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CENTURIA INDUSTRIAL REIT Proxy Solicitation & Information Statement 2025

Nov 23, 2025

64654_rns_2025-11-23_8f97c212-3566-4af9-980d-5bcd3ddcd267.pdf

Proxy Solicitation & Information Statement

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Centuria Industrial REIT (CIP)
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Notice of General Meeting

SYDNEY (Monday, 24 November 2025) - Centuria Industrial REIT ( ASX: CIP ) attaches a copy of its Notice of General Meeting and a sample Proxy Form, which will also be available on Centuria Industrial REIT’s website.

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For more information please contact:

Grant Nichols Tim Mitchell Alexandra Koolman CIP Fund Manager Group Head of Investor Relations Group Communications Manager Centuria Industrial REIT Centuria Capital Limited Centuria Capital Limited Phone: 02 8923 8923 Phone: 02 8923 8923 Phone: 02 8923 8923 Email: [email protected] Email: [email protected] Email: [email protected]

Authorised for release by Anna Kovarik, Company Secretary.

About Centuria Industrial REIT

CIP is Australia’s largest domestic pure play industrial REIT and is included in the S&P/ASX 200 Index. CIP’s portfolio of high-quality industrial assets is situated in key metropolitan locations throughout Australia and is underpinned by a quality and diverse tenant base. CIP is overseen by a hands-on, active manager and provides investors with income and an opportunity for capital growth from a pure play portfolio of high-quality Australian industrial assets.

Centuria Property Funds No. 2 Limited (CPF2L) is the Responsible Entity for the ASX-listed Centuria Industrial REIT (CIP) (ARSN 099 680 252). CPF2L is a wholly owned subsidiary of Centuria Capital Group (CNI). CNI is an ASX-listed specialist investment manager with $20.6 billion in total assets under management (as at 30 June 2025) and strong offerings across listed real estate investment trusts, unlisted real estate funds and investment bonds. www.centuria.com.au

T: 02 8923 8923 E: [email protected] F: 02 9460 2960 www.centuria.com.au

Centuria Property Funds No.2 Limited ABN 38 133 363 185 | AFSL 340 304

Level 41, Chifley Tower 2 Chifley Square, Sydney NSW 2000

Centuria Industrial REIT Notice of 2025 General Meeting

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Centuria Industrial REIT Chairman's letter
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35 CAMBRIDGE STREET, COORPAROO QLD
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Chairman's letter Centuria Industrial REIT

Chairman's letter

24 November 2025

Dear Unitholder,

I am pleased to invite you to the general meeting ( Meeting ) of Centuria Industrial REIT ARSN 099 680 252 (ASX:CIP) ( CIP, Fund ) which is to be held as follows:

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Date: Wednesday 17 December 2025
Time: 12:00pm (AEDT)
Location:
Level 41, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
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The Meeting is being convened to seek approval from Fund Unitholders for a resolution proposed to refresh the Fund’s 15% placement capacity under the ASX Listing Rules.

If you would like to attend the Meeting, registration will commence at 11:00am (AEDT). To assist with the registration process, please bring the enclosed Proxy Form with you.

For those that are unable to attend the meeting, a live webcast will be made available.

The following documents are enclosed with this letter:

  • Notice of Meeting including:

  • Item of Business;

  • Explanatory Notes; and

  • Proxy Form.

Even if you plan to attend and vote at the Meeting, we encourage you to submit your votes in advance of the Meeting (along with any questions) so that your votes are still counted if for any reason you cannot vote on the day. You can vote in advance by direct voting or by the appointment of a proxy.

Thank you for your support of the Fund during the year and I look forward to seeing you at the Meeting.

Yours sincerely,

Roger Dobson Chairman

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Centuria Industrial REIT Meeting webcast

Meeting webcast

These instructions are designed to provide Unitholders with information that is required to view the Meeting live webcast (audio and presentation only).

To view the live webcast

You will need

A computer, tablet or mobile device with internet access – please note that a desktop or laptop computer will provide the most optimal viewing experience.

Access link - https://surl.ms/LU7

Before the Meeting

Ensure your internet browser is compatible with the Meeting webcast platform.

On the day of the Meeting

Go to https://surl.ms/LU7 to access the Meeting webcast platform.

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Meeting webcast Centuria Industrial REIT

Voting

Please read this Notice of Meeting in full before voting or appointing a proxy.

Before the Meeting

You can vote or appoint a proxy online at votingonline.com.au/cipgm2025 .

If you have received this Notice of Meeting by email, you can vote or appoint a proxy online using the personalised voting instructions included in the email.

Please note, if you are voting before the Meeting or appointing a proxy, your directions must be received by Boardroom (the Fund’s registry) no later than 12:00pm (AEDT) on Monday 15 December 2025 to be valid.

After the Meeting

The voting results will be made available on the ASX Market Announcements Platform and the Fund’s website at centuria.com.au/industrial-reit/investor-centre shortly after the conclusion of the Meeting.

To ask questions before or during the Meeting, or make comments during the Meeting

Before the Meeting

Before the Meeting Ask the Board Select the 'Ask the Board' option when voting or appointing a proxy online at votingonline.com. au/cipgm2025 (see instructions above), or email your question to the Company Secretary of the Responsible Entity [email protected] .

If you are submitting a question before the Meeting, please ensure that they are received by 12:00pm (AEDT) on Monday 15 December 2025 .

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Centuria Industrial REIT Notice of Meeting

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90-118 BOLINDA ROAD, CAMPBELLFIELD VIC
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Notice of Meeting Centuria Industrial REIT

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Notice of Meeting

Notice is hereby given that a general meeting of the Unitholders of Centuria Industrial REIT ARSN 099 680 252 (Fund) will be held on Wednesday 17 December 2025 at 12:00pm (AEDT).

Unitholders can attend in person at Level 41, Chifley Tower, 2 Chifley Square, Sydney NSW 2000, or view the Meeting via the online live webcast. Information on how to view the meeting online is set out in this Notice of Meeting.

This Notice of Meeting is issued by Centuria Property Funds No. 2 Limited in its capacity as responsible entity for the Fund.

Terms and abbreviations are defined in the Glossary at the end of this Notice of Meeting and Explanatory Notes.

For further information, please refer to the Explanatory Notes which accompany and form part of this Notice of Meeting.

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Centuria Industrial REIT Item of business

Item of business

Item 1. Approval under Listing Rule 7.4 to refresh the Fund’s 15% placement capacity under ASX Listing Rule 7.1

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, unitholders ratify the issue of 1,625 Exchangeable Notes which are exchangeable into a maximum of 81,250,000 Units in the Fund (based on an initial exchange price of $4.00) on 3 September 2025 as announced to the ASX on 27 and 28 August 2025 and summarised in the Explanatory Notes.”

Voting exclusions apply to this proposed resolution (as described below).

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32-54 KAURNA AVENUE, EDINBURGH SA
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Voting exclusions statements Centuria Industrial REIT

Voting exclusions statements

The Corporations Act and the Listing Rules require that certain persons must not vote, and the Responsible Entity must disregard any votes cast by or on behalf of certain persons, on the resolution to be considered at the Meeting. These voting exclusions are described below.

Voting exclusion: Item 1 - Approval under Listing Rule 7.4 to refresh the Fund’s 15% placement capacity under ASX Listing Rule 7.1

Pursuant to section 253E of the Corporations Act, the Responsible Entity and its associates are not entitled to vote the Units held by them if they have an interest in the resolution set out in Item 1 other than as a Unitholder. As far as the Responsible Entity is aware, neither it nor any of its associates have an interest in the resolution set out in Item 1 other than as a Unitholder.

In respect of the resolution set out in Item 1, in accordance with the Listing Rules, the Responsible Entity will disregard any votes cast in favour of the resolution by or on behalf of:

  • any person who participated in the issue of the Exchangeable Notes; or

  • an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the resolution by:

  • any person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairperson to vote on the resolution as the Chairperson decides; or

  • a Unitholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the Unitholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • the Unitholder votes on the resolution in accordance with directions given by the beneficiary to the Unitholder to vote in that way.

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Centuria Industrial REIT Voting instructions
23-41 GALWAY AVENUE, MARLESTON SA
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Voting instructions Centuria Industrial REIT

Voting instructions

Voting entitlement

The Responsible Entity has determined that persons holding Units at 7:00pm (AEDT) on Monday 15 December 2025 will, for the purposes of determining voting entitlements at the Meeting, be taken to be the Unitholders of the Fund.

Resolutions will be by poll

The Board considers voting by poll to be in the best interests of the Unitholders as a whole as it ensures the views of as many Unitholders as possible are represented at the Meeting. Accordingly, the resolution will be voted on by a poll.

Proxies and authorised representatives

Unitholders who are entitled to attend and vote at the Meeting have the right to appoint a proxy to attend and vote for them. Unitholders are encouraged to complete a Proxy Form to appoint the Chairperson of the Meeting as their proxy and to provide specific instructions on how the Unitholder’s vote is to be exercised on the Item of business. The Chairperson must follow your instructions. If a person other than the Chairperson is appointed as proxy, the proxy will revert to the Chairperson in the absence of the appointed proxy holder’s attendance at the Meeting. The proxy does not have to be a Unitholder.

Unitholders holding two or more Units can appoint either one or two proxies. Where two proxies are appointed, the appointing Unitholder can specify the number of votes or the proportion of the Unitholder’s votes they want each proxy to exercise. If no number or proportion is specified, each proxy may exercise half of the Unitholder’s votes.

Corporate Unitholders must provide the Responsible Entity with satisfactory evidence of the appointment of any corporate representative, prior to the commencement of the 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:

  • appoints an individual as its corporate representative to exercise its powers at meetings; and

  • provides the Responsible Entity with satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

If a proxy appointment is signed by the Unitholder but does not name the proxy or proxies in whose favour it is given, the Chairperson may either act as proxy or complete the proxy appointment by inserting the name or names of one or more Directors or the Company Secretary. In addition, if you direct your proxy how to vote and your nominated proxy does not attend the Meeting, or attends but does not vote on a poll on the resolution, the Chairperson of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions.

If you received this Notice of Meeting by mail, a Proxy Form and a reply paid envelope are enclosed with this Notice of Meeting. If you wish to appoint two proxies, please obtain an additional form from the Fund’s registry or make a photocopy of the enclosed Proxy Form. To be effective, a duly completed Proxy Form and the power of attorney (if any) under which the Proxy Form is signed or a certified copy of the relevant authority must be received at the Fund’s registry or at the Responsible Entity’s registered office at least 48 hours before the start of the Meeting (being no later than 12:00pm (AEDT) on Monday 15 December 2025 ).

Proxies may be returned to Boardroom as follows:

Online at: votingonline.com.au/cipgm2025

By mail: Centuria Industrial REIT C/-Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia (a reply-paid envelope is enclosed if you have received this Notice of Meeting by mail)

In person: Centuria Industrial REIT C/-Boardroom Pty Limited Level 8, 210 George Street, Sydney NSW 2000

By facsimile to: (+61 2) 9290 9655

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Centuria Industrial REIT Voting instructions

Undirected proxies

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on the Item of business by marking “For”, “Against” or “Abstain” against the Item of business 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 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 in respect of the resolution.

The Chairperson of the Meeting intends to vote all available undirected proxies in favour of the resolution.

Submitting questions

Unitholders are encouraged to submit questions in advance of the Meeting to the Responsible Entity. Questions must be submitted by emailing the Company Secretary at [email protected] prior to the date of the Meeting.

If you are submitting a question or comment before the Meeting, please ensure it is received by 12:00pm (AEDT) on Monday 15 December 2025 .

The Chairperson will allow Unitholders the opportunity to ask questions during the Meeting on the formal Item of business. However, it would be preferable for questions to be submitted to the Responsible Entity in advance of the Meeting. In order to ask a question during the Meeting, please follow the instructions from the Chairperson. The Chairperson will provide Unitholders with a reasonable opportunity to ask relevant questions or make relevant comments in relation to the Item of business.

The Chairperson will attempt to respond to all questions during the Meeting. In the interests of all participating Unitholders:

  • please ensure that your question or comment relates to the Item of business. Unrelated questions that are received during the Meeting will not be addressed by the Chairperson of the Meeting during the Meeting; and

  • where similar questions are received from different Unitholders, the Chairperson of the Meeting will provide a single response in order to streamline the conduct of the Meeting.

Technical difficulties

Technical difficulties may arise during the course of the Meeting. The Chairperson has discretion as to whether and how the Meeting should proceed if a technical difficulty arises. In exercising this discretion, the Chairperson will consider the number of Unitholders affected and the extent to which participation in the business of the Meeting is affected. Where the Chairperson considers it appropriate, the Chairperson may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. Accordingly, Unitholders are encouraged to lodge a directed proxy or direct vote in advance of the Meeting even if they plan to participate in the Meeting.

Appointment of Chairperson

The Chairman of the Responsible Entity, Roger Dobson, is to be the Chairperson of the Meeting. Failing him, another person appointed by the Board will act as Chairperson of the Meeting.

By order of the Board of Directors of Centuria Property Funds No. 2 Limited.

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Anna Kovarik Company Secretary

24 November 2025

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Explanatory notes Centuria Industrial REIT

Explanatory notes

These Explanatory Notes have been prepared to provide Unitholders with sufficient information to assess the merits of the resolution and the business to be conducted at the Meeting. You should read these Explanatory Notes in full before making any decisions in relation to the resolution.

Item 1 - Approval under Listing Rule 7.4 to refresh the Fund’s 15% placement capacity under ASX Listing Rule 7.1

Purpose of Item 1

On 27 and 28 August 2025, the Responsible Entity announced:

  • the launch by the Fund of a fully underwritten A$325m guaranteed exchangeable notes offering due September 2030 ( Exchangeable Notes ), with those notes exchangeable into Units in the Fund; and

  • a concurrent reverse bookbuild process to repurchase up to A$300m of the outstanding 3.95% exchangeable notes due in March 2028 ( Existing Notes ) by CIP Funding Pty Limited.

As a result of this offer, a wholly owned subsidiary of the Fund issued 1,625 Exchangeable Notes in the Fund on 3 September 2025 which are exchangeable into a maximum of 81,250,000 Units in the Fund (based on an initial exchange price of $4.00). Further details of the issue are set out in the ASX announcements dated 27 August 2025 and 28 August 2025.

The resolution in Item 1 seeks Unitholder approval for the prior issue of the Exchangeable Notes, on the basis that they are convertible for up to 81,250,000 Units in the Fund. The Exchangeable Notes were issued to repurchase the Existing Notes, and to the extent not required for that purpose, for general corporate purposes.

Listing Rules 7.1 and 7.4

Listing Rule 7.1 provides that the number of Equity Securities in the Fund that can be issued or agreed to be issued by the Responsible Entity in any 12 month period is limited to 15% of the Units on issue in the Fund at the commencement of that 12 month period ( 15% Placement Capacity ) unless:

  • an exemption in the Listing Rules applies; or

  • the Responsible Entity has obtained approval from Unitholders in the Fund.

Under Listing Rule 7.4, an issue of Equity Securities without approval under Listing Rule 7.1 may be treated as having been made with Unitholder approval for the purpose of Listing Rule 7.1 (and therefore not counted towards the 15% Placement Capacity) if:

  • the issue did not breach Listing Rule 7.1; and

  • the Unitholders subsequently approve it.

The purpose of the resolution in Item 1 is to, for the purposes of Listing Rule 7.4, approve the prior issue of 1,625 Exchangeable Notes, convertible for up to 81,250,000 Units in the Fund, so as to refresh the Responsible Entity's placement capacity to issue, or agree to issue, Equity Securities in the Fund under Listing Rule 7.1.

If the resolution in Item 1 is passed, the issue of Exchangeable Notes will be excluded in calculating the Fund’s 15% Placement Capacity under Listing Rule 7.1, thereby increasing the number of Equity Securities the Responsible Entity can issue without Unitholder approval over the 12-month period following the issue date. This will provide the Responsible Entity pending with maximum flexibility to manage its future capital requirements.

If the resolution in Item 1 is not passed, the issue of the Exchangeable Notes will be included in calculating the Fund’s 15% Placement Capacity, effectively decreasing the number of Equity Securities it can issue without Unitholder approval over the 12-month period following the date of issue of the Exchangeable Notes.

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Centuria Industrial REIT Explanatory notes

Information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the issue of the Exchangeable Notes.

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Number and class of securities issued for which approval 1,625 exchangeable debt securities (convertible to up to
is sought 81,250,000 fully paid ordinary Units in CIP)
Date of issue of the Exchangeable Notes 3 September 2025 ( Settlement Date )
Material terms of the Exchangeable Notes The material terms of the Exchangeable Notes are set out
in the Annexure.
Name of the persons to whom the Responsible Entity The Exchangeable Notes were listed on the Singapore
issued the Exchangeable Notes or the basis on which Exchange (SGX-ST), and issued to investors on that
those persons were identified or selected exchange after consideration of the recommendations
from the Joint Lead Managers, being J.P. Morgan Securities
plc, Jefferies (Australia Pty Ltd) and Morgan Stanley & Co
International plc for the Exchangeable Note raise.
The price or other consideration received for the $200,000 per Exchangeable Note
Exchangeable Notes
Purposes of the issue, including use or intended use of The Exchangeable Notes were issued to repurchase the
funds raised by the issue Existing Notes, and to the extent not required for that
purpose, for general corporate purposes.
Who can exchange the Exchangeable Notes Holders of the Exchangeable Notes, subject to the issuer
having the right to pay out a cash alternative amount
instead of giving effect to exchange
When the Exchangeable Notes can be exchanged Exchangeable at any time on or after 41 days from the
Settlement Date until 10 days prior to 3 September 2030,
unless previously redeemed, exchanged, or repurchased
and cancelled (excluding closed periods)
Conditions that must be met for exchange The issuer’s obligations to exchange the Exchangeable
Notes are unconditional.
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Recommendation

The Directors unanimously support the resolution in Item 1 and recommend that Unitholders vote in favour of this resolution.

The Chairperson of the Meeting intends to vote all available proxies in favour of the resolution in Item 1.

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Annexure: Material terms of the exchangeable notes Centuria Industrial REIT

Annexure: Material terms of the Exchangeable Notes

Key terms of the exchangeable notes

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Issuer CIP Funding Pty Limited (ACN: 654 243 928) (100% owned subsidiary of the Responsible
Entity as responsible entity of CIP)
Securities offered Australian Dollar denominated 3.50% Guaranteed Exchangeable Notes due 2030,
exchangeable into the Units of CIP
Guarantors The Guarantors are the same Guarantors as for the Issuer’s existing $300, 000,000 3.95%
exchangeable notes due March 2028 (ISIN: XS2589248942) (Existing Notes), including the
Responsible Entity as responsible entity of CIP
Rating of CIP Baa2 by Moody’s
Exchangeable notes The Exchangeable Notes are expected to be rated Baa2
rating
Use of proceeds Buyback of the Existing Notes and, to the extent not required for that purpose, for general
corporate purposes
Currency Australian Dollars (AUD)
Issue size A$325m
Status Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and the
Guarantors (pari passu with all other unsecured and unsubordinated obligations of the
Issuer and the Guarantors, other than those mandatorily preferred by law). For the avoidance
of doubt, the Exchangeable Notes will be pari passu to the existing Australian Dollar MTNs
Settlement date 3 September 2025
Maturity date On or about 3 September 2030 (5 years from the Settlement Date)
Investor put option On or about 3 September 2028 (3 years from the Settlement Date)
Issue price 100.00% of the principal amount
Coupon 3.50% per annum, payable on a quarterly basis in arrear
Yield to put/maturity 3.50% per annum, payable on a quarterly basis in arrear
Put/maturity price 100.00% of the principal amount
Exchange premium 21.5% above the Reference Price
Reference price AUD 3.29 (being the expected price under the concurrent Delta Placement)
Initial exchange price AUD 4.00
Exchange period Exchangeable at any time on or after 41 days from the Settlement Date until 10 days prior to
the Maturity Date, unless previously redeemed, exchanged, or repurchased and cancelled
(excluding closed periods)
Distribution protection Adjustment to the Exchange Price in the Event of an Extraordinary Distribution. Extraordinary
Distribution is defined as the amount by which the relevant distribution (including cash
distributions) made or paid in respect of any financial year ending 30 June of CIP (when
taken together with any relevant distribution previously made or paid in respect of the same
financial year) exceeds A$0.08 on a per Unit basis
Cash alternative election Yes, the Issuer may, in full or in part, elect to make payment of a cash alternative amount to
exchanging holders of Notes in lieu of delivering Units
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Centuria Industrial REIT Annexure: Material terms of the exchangeable notes

Key terms of the exchangeable notes

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Redemption at the option Issuer soft call – Yes, on any time after 18 September 2028 , the Issuer may redeem all and
of the issuer not some only of the Exchangeable Notes, at their principal amount plus accrued and unpaid
interest, if the closing price of the Units for each of any 20 out of 30 consecutive dealing
days, the last of which occurs not more than 5 calendar days prior to the date upon which
notice of such redemption is published, is at least 130% of the applicable Exchange Price.
Clean up call – Yes, the Issuer may redeem all and not some only of the Exchangeable Notes,
at their principal amount plus accrued and unpaid interest, if the aggregate principal amount
of the Exchangeable Notes outstanding is less than 15% of the aggregate principal amount
originally issued (which for these purposes include any further notes consolidated and
forming a single series with the Exchangeable Notes).
Tax call - Yes, the Issuer may redeem all and not some only of the Exchangeable Notes, at
their principal amount plus accrued and unpaid interest if additional amounts are payable as
a result of any change in the laws or regulations of the Commonwealth of Australia. Holders
of Exchangeable Notes have the right to elect for their Exchangeable Notes not to be
redeemed but with no entitlement to any additional amounts
Redemption at the option Noteholder put – Yes, on or about 3 September 2028 (3 years from Settlement Date) at
of bondholders 100.0% of the principal amount of the Exchangeable Notes.
Change of control put - Yes, following the occurrence of a change of control, the
Exchangeable Note holders have the option to require the Issuer to redeem all or some only
of their Exchangeable Notes at their principal amount plus accrued and unpaid interest
within the period of 30 days following the relevant change of control. The Issuer shall give
notice to the holders of Exchangeable Notes that a change of control has occurred within 7
days following the occurrence of such change of control.
Delisting/suspension of trading put - Yes, holders of Exchangeable Notes have the option to
require the Issuer to redeem all or some only of their Exchangeable Notes at their principal
amount plus accrued and unpaid interest if the Units officially cease to be listed or admitted
for trading or are suspended from trading for a period equal to or exceeding 30 consecutive
trading fays on the ASX
Listing Exchange SGX
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Annexure: Material terms of the exchangeable notes Centuria Industrial REIT
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SOUTHSIDE INDUSTRIAL ESTATE, DANDENONG SOUTH VIC
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Centuria Industrial REIT Glossary

Glossary

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Term Definition
ADET Australian Eastern Daylight Time.
ASX ASX Limited or the Australian Securities Exchange operated by ASX Limited, as the context
requires.
Board The board of directors of the Responsible Entity.
Boardroom The Fund’s registry, being Boardroom Pty Limited.
Meeting The meeting of the Unitholders of the Fund (as adjourned or postponed from time to time) at
12:00pm AEDT on Wednesday 17 December 2025.
Chairman The chairman of the Board of the Responsible Entity, Roger Dobson.
Chairperson The chairperson of the Meeting which will be the Chairman of the Board, Roger Dobson, or
failing him, another person appointed by the Board to act as chairperson of the Meeting.
Corporations Act Corporations Act 2001 (Cth).
Director A director of the Responsible Entity.
Equity Securities Has the same meaning as given in the Listing Rules.
Exchangeable Note An exchangeable debt security in the Fund with the terms attaching to it described in the
ASX announcement made in respect of the Fund dated 27 and 28 August 2025.
Fund Centuria Industrial REIT ARSN 099 680 252.
Item The item of business of the Meeting as set out in the Notice of Meeting.
Listing Rules The listing rules of the ASX.
Notice of Meeting This notice of meeting.
Proxy Form The appointment of proxy form.
Responsible Entity Centuria Property Funds No. 2 Limited ACN 133 363 185 AFSL 340304.
Unit An ordinary unit in the Fund.
Unitholder A holder of a Unit at 7:00pm (AEDT) on Monday 15 December 2025.
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18

Questions Centuria Industrial REIT

Questions

You may wish to give advance notice of any question(s) you would like to have considered at the forthcoming Meeting. If so, please detach and return this slip to Centuria Industrial REIT at Level 41, Chifley Tower, 2 Chifley Square, Sydney NSW 2000 or alternatively you can email your questions to the Company Secretary of the Responsible Entity at [email protected] .

We will do our best to answer as many questions as possible at the Meeting. Please attach extra pages if necessary.

Name

Address

For the Chairperson

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For the Auditor

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19

centuria.com.au/cip

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All Correspondence to:

By Mail Centuria Capital Group C/-Boardroom Pty Limited 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 12:00pm (AEDT) on Monday, 15 December 2025.

TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/cipgm2025 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC)

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BY SMARTPHONE

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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 needs not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder 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.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders 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

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.

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 12:00pm (AEDT) on Monday, 15 December 2025. Any Proxy Forms 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/cipgm2025  By Fax + 61 2 9290 9655  By Mail Centuria Capital Group C/-Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  In Person Centuria Industrial REIT C/- Boardroom Pty Limited Level 8, 210 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 .

C/- Boardroom Limited GPO Box 3993 Sydney NSW 2001

P: 1800 182 257 or 02 9290 9689 ABN 38 133 363 185 F: 02 9279 0644 AFSL 340304

[email protected] centuria.com.au

Level 8 210 George Street Sydney NSW 2000

Centuria Property Funds No.2 Limited

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. Securityholders 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 securityholder) 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 Group to be held at Level 41, Chifley Tower, 2 Chifley Square, Sydney NSW 2000 on Wednesday, 17 December 2025 at 12:00pm (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 is authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Item 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this item even though Item 1 is connected with the item of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Item 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

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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.
For Against Abstain

Item 1 Approval under Listing Rule 7.4 to refresh the Fund’s 15% placement capacity under ASX Listing Rule 7.1
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For Against Abstain
Item 1 Approval under Listing Rule 7.4 to refresh the Fund’s 15% placement capacity under ASX Listing Rule 7.1
STEP 3 SIGNATURE OF SECURITYHOLDERS
This form must be signed to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2025
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C/- Boardroom Limited GPO Box 3993 Sydney NSW 2001

Centuria Property Level 8 Funds No.2 Limited 210 George Street Sydney NSW 2000

P: 1800 182 257 or 02 9290 9689 ABN 38 133 363 185 F: 02 9279 0644 AFSL 340304 [email protected] centuria.com.au