 November 2020. |
| Terms of the Securities | The Securities were issued on the same terms as existing fully paid, ordinary Securities on issue. |
| Names of the persons to whom CIP issued the Securities or the basis on which those persons were identified or selected |
The Securities were issued pursuant to an institutional placement to existing and new institutional investors that was underwritten by Moelis Australia Advisory Pty Ltd and J.P. Morgan Securities Australia Limited. None of the investors were related parties of CIP. |
| Use of funds | To partially fund the acquisition of three cold storage industrial facilities. |
2.4 Directors' Recommendation
The Directors unanimously recommend that Securityholders vote FOR Resolution 1.
The Chairperson of the General Meeting intends to vote all available proxies FOR Resolution 1.
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Glossary
In this Notice of General Meeting, the following words have the meanings shown:
| ASX | ASX Limited or the Australian Securities Exchange operated by ASX |
|---|---|
| Limited, as the context requires. | |
| Board | the board of Directors. |
| Chairperson | the person appointed by the Board to act as chairperson of the General |
| Meeting. | |
| CIP | Centuria Industrial REIT ARSN 099 680 252 or CPF2L as responsible |
| entity for Centuria Industrial REIT, as the context requires. | |
| CPF2L | means Centuria Property Funds No. 2 Limited ACN 133 363 185 in its |
| capacity as responsible entity of CIP. | |
| Director | a director of CPF2L. |
| Explanatory | this explanatory memorandum. |
| Memorandum | |
| General Meeting or | the general meeting of Securityholders of CIP to be held on 10 March 2021 |
| Meeting | at 10:00 am (AEDT). |
| Institutional Placement | the institutional placement announced by CIP to the ASX on 18 November |
| 2020, pursuant to which CIP issued 40,849,674 Securities to existing and | |
| new institutional investors. | |
| Listing Rules | the listing rules of the ASX. |
| Notice of General | this notice of general meeting, including the Explanatory Memorandum. |
| Meeting | |
| Registry | Boardroom Pty Limited ACN 003 209 836. |
| Security | a fully paid ordinary unit in CIP. |
| Securityholder | a holder of a Security. |
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Virtual Meeting User Guide
Getting Started
In order to participate in the meeting, you will need to download the App onto your smartphone device. This can be downloaded from the Google Play Store™ or the Apple® App Store by searching by app name “ Lumi AGM ”.
Alternatively, Lumi AGM can be accessed using any web browser on a PC, tablet or smartphone device. To use this method, please go to https://web.lumiagm.com .
To log in to the portal, you will need the following information:
Meeting ID: 350-945-437
Australian Username - Voting Access Code (VAC) and Password (postcode of your registered Residents address) Voting Access Code (VAC) can be located on the first page of your proxy form or on your notice of meeting email.
Overseas Username - Voting Access Code (VAC) and Password (three character country code e.g. Residents New Zealand – NZL. A full list of country codes can be found at the end of this guide.) Voting Access Code (VAC) can be located on the first page of your proxy form or on your notice of meeting email. A full list of country codes can be found at the end of this guide.
Appointed To receive your Username and Password, please contact our share registry, Boardroom Pty
Proxy Ltd on 1800 182 257 or +61 2 9290 9689 between 8:30am to 5:30pm (Sydney time) Monday to Friday the day before the meeting.
To join the meeting, you will be required to enter the above unique 9 digit meeting ID and select ‘ Join ’. To proceed to registration, you will be asked to read and accept the terms and conditions.
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If you are a Shareholder , select 'I have a login' and enter your Username VAC (Voting Access Code) and Password (postcode or country code). If you are a Proxyholder you will need to enter the unique Username and Password provided by Boardroom and select ‘Login’.
If you are not a Shareholder, select ‘I am a guest’. You will be asked to enter your name and email details, then select ‘Enter’. Please note, guests are not able to ask questions at the meeting.
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Navigating
Once you have registered, you will be taken to the homepage which displays your name and meeting information.
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To ask a Question
If you would like to ask a question:
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Select the question icon
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Compose your question.
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Select the send icon
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You will receive confirmation that your question has been received.
The Chair will give all Shareholders a reasonable opportunity to ask questions and will endeavor to answer all questions at the Meeting.
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To Vote
If you would like to cast a vote:
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When the Chair declares the polls open, the resolutions and voting choices will appear.
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Press the option corresponding with the way in which you wish to vote.
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Once the option has been selected, the vote will appear in blue.
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If you change your mind and wish to change your vote, you can simply press the new vote or cancel your vote at any time before the Chair closes the polls.
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Upon conclusion of the meeting the home screen will be updated to state that the meeting is now closed.
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Need help? If you require any help using this system prior to or during the Meeting, please call 1800 182 257 or +61 2 9290 9689 so we can assist you
Country Codes
For overseas shareholders, select your country code from the list below and enter it into the password field.
| ABW Aruba AFG Afghanistan AGO Angola AIA Anguilla ALA Aland Islands ALB Albania AND Andorra ANT Netherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASM American Samoa ATA Antarctica ATF French Southern ATG Antigua & Barbuda AUS Australia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BEN Benin BFA Burkina Faso BGD Bangladesh BGR Bulgaria BHR Bahrain BHS Bahamas BIH Bosnia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOL Bolivia BRA Brazil BRB Barbados BRN Brunei Darussalam BTN Bhutan BUR Burma BVT Bouvet Island BWA Botswana CAF Central African Republic CAN Canada CCK Cocos (Keeling) Islands CHE Switzerland CHL Chile CHN China CIV Cote D’ivoire CMR Cameroon COD Democratic Republic of Congo COK Cook Islands COL Colombia COM Comoros CPV Cape Verde CRI Costa Rica CUB Cuba CYM Cayman Islands CYP Cyprus CXR Christmas Island CZE Czech Republic DEU Germany DJI Djibouti DMA Dominica DNK Denmark DOM Dominican Republic |
DZA Algeria ECU Ecuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Islands (Malvinas) FRA France FRO Faroe Islands FSM Micronesia GAB Gabon GBR United Kingdom GEO Georgia GGY Guernsey GHA Ghana GIB Gibraltar GIN Guinea GLP Guadeloupe GMB Gambia GNB Guinea-Bissau GNQ Equatorial Guinea GRC Greece GRD Grenada GRL Greenland GTM Guatemala GUF French Guiana GUM Guam GUY Guyana HKG Hong Kong HMD Heard & Mcdonald Islands HND Honduras HRV Croatia HTI Haiti HUN Hungary IDN Indonesia IMN Isle Of Man IND India IOT British Indian Ocean Territory IRL Ireland IRN Iran Islamic Republic of IRQ Iraq ISM Isle of Man ISL Iceland ISR Israel ITA Italy JAM Jamaica JEY Jersey JOR Jordan JPN Japan KAZ Kazakhstan KEN Kenya KGZ Kyrgyzstan KHM Cambodia KIR Kiribati KNA St Kitts And Nevis KOR Korea Republic of KWT Kuwait LAO Laos LBN Lebanon |
LBR Liberia LBY Libyan Arab Jamahiriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MAC Macao MAF St Martin MAR Morocco MCO Monaco MDA Republic Of Moldova MDG Madagascar MDV Maldives MEX Mexico MHL Marshall Islands MKD Macedonia Former Yugoslav Rep MLI Mali MLT Mauritania MMR Myanmar MNE Montenegro MNG Mongolia MNP Northern Mariana Islands MOZ Mozambique MRT Mauritania MSR Montserrat MTQ Martinique MUS Mauritius MWI Malawi MYS Malaysia MYT Mayotte NAM Namibia NCL New Caledonia NER Niger NFK Norfolk Island NGA Nigeria NIC Nicaragua NIU Niue NLD Netherlands NOR Norway Montenegro NPL Nepal NRU Nauru NZL New Zealand OMN Oman PAK Pakistan PAN Panama PCN Pitcairn Islands PER Peru PHL Philippines PLW Palau PNG Papua New Guinea POL Poland PRI Puerto Rico PRK Korea Dem Peoples Republic of PRT Portugal PRY Paraguay PSE Palestinian Territory Occupied PYF French Polynesia QAT Qatar REU Reunion |
ROU Romania |
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| RUS Russian Federation |
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| RWA Rwanda |
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| SAU Saudi Arabia Kingdom Of |
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| SDN Sudan |
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| SEN Senegal |
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| SGP Singapore |
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| SGS Sth Georgia & Sth Sandwich Isl |
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| SHN St Helena |
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| SJM Svalbard & Jan Mayen |
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| SLB Solomon Islands |
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| SCG Serbia & Outlying |
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| SLE Sierra Leone |
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| SLV El Salvador |
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| SMR San Marino |
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| SOM Somalia |
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| SPM St Pierre And Miquelon |
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| SRB Serbia |
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| STP Sao Tome And Principe |
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| SUR Suriname |
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| SVK Slovakia |
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| SVN Slovenia |
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| SWE Sweden |
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| SWZ Swaziland |
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| SYC Seychelles |
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| SYR Syrian Arab Republic |
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| TCA Turks & Caicos Islands |
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| TCD Chad |
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| TGO Togo |
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| THA Thailand |
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| TJK Tajikistan |
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| TKL Tokelau |
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| TKM Turkmenistan |
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| TLS Timor-Leste |
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| TMP East Timor |
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| TON Tonga |
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| TTO Trinidad & Tobago |
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| TUN Tunisia |
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| TUR Turkey |
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| TUV Tuvalu |
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| TWN Taiwan |
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| TZA Tanzania United Republic of |
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| UGA Uganda |
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| UKR Ukraine |
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| UMI United States Minor |
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| URY Uruguay |
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| USA United States of America |
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| UZB Uzbekistan |
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| VNM Vietnam |
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| VUT Vanuatu |
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| WLF Wallis & Futuna |
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| WSM Samoa |
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| YEM Yemen |
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| YMD Yemen Democratic |
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| YUG Yugoslavia Socialist Fed Rep |
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| ZAF South Africa |
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| ZAR Zaire |
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| ZMB Zambia |
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| ZWE Zimbabwe |
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All Correspondence to:
- By Mail Centuria Investor Services GPO Box 3993 Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655
Online: www.CenturiaInvestor.com.au
By Phone: (within Australia) 1800 182 257 (outside Australia) +61 2 9290 9689
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 10:00am (AEDT) on Monday 8 March 2021
TO VOTE ONLINE
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BY SMARTPHONE
STEP 1: VISIT https://www.votingonline.com.au/cipgmmar2021 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):
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Scan QR Code using smartphone QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a unitholders of the company. Do not write the name of the issuer company or the registered unitholders in the space.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.
STEP 3 SIGN THE FORM
The form must be signed as follows: Individual: this form is to be signed by the unitholders.
Joint Holding : where the holding is in more than one name, all the unitholders should sign. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 LODGEMENT
Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (AEDT) on Monday 8 March 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
| Online | https://www.votingonline.com.au/cipgmmar2021 |
|---|---|
| By Fax | + 61 2 9290 9655 |
| By Mail | Centuria Investor Services GPO Box 3993, Sydney NSW 2001 Australia |
| In Person | Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia |
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist registration .
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Centuria Industrial REIT
ARSN 099 680 252
Your Address
This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Unitholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
PROXY FORM
STEP 1 APPOINT A PROXY
I/We being a member/s of Centuria Industrial REIT (Fund) and entitled to attend and vote hereby appoint:
the Chair of the Meeting (mark box)
OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered unitholders) you are appointing as your proxy below
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Fund to be held online at https://web.lumiagm.com/ 350-945-437 and at Level 41, Chifley Tower, 2 Chifley Square, Sydney NSW 2000 on Wednesday 10 March 2021 at 10:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
The Chair of the Meeting intends to vote undirected proxies in favour of the item of business.
STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.
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For Against Abstain
Resolution 1 Ratification of prior issue of Securities pursuant to the Institutional Placement
STEP 3 SIGNATURE OF UNITHOLDERS
This form must be signed to enable your directions to be implemented.
Individual or Unitholders 1 Unitholders 2 Unitholders 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021
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