Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

CENTURIA OFFICE REIT Annual Report 2017

Aug 13, 2017

64683_rns_2017-08-13_eab63992-1aa4-4526-9a65-720d2541c760.pdf

Annual Report

Open in viewer

Opens in your device viewer

Centuria Metropolitan REIT

The consolidated entity comprises Centuria Metropolitan REIT and its subsidiaries

ARSN: 124 364 718

Annual Financial Report For the year ended 30 June 2017

Centuria Metropolitan REIT Table of contents

For the year ended 30 June 2017

Directors' report
Auditor's independence declaration 7
Consolidated statement of profit or loss and other comprehensive income 8
Consolidated statement of financial position 9
Consolidated statement of changes in equity 10
Consolidated statement of cash flows 11
Notes to the financial statements $12 \overline{ }$
Directors' declaration 42
Independent auditor's report 43
Corporate governance statement 46
Additional ASX information 47

$\tau$

Page

For the year ended 30 June 2017

The directors of Centuria Property Funds Limited, the Responsible Entity of Centuria Metropolitan REIT ('CMA') present their report, together with the consolidated financial report of the Trust and its subsidiaries ('the Trust') for the year ended 30 June 2017 and the independent auditor's report thereon.

Directors of the Responsible Entity

The directors of Centuria Property Funds Limited during or since the end of the financial year are:

Name Position Appointed Resigned
Peter Done Non-Executive Chairman 05 Dec 2007 Continuing
Jason Huliich Executive Director 30 Mar 2001 Continuing
Matthew Hardy Non-Executive Director 04 Jul 2013 Continuing
Darren Collins Non-Executive Director 10 Mar 2015 Continuing

The company secretaries of Centuria Property Funds Limited during or since the end of the financial year are:

Name Appointed Resigned
James Lonie 16 Jun 2017 Continuing
Charisse Nortje 21 Feb 2017 16 Jun 2017

The relevant interest of each director in the securities in the Trust as at the date of this report are:

Director Securities
held
Jason Huljich 3,174
Peter Done 75,000
Matthew Hardy 17,080
Darren Collins 20,000
115,254

No director holds a right or option over interests in the Trust. No options over any issued or unissued securities in the Trust have been issued to any director.

There are no contracts to which any director is a party to under which a director is entitled to a benefit and/or confers a right to call for or be delivered interests in the Trust.

The following table sets out the directorships of other Australian listed companies held by the directors during the three years immediately before the end of the financial year:

Director Company Appointed Resigned
Jason Huljich Centuria Capital Limited 28 Nov 2007 Continuing
Peter Done Centuria Capital Limited 28 Nov 2007 Continuing
Matthew Hardy Not applicable
Darren Collins Not applicable

For the year ended 30 June 2017

Principal activities

The Trust is a registered managed investment scheme domiciled in Australia.

The principal activity of the Trust in the course of the financial year is to invest funds in accordance with its investment objectives and guidelines as set out in the current Product Disclosure Statement ('PDS') dated 11 November 2014, with the key asset category being investment property.

The Trust did not have any employees during the financial year.

Significant change in the state of affairs

In the opinion of the Responsible Entity there were no significant changes in the state of affairs of the Trust that occurred during the financial year.

Review of operations

Results

The results of the operations of the Trust are disclosed in the consolidated statement of profit or loss and other comprehensive income of these financial statements. The Trust's profit from continuing operations for the year ended 30 June 2017 was \$37,689,000 (2016: \$44,785,000 profit).

As at 30 June 2017, the Trust's Net Tangible Assets ('NTA') has increased by 14 cents per security ('cps'), or 6.4%, to \$2.32 per security.

Investment property valuations

The total value of the Trust's portfolio as at 30 June 2017 was \$610 million, an increase of 4.2% on a like for like basis.

The weighted average capitalisation rate for the portfolio firmed 40 basis points, on a like for like basis, excluding 14 Mars Road, Lane Cove, to 7.19% as at 30 June 2017.

Leasing and occupancy

The Trust secured 41 leases across 20,321 square metres ('sqm') representing 15.5% of the portfolio's Net Lettable Area ('NLA') in the year ended 30 June 2017. This comprised of 22 new leases across 9,979 sqm and 19 renewals across 10,342 sqm. The leasing and occupancy risk for the year ending 30 June 2018 has been substantially reduced with only 4.7% of the portfolio expiring in the next financial year.

As at 30 June 2017, the Weighted Average Lease Expiry ('WALE') of the portfolio was 3.9 years and the occupancy rate was 97.3%.

Capital management

As at 30 June 2017, the Trust had a multi-bank debt facility totalling \$260.0 million with a weighted average expiry of 3.4 years. Drawn borrowings totalled \$189.5 million, with an all in interest cost of 3.9% and 53% of the drawn debt hedged. The Trust's gearing at 30 June 2017 was 29.5%.

For the year ended 30 June 2017

Review of operations (continued)

Merger with Centuria Urban REIT

On 3 March 2017, the Responsible Entity announced a merger proposal with Centuria Urban REIT ("CUA"), of which it already owned an 8.76% interest, by way of acquiring 100% of the remaining units. On 14 June 2017, the unitholders of CUA voted to approve the merger, from which point the Trust is taken to have control over CUA. The Trust completed the acquisition of the remaining units effective 29 June 2017.

Outlook

The Responsible Entity's strategy and ongoing focus remains unchanged. Management continue to focus on actively managing the Trust's portfolio, with an emphasis on tenant retention to ensure income and occupancy are maximised. This is coupled with the ongoing strategy to acquire quality 'fit for purpose' metropolitan real estate assets delivering stable and secure income streams.

The Trust's 2018 financial year distributable earnings guidance is approximately 18.6 cps. The 2018 financial year distribution guidance is 18.1 cps which will be paid in equal quarterly instalments.

Distributions

Distributions paid or payable in respect of the financial year were:

30 Jun 2017 30 Jun 2016
Cents per unit \$'000 Cents per unit \$'000
September quarter 4.375 5,225 4.25 5,075
December quarter 4.375 5.224 4.25 5,075
March quarter 4.375 5.224 4.25 5.075
June quarter 4.375 5,224 4.25 5,074
17.50 20,897 17.00 20,299
Allocation between stapled entities:
CMR 1 13.38 15,971 8.98 10,728
CMR 2 4.12 4,926 8.98 10,728
17.50 20,897 17.00 20,299

Key dates in connection with the 30 June 2017 distribution are:

Event Date
Ex-distribution date 27 Jun 17
Record date 28 Jun 17
Distribution payment date 28 Jul 17

For the year ended 30 June 2017

Review of operations (continued)

Distributions (continued)

The distributable earnings of 19.0 cps are at the upper end of the 2017 financial year guidance range of 18.7 -19.0 cps. The table below provides a reconciliation from the statement of profit or loss and other comprehensive income to the distributable earnings for the year:

30 Jun 2017
\$'000
Net profit for the year 37,689
Adjustments:
Net (gain) on fair value of investment properties (17, 180)
Net (gain) on fair value of derivative financial instruments (1,420)
Straight-lining of rental income (1,366)
Net (gain) on fair value of investments in listed trusts (884)
Lease incentives funded by vendors on property acquisitions 538
Business combination transaction costs 4,263
Corporate simplification costs 428
Amortisation of leasing fees 356
Amortisation of borrowing costs 367
Distributable earnings for the period 22,791

Environmental regulation

The Trust's operations are not subject to any significant environmental regulation under Commonwealth, State or Territory legislation.

Options granted

No options were granted over unissued securities in the Trust during or since the end of the financial year.

No unissued securities in the Trust were under option as at the date of this report.

No securities were issued in the Trust during or since the end of the financial year as a result of the exercise of an option over unissued securities in the Trust.

Events subsequent to balance date

On the 6th of July 2017, the Trust terminated its existing \$104,000,000 interest rate swaps and entered two new swap contracts for \$100,000,000 at a weighted average fixed rate of 2.18%. In addition, on the 28th of July 2017 a further \$40,000,000 swap contract was entered into at a rate of 2.22%.

On the 13th of July 2017, the Responsible Entity announced an Equity Raise of approximately \$90,000,000 comprising of a \$25,000,000 institutional placement and an offer to raise approximately \$65,000,000 through a non-renounceable entitlement offer. The issue price of \$2.35 per new security represented a 2.5% discount to CMA's closing price of \$2.41 on 12 July 2017. The new securities issued will rank equally with existing securities and will be entitled to the full distribution for the quarter ended 30 September 2017. All new equity has now been received and new securities allotted.

For the year ended 30 June 2017

Events subsequent to balance date (continued)

On the 1st of August 2017, the Trust settled on two new commercial office assets in Perth, Western Australia. The properties are located at 42-46 Colin Street & 144 Stirling Street, and were acquired for \$33,600,000 and \$58,200,000 respectively.

There are no other matters or circumstances which have arisen since the end of the period and the date of this report, in the opinion of the Responsible Entity, which significantly affect the operations of the Fund, the results of those operations, or the state of affairs of the Fund, in future financial years.

Indemnifying officers or auditors

Indemnification

Under the Trust's constitution the Responsible Entity, including its officers and employees, is indemnified out of the Trust's assets for any loss, damage, expense or other liability incurred by it in properly performing or exercising any of its powers, duties or rights in relation to the Trust.

The Responsible Entity has not indemnified or agreed to indemnify any auditor or other officer of the Trust, or any related body corporate.

Insurance premiums

The Responsible Entity has paid insurance premiums in respect of directors' and officers' liability and legal expense insurance contracts, for current and former directors and officers, including senior executives of the Responsible Entity.

Trust information in the directors' report

Responsible Entity interests

The following fees were paid or payable to the Responsible Entity and related parties during the financial year:

30 Jun 2017 30 Jun 2016
5
Leasing fees 575.531 135,250
Management fees 2,385,042 1,984,964
Custodian fees 4,438
Fund recoveries 38,865
Property management fees 477,359 340.229
Development fees 134,915 205,931
Other professional fees 16,902 34,362
3,633,052 2,700,736

The Responsible Entity and/or its related parties have held securities in the Trust during the financial year as outlined in Note 21 to the financial statements.

Other Trust information

The number of securities in the Trust issued and redeemed during the financial year, and the balance of issued securities at the end of the financial year are disclosed in Note 15 to the financial statements.

The recorded value of the Trust's assets as at the end of the financial year is disclosed in the consolidated statement of financial position as "Total assets" and the basis of recognition and measurement is included in the notes to the financial statements.

For the year ended 30 June 2017

Auditor's independence declaration

The auditor's independence declaration is set out on page 7 and forms part of the directors' report for year ended 30 June 2017.

Rounding off of amounts

The scheme is a scheme of the kind referred to in ASIC Corporations (Rounding in Financials/Directors' Reports) Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the directors' report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.

Signed in accordance with a resolution of the board of directors of Centuria Property Funds Limited made pursuant to s.298(2) of the Corporations Act 2001.

Peter Done

Director

14th day of August Dated at Sydney this

Jason Huljich

Director 2017.

Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001

To the Directors of Centuria Property Funds Limited, the Responsible Entity of Centuria Metropolitan REIT

I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2017 there have been:

  • no contraventions of the auditor independence requirements as set out in the i. Corporations Act 2001 in relation to the audit; and
  • ii. no contraventions of any applicable code of professional conduct in relation to the audit.

KPMG

Nigel Virgo Partner Sydney 14 August 2017

KPMG, an Australian partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG
International Cooperative ("KPMG International"), a Swiss entity.

Centuria Metropolitan REIT Consolidated statement of profit or loss and other comprehensive income

For the year ended 30 June 2017

Revenue
Rent and recoverable outgoings
41,385
39,536
Other income
Interest income
115
77
Net gain on fair value of investment properties after write-
down of stamp duty and other transaction costs
8
17,180
23,246
Gain on fair value of investments held at fair value through
profit or loss
9
884
Gain on fair value of derivative financial instruments
1,420
Other income
14
Expenses
Net loss on fair value of listed investments held at fair value
through profit or loss after transaction costs
9
(113)
Loss on fair value of derivative financial instruments
(2, 373)
Rates, taxes and other property outgoings
(9,302)
(8, 153)
Finance costs
4
(5,863)
(4, 427)
Management fees
21
(2, 385)
(1,985)
Professional fees
(787)
(657)
Transaction costs
(4, 263)
Other expenses
(709)
(366)
Profit from continuing operations for the year
37,689
44,785
Net profit for the year
37,689
44,785
Other comprehensive income
Total comprehensive income for the year
37,689
44,785
Net profit attributable to:
Members of the Parent
27,309
26,676
Non-controlling interest - CMR2
16
10,380
18,109
37,689
44,785
Total comprehensive income attributable to:
Members of the Parent
27,309
26,676
Non-controlling interest - CMR2
10,380
18,109
37,689
44,785
Basic and diluted earnings per CMA security
Securities on issue (cents per security)
6
31.48
37.52
Basic and diluted earnings per CMR1 unit
Units on issue (cents per unit)
22.81
6
22.35
Note 30 Jun 2017
\$'000
30 Jun 2016
\$'000

The above consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying notes.

Centuria Metropolitan REIT Consolidated statement of financial position

As at 30 June 2017

Note 30 Jun 2017
\$'000
30 Jun 2016
\$'000
Assets
Current assets
Cash and cash equivalents 18 8,187 4,911
Trade and other receivables $\overline{7}$ 1,127 377
Investments held at fair value through profit or loss 9 11,113
Prepayments 490 432
Total current assets 9,804 16,833
Non-current assets
Investment properties 8 609,950 398,730
Goodwill 10 6,356
Other assets 11 2,912
Total non-current assets 619,218 398,730
Total assets 629,022 415,563
Liabilities
Current liabilities
Trade and other payables 12 18,753 11,225
Derivative financial instruments 14 1,988
Total current liabilities 20,741 11,225
Non-current liabilities
Borrowings 13 187,742 141,090
Derivative financial instruments 14 3,106
Total non-current liabilities 187,742 144,196
Total liabilities 208,483 155,421
Net assets 420,539 260,142
Equity
Issued capital 15 397,637 129,328
Retained earnings 22,902 11,564
Non-controlling interest - CMR2 16 119,250
Total equity 420,539 260,142

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

Centuria Metropolitan REIT Consolidated statement of changes in equity

For the year ended 30 June 2017

Note Issued
capital
\$'000
Retained
earnings/
(accumulated
losses)
\$'000
Non-
controlling
interest
\$'000
Total equity
\$'000
Balance at 1 July 2015 129,110 (4, 384) 110,530 235,256
Net profit for the year
Total comprehensive income for the year
26,676
26,676
18,109 44,785
18,109 44,785
Distributions reinvested 15 & 16 265 229 494
Equity raising costs 15 & 16 (47) (47) (94)
Distributions to security holders 5 (10, 728) (9, 571) (20, 299)
Balance at 30 June 2016 129,328 11,564 119,250 260,142
Net profit for the year 27,309 10,380 37,689
Total comprehensive income for the year 27,309 10,380 37,689
CMR2 applications - 22 Mar 2017 15 & 16 124,704 124,704
CUA unitholder applications - 29 Jun 2017 15 & 16 144,142 144,142
Total applications for the year 268,846 268,846
Redemptions 15 & 16 (124, 704) (124, 704)
Equity raising costs 15 & 16 (537) (537)
Distributions to security holders 5 (15, 971) (4, 926) (20, 897)
Balance at 30 June 2017 397,637 22,902 420,539

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Centuria Metropolitan REIT Consolidated statement of cash flows

For the year ended 30 June 2017

Note 30 Jun 2017
\$'000
30 Jun 2016
\$'000
Cash flows from operating activities
Receipts from customers 43,150 41,310
Payments to suppliers (16, 158) (14, 310)
Distributions received 414
Interest received 115 81
Interest paid (5, 516) (4, 175)
Net cash generated by operating activities 18 22,005 22,906
Cash flows from investing activities
Proceeds from sale of investment properties 26,000
Payments for investment properties (8,863) (49, 916)
Proceeds from sale of investments held at fair value through
profit or loss 11,202
Payments for investments held at fair value through profit or
loss (599) (10, 800)
Purchase of subsidiaries (27, 251)
Transaction costs (587)
Net cash used in investing activities (98) (60, 716)
Cash flows from financing activities
Payments to procure issued units (356)
Distributions paid (20, 748) (20, 181)
Proceeds from borrowings 3,675 57,417
Payments to procure borrowings (1, 214) (432)
Payments for derivative financial instruments (344)
Net cash (used in)/generated by financing activities (18, 631) 36,448
Net increase/(decrease) in cash and cash equivalents 3,276 (1, 362)
Cash and cash equivalents at beginning of financial year 4,911 6,273
Cash and cash equivalents at end of financial year 18 8,187 4,911

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

For the year ended 30 June 2017

Note Page
1. General information 13
2. Significant accounting policies 14
3. Revenue 17
4. Expenses 17
5. Distributions 18
6. Earnings per unit/stapled security 19
7. Trade and other receivables 20
8. Investment properties 21
9. Investments held in listed trusts 24
10. Acquisitions of subsidiaries 26
11. Other assets 27
12. Trade and other payables 28
13. Borrowings 29
14. Derivatives 30
15. Issued capital - CMR1 31
16. Non-controlling interest - CMR2 31
17. Contingent assets, liabilities and commitments 31
18. Cash and cash equivalents 32
19. Auditor's remuneration 33
20. Financial instruments 33
21. Related parties 38
22. Events subsequent to reporting date 40
23. Parent entity disclosures 40
24. Additional information 41

For the year ended 30 June 2017

$\mathbf{1}$ . General information

Centuria Metropolitan REIT is a registered managed investment scheme under the Corporations Act 2001 and domiciled in Australia. The principal activity of the Trust is disclosed in the directors' report.

Statement of compliance

The consolidated financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards including Interpretations, and complies with other requirements of the law.

The financial statements and notes of the Trust comply with International Financial Reporting Standards ('IFRS') issued by the International Accounting Standards Board ('IASB').

For the purposes of preparing the financial statements, the Trust is a for-profit entity.

The financial report was authorised for issue in accordance with a resolution of the board of directors of Centuria Property Funds Limited, the Responsible Entity, on 14 August 2017.

Basis of preparation

The financial statements have been prepared on the basis of historical cost, except for certain non-current assets and financial instruments that are measured at fair value, as explained in the accounting policies set out below.

Going concern

The financial report has been prepared on a going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

Net current liability position

The directors of the Responsible Entity note that the Trust is in a net current liability position of \$10,100,000 as at 30 June 2017. Given the Trust has the ability to drawdown funds from its available facility to fund working capital requirements and also the future cash generating potential of the Trust, the directors expect the Trust will be able to pay its debts as and when they fall due.

After taking into account all available information, the directors have concluded that there are reasonable grounds to believe the basis of preparation of the financial report on a going concern basis is appropriate.

Rounding of amounts

The Trust is a scheme of the kind referred to in ASIC Corporations (Rounding in Financials/Directors' Reports) Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the directors' report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated.

Functional and presentation currency

The financial statements are presented in Australian dollars, which is the Trust's functional currency.

For the year ended 30 June 2017

$2.$ Significant accounting policies

$(a)$ Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Trust and entities controlled by the Trust. Control is achieved where the Trust is exposed to, or has rights to, the variable returns from its involvement with an entity and has the ability to affect these returns through its power over the entity.

The Trust accounts for business combinations using the acquisition method when control is transferred to the Trust. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. When the Trust loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the date on which control commences until the date on which control ceases.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the consolidated group. All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

Non-controlling interests in the net assets attributable to security holders of consolidated subsidiaries are identified separately from the Trust's security holders. Non-controlling interests are measured at their proportionate share of the acquiree's identifiable net assets at the date of acquisition.

i. Stapled scheme

Centuria Metropolitan REIT was established for the purpose of facilitating a relationship between Centuria Metropolitan REIT No.1 ("CMR1") and Centuria Metropolitan REIT No.2 ("CMR2"). The Trust was formed by stapling units in CMR1 and CMR2. Whilst stapled, security holders in the Trust were entitled to an equal interest in each stapled entity within the Trust.

As at 22 March 2017, the units in CMR1 were de-stapled to the units in CMR2 and CMR1 acquired the units in CMR2. Whilst stapled, the Trust was required to appoint a parent under the stapling arrangement. CMR1 was appointed parent of the Trust. On the basis that there was no ownership interest between the entities involved in the stapling arrangement for the period the units were stapled, the net assets and profit or loss of CMR2 are disclosed separately as a non-controlling interest during this period.

ii. Subsidiaries

The consolidated financial statements include the assets, liabilities and results of Centuria Metropolitan Property Trust, Centuria Urban REIT and CMR2. Subsidiaries are entities controlled by the Trust in accordance with AASB 10. Control exists when an investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of subsidiaries are included in the financial report from the date that control commences until the date that control ceases.

For the year ended 30 June 2017

$2.$ Significant accounting policies (continued)

Basis of consolidation (continued) $(a)$

ii. Subsidiaries (continued)

The Trust uses the purchase method of accounting to account for the acquisition of subsidiaries. Intercompany transactions, balances and recognised gains on transactions between Trust entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Trust.

$(b)$ Adoption of new and revised accounting standards

In the current vear, the Trust has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board that are relevant to its operations and effective for the current reporting year. New and revised Standards and amendments thereof and Interpretations effective for the current period that are relevant to the Trust include:

  • AASB 2015-1 'Amendments to Australian Accounting Standards Annual Improvements to Australian Accounting Standards 2012-2014 Cycle'. Effective for annual reporting periods beginning on or after 1 January 2016.
  • . AASB 2015-2 'Amendments to Australian Accounting Standards Disclosure Initiative: Amendments to AASB 101'. Effective for annual reporting periods beginning on or after 1 January 2016.

The adoption of these new and revised Standards and Interpretations has not had any significant impact on the disclosures or amounts reported in these financial statements.

New standards and interpretations not yet adopted $(c)$

At the date of this report, the Standards and Interpretations listed below were on issue but not yet effective. They are available for early adoption at 30 June 2017, but have not been applied in preparing these financial statements. The potential effect of the below Standards and Interpretations on the Trust's consolidated financial statements has been assessed and determined to be immaterial:

  • AASB 9 'Financial Instruments', AASB 2009-11, AASB 2010-7 and AASB 2014-7 'Amendments to Australian Accounting Standards arising from AASB 9'. Effective for annual reporting periods beginning on or after 1 January 2018.
  • AASB 15 'Revenue from Contracts with Customers', AASB 2014-5 'Amendments to Australian Accounting Standards arising from AASB 15'. Effective for annual reporting periods beginning on or after 1 January 2018.
  • . AASB 16 'Leases'. Effective for annual reporting periods beginning on or after 1 January 2019.
  • . AASB 2016-2 'Amendments to Australian Accounting Standards Disclosure Initiative: Amendments to AASB 107'. Effective for annual reporting periods beginning on or after 1 January 2017.
  • AASB 2017-1 'Amendments to Australian Accounting Standards Transfers of Investment Property, Annual Improvements 2014-2016 Cycle and Other Amendments'. Effective for annual reporting periods beginning on or after 1 January 2018.

For the year ended 30 June 2017

$2.$ Significant accounting policies (continued)

$(d)$ Use of estimates and judgements

In the application of the Trust's accounting policies, the Responsible Entity is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period; or in the period of the revision and future periods if the revision affects both current and future periods. The key estimates and judgements in the financial report relate to the valuation of investment properties (per Note 8) and derivative financial instruments (per Note 20).

Judgements made by the Responsible Entity that have significant effects on the financial statements and estimates with significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the financial statements.

Segment reporting $(e)$

The Trust operates in one segment, being investments in Australian industrial, metropolitan and business park office property. The Trust has determined its one operating segment based on the internal information that is provided to the chief operating decision maker and which is used in making strategic decisions. The Responsible Entity has been identified as the Trust's chief operating decision maker.

Centuria Metropolitan REIT Notes to the financial statements Fund performance

For the year ended 30 June 2017

$3.$ Revenue

Revenue is measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefits will flow to the Trust and the revenue can be reliably measured.

(a) Rental income

Rental income from investment property is recognised in profit or loss on a straight line basis over the term of the lease. Rental income not received at reporting date is reflected in the consolidated statement of financial position as a receivable. If rents are paid in advance these amounts are recorded as payables in the consolidated statement of financial position.

Lease incentives granted are recognised as an integral part of the net consideration agreed for the use of the leased premises, irrespective of the incentive's nature or form or the timing of payments. The aggregate cost of lease incentives are recognised as a reduction of rental income on a straight-line basis over the lease term.

Contingent rents based on the future amount of a factor that changes other than with the passage of time are only recognised when charged.

(b) Recoverable outgoings

Recoverable outgoings are recognised on an accrual basis.

(c) Interest revenue

Interest revenue is accrued on a time basis, by reference to the principal outstanding using the effective interest rate method.

(d) Sale of properties

Any gain or loss arising on the sale of an investment property is recognised when the significant risks and rewards of ownership have been transferred to the purchaser and where there is no continuing management involvement, which normally coincides with settlement of the contract for sale. The gain or loss is calculated as the difference between the net disposal proceeds and the carrying amount of the asset.

Expenses 4.

(a) Finance costs

Finance costs include interest expense and amortised borrowing costs. Interest expense is recognised in profit or loss as it accrues. Finance costs are recognised using the effective interest rate applicable to the financial liability.

30 Jun 2017 30 Jun 2016
\$'000
\$'000
Interest expense 5,496 4,232
Borrowing costs 367 195
5,863 4,427

Centuria Metropolitan REIT Notes to the financial statements Fund performance

For the year ended 30 June 2017

$4.$ Expenses (continued)

(b) Other expenses

All other expenses, including management fees, are recognised in profit or loss on an accruals basis. Other operating expenses include legal, accounting and audit fees.

(c) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST) recoverable from the Australian Taxation Office (ATO) as an input tax credit (ITC).

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included in receivables or payables in the consolidated statement of financial position.

Cash flows are included in the consolidated statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the ATO is classified as operating cash flows.

Distributions 5.

30 Jun 2017 30 Jun 2016
Cents per unit \$'000 Cents per unit \$'000
September quarter 4.375 5,225 4.25 5,075
December quarter 4.375 5,224 4.25 5,075
March quarter 4.375 5,224 4.25 5,075
June quarter 4.375 5.224 4.25 5,074
17.50 20,897 17.00 20,299
Allocation between previously
stapled entities:
CMR1 13.38 15,971 8.98 10,728
CMR 2 4.12 4.926 8.02 9,571
17.50 20,897 17.00 20,299

Key dates in connection with the 30 June 2017 distribution are:

Event Date
Ex-distribution date 27 Jun 17
Record date 28 Jun 17
Distribution payment date 28 Jul 17

Centuria Metropolitan REIT Notes to the financial statements Fund performance

For the year ended 30 June 2017

5. Distributions (continued)

Distribution and taxation

Under current legislation the Trust is not subject to income tax when its taxable income (including assessable realised capital gains) is distributed in full to the security holders. The Trust ordinarily fully distributes its distributable income, calculated in accordance with the Trust constitution and applicable taxation legislation, to the security holders who are presently entitled to the income under the constitution.

Investments and financial instruments held at fair value may include unrealised capital gains. Should such a gain be realised that portion of the gain that is subject to capital gains tax will be distributed to security holders so that the Trust is not subject to capital gains tax.

Realised capital losses are not distributed to security holders but are retained in the Trust to be offset against any future realised capital gains. If realised capital gains exceed realised capital losses the excess is distributed to the security holders.

Distributions paid and payable are recognised as distributions within equity. A liability is recognised where distributions have been declared but not been paid. Distributions paid are included in cash flows from financing activities in the consolidated statement of cash flows.

6. Earnings per unit/stapled security 30 Jun 2017 30 Jun 2016
Basic and diluted earnings per CMA security (cents per security) 31.48 37.52
Earnings used in calculating basic and diluted earnings per security (\$'000) 37.689 44.785
Weighted average number of CMA securities ('000) 119,730 119,381
Basic and diluted earnings per CMR1 unit (cents per unit) 22.81 22.35
Earnings used in calculating basic and diluted earnings per unit (\$'000) 27,309 26,676
Weighted average number of CMR1 units ('000) 119.730 119.381

For the year ended 30 June 2017

Trade and other receivables 30 Jun 2017
\$'000
30 Jun 2016
\$'000
Current
Trade debtors 259 72
Distributions receivable $\qquad \qquad \blacksquare$ 173
Other current receivables 868 132
1.127 37

Refer to Note 20 for details on fair value measurement and the Trust's exposure to risks associated with financial assets (other receivables are not considered to be financial assets).

Trade receivables and other receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest rate method, less an allowance for impairment. Due to the shortterm nature of these financial rights, their carrying amounts are estimated to represent their fair values.

The carrying amounts of the Trust's assets, other than those recorded at fair value, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised directly in profit or loss.

For the year ended 30 June 2017

30 Jun 2017
\$'000
30 Jun 2016
\$'000
8. Investment properties
Opening balance 398,730 323,110
Properties acquired on CUA acquisition 213,000
Purchase price of investment properties 43,025
Stamp duty and other transaction costs 2,491
Capital improvements 5,119 2,998
Total purchase costs 5,119 48,514
Gain on fair value before write-down of stamp duty and
other transaction costs 17,180 25,737
Write-down of stamp duty and other transaction costs (2, 491)
Gain on fair value of investment properties 17,180 23,246
Change in deferred rent and lease incentives 428 3,263
Disposed deferred rent and lease incentives 938
Change in capitalised leasing fees 545 597
Disposals at fair value (26,000)
Disposal costs 10 $\overline{\phantom{a}}$
Closing balance ^ 609,950 398,730

^ The carrying amount of investment properties includes components related to deferred rent, capitalised lease incentives and leasing fees amounting to \$9,138,000 (2016: \$8,165,000).

During the year, the Trust acquired 438-517 Kingsford Smith Drive, QLD, 154 Melbourne Street, QLD, and 567 Swan Street, VIC as part of the acquisition of CUA. In addition, the Trust disposed of 14 Mars Road, Lane Cove NSW for a gross sale price of \$26,000,000.

Leases as lessor

The Trust leases out its investment properties under operating leases. The future minimum lease payments receivable under non-cancellable leases are as follows:

30 Jun 2017
\$'000
30 Jun 2016
\$'000
Less than one year 41.710 32.117
Between one and five years 104.726 88,856
More than five years 27.062 20,431
173,498 141.404

Notes to the financial statements Centuria Metropolitan REIT Assets and liabilities

For the year ended 30 June 2017

  1. Investment properties (continued)
Last
30 Jun 2017 30 Jun 2016 30 Jun 2017 30 Jun 2016 30 Jun 2017 30 Jun 2016 Independent
Fair Value Fair Value Capitalisation Capitalisation Discount Discount 30 Jun 2017 Valuation
Property 0003 \$'000 Rate Rate Rate Rate Valuer Date
3 Carlingford Rd, Epping NSW 27,000 27,000 6.25% 6.25% 7.00% 7.50% ndependent Jun 2017
44 Hampden Rd, Artarmon NSW ^ 9,000 8,500 8.00% 8.50% 8.75% 9.00% Director $May$ 2016
1 Richmond Rd, Keswick SA 28,500 8.50% 9.25% 8.75% 9.75% Director Vlay 2016
9 Help St, Chatswood NSW 65,000 6.50% 7.25% 7.50% 8.50% ndependent lun 2017
14 Mars Rd, Lane Cove NSW 1.00% 8.00%
Z
Vlay 2016
555 Coronation Dr, Brisbane QLD 31,500 33,100 00% 1.25% 8.75% 1.75% Director May 2016
149 Kerry Rd, Archerfield QLD 25,500 24.500 .25% 8.25% 3.50% Director May 2016
13 Ferndell St, Granville NSW 18,200 7,800 '.50% 9.25% Director Aay 2016
35 Robina Town Ctr Dr, Robina QLD 51,000 48,800 7.50%
7.75%
7.50%
9.25%
8.75%
8.25%
8.50% Director
54 Marcus Clarke St, Canberra ACT 18,250 16,930 9.00% 9.00% Director May 2016
May 2016
60 Marcus Clarke St, Canberra ACT 56,000 52,800 7.25%
3.75%
7.75%
8.00% 8.25% Director
131-139 Grenfell St. Adelaide SA 19,500 20,500 1.50% 1.25% 3.75% 9.00% Director May 2016
May 2016
203 Pacific Hwy, St Leonards NSW * ^ 47,500 45,500 ,00% 7.50% 7.50% 8.00% ndependent $\overline{5}$
438-517 Kingsford Smith Dr, Hamilton QLD 74,500 00% 3.00% 2017
154 Melbourne St, South Brisbane QLD Director 2016
Apr
77,500 $00\%$ ,75% Director 2015
Vlar
567 Swan St, Richmond VIC 61.000 .25% '.25% Director 2016
Viay
609,950 398,730

* The Trust owns 50% of 203 Pacific Highway, St Leonards NSW.

^ The Trust holds a leasehold interest in 44 Hampden Road, Artarmon NSW and 203 Pacific Highway, St Leonards NSW.

During the year, the Trust acquired 438-517 Kingsford Smith Drive, QLD, 154 Melbourne Street, QLD, and 567 Swan Street, VIC as part of the acquisition of CUA. In addition, the Trust disposed of 14 Mars Road, Lane Cove NSW for a gross sale price of \$26,000,000.

The Trust's weighted average capitalisation rate for the year is 7.19% (2016: 7.86%).

For the year ended 30 June 2017

8. Investment properties (continued)

Recognition and measurement

Investment properties are properties held either to earn rental income or for capital appreciation or for both. Investment properties are initially recorded at cost which includes stamp duty and other transaction costs. Subsequently, the investment properties are measured at fair value with any change in value recognised in profit or loss. The carrying amount of investment properties includes components relating to deferred rent, lease incentives and leasing fees.

An investment property is derecognised upon disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.

Valuation techniques and significant unobservable inputs

The fair value of the investment properties were determined by the directors of the Responsible Entity or by an external, independent valuation company having an appropriate recognised professional qualification and recent experience in the location and category of the properties being valued. Fair value is based on market values, being the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

The valuations were prepared by considering the following valuation methodologies:

  • Capitalisation Approach: the annual net rental income is capitalised at an appropriate market yield to arrive at the property's market value. Appropriate capital adjustments are then made where necessary to reflect the specific cash flow profile and the general characteristics of the property.
  • . Discounted Cash Flow Approach: this approach incorporates the estimation of future annual cash flows over a 10 year period by reference to expected rental growth rates, ongoing capital expenditure, terminal sale value and acquisition and disposal costs. The present value of future cash flows is then determined by the application of an appropriate discount rate to derive a net present value for the property.
  • Direct Comparison Approach: this approach identifies comparable sales on a dollar per square metre of lettable area basis and compares the equivalent rates to the property being valued to determine the property's market value.

The valuations reflect, when appropriate; the type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting of vacant accommodation and the market's general perception of their credit-worthiness; the allocation of maintenance and insurance responsibilities between the lessor and lessee; and the remaining economic life of the property. It has been assumed that whenever rent reviews or lease renewals are pending with anticipated reversionary increases, all notices and, where appropriate, counter notices have been served validly and within the appropriate time.

For the year ended 30 June 2017

8. Investment properties (continued)

Fair value measurement

The fair value measurement of investment property has been categorised as a Level 3 fair value as it is derived from valuation techniques that include inputs that are not based on observable market data (unobservable inputs).

Significant
unobservable
inputs
Fair value measurement sensitivity
to significant increase in input
Fair value measurement sensitivity to
significant decrease in input
Net passing rent Increase Decrease
Gross market rent Increase Decrease
Net market rent Increase Decrease
Capitalisation rate Decrease Increase
Terminal Yield Decrease Increase
Discount Rate Decrease Increase

Capitalisation and discount rates are considered significant Level 3 inputs. Refer to Note 16 for further information.

9. Investments held in listed trusts 30 Jun 2017
\$'000
30 Jun 2016
\$'000
Current
Investment in GPT Metro Office Fund ('GMF')
Opening balance 11,113
Acquisitions 10,755
Gain on fair value (excluding transaction costs) 89 358
Disposals at fair value (11, 202)
Closing balance of investment in GMF 11,113
Net gain/(loss) on fair value of investment in GMF
Gain on fair value (excluding transaction costs) 89 358
Brokerage and other transaction costs (644)
Distribution income 173
Net gain/(loss) on fair value after transaction costs 89 (113)

For the year ended 30 June 2017

30 Jun 2017
\$'000
30 Jun 2016
\$'000
9. Investments held in listed trusts (continued)
Investment in Centuria Urban REIT ('CUA')
Opening balance
Acquisitions ^ 14,476
Gain on fair value (excluding transaction costs) 554
Disposals at fair value (15,030)
Closing balance of investment in CUA
Net gain/(loss) on fair value of investment in CUA
Gain on fair value (excluding transaction costs) 554
Distribution income 241
Net gain on fair value after transaction costs 795
Total closing balance of investments held in listed
trusts 11,113
Total net gain on fair value of investments held in
listed trusts 884 (113)

^ On 23 November 2016 the Trust entered into a contract for the acquisition of 6,423,084 units (representing 8.76%) of Centuria Urban REIT (previously known as 360 Capital Office Fund), and the acquisition settled on 9 January 2017. On 14 June 2017, the unitholders of CUA voted to approve the merger, from which point the Trust is taken to have control over CUA. As such, the Trust no longer holds these units as an investment held at fair value through profit or loss as the units are eliminated on consolidation (refer to Note 10).

A financial asset is designated as at fair value through profit or loss upon initial recognition if:

  • (a) Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
  • (b) The financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Trust's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
  • (c) It forms part of a contract containing one or more embedded derivatives, and AASB 139 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as fair value through profit and loss.

Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. Fair value is determined in the manner described in Note 20.

For the year ended 30 June 2017

$10.$ Acquisitions of subsidiaries

Centuria Metropolitan REIT No. 2 ('CMR2')

On 9 February 2017, the Responsible Entity announced a proposal for a corporate simplification strategy which involved the de-stapling of CMR1 and CMR2, and acquisition of 100% of the units in CMR2 by CMR1. On 15 March 2017, the unitholders of CMA voted to approve the simplification strategy, with an implementation date of 22 March 2017. On the implementation date, all of the units on issue in CMR2 were transferred to CMR1 in exchange for the issue of additional units in CMR1. As such, from this date CMR1 has been recognised as a wholly owned subsidiary within the Trust's consolidated financial statements.

Centuria Urban REIT ('CUA')

On 3 March 2017, the Responsible Entity announced a merger proposal with CUA, of which it already owned an 8.76% interest, by way of acquiring 100% of the remaining units. On 14 June 2017, the unitholders of CUA voted to approve the merger, from which point the Trust is taken to have control over CUA. As such, from this date CUA's financial performance and financial position has been included within the Trust's consolidated financial statements. The Trust completed the acquisition of the remaining units effective 29 June 2017.

Details of the purchase consideration to acquire the controlling interest in CUA are as follows:

30 Jun 2017
\$'000
30 Jun 2016
\$'000
Cash paid 15,377
Units issued at fair value 144,142
Investments held at fair value through profit or loss 15,030
Total purchase consideration 174.549

The fair value of assets and liabilities assumed as a result of the acquisition are as follows:

30 Jun 2017
\$'000
30 Jun 2016
\$'000
Assets
Cash and equivalents 2,602
Trade and other receivables 846
Investment properties 213,000
Total assets 216,448
Liabilities
Trade and other payables 47,609
Derivatives 646
Total liabilities 48,255
Identifiable net assets acquired 168,193
Add: Consolidated goodwill
Less: Impairment of consolidated goodwill
6,356
Total purchase consideration 174,549

For the year ended 30 June 2017

$10.$ Acquisitions of subsidiaries (continued)

Recognition and measurement

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Trust elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred.

When the Trust acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

If the business combination is achieved in stages, any previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. After initial recognition, goodwill is measured at cost less any accumulated impairment losses.

Goodwill is reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognised directly in profit or loss.

30 Jun 2017
\$'000
30 Jun 2016
\$'000
2,912 $\blacksquare$
2,912 -

^ On 29 June 2017 the Trust entered into a contract for the acquisition of an investment property at 2 Kendall Street, Williams Landing. The Trust paid a 5% deposit, equivalent to \$2,912,000, with the balance of the purchase price of \$58,240,000 payable upon practical completion, which is expected to be in 2019.

For the year ended 30 June 2017

30 Jun 2017
\$'000
30 Jun 2016
\$'000
12. Trade and other payables
Current
Trade creditors and expenses payable 1.010 1,931
Interest payable 202 229
Distributions payable 5,224 5.075
Accrued investment property costs 988 1,810
Accrued investment transaction costs ۰ 599
Accrued subsidiary acquisition costs 3,676
Accrued equity raising costs 537
Other current creditors and accruals 7,116 1,581
18,753 11.225

Refer to Note 21 for amounts payable to related parties.

Trade payables and other accounts payable are recognised when the Trust becomes obliged to make future payments resulting from the purchase of goods and services and are recorded initially at fair value. net of any attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost.

Distributions paid and payable are recognised as distributions within equity. A liability is recognised where distributions have been declared but not been paid. Distributions paid are included in cash flows from financing activities in the consolidated statement of cash flows.

A provision is recognised if, as a result of a past event, the Trust has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

For the year ended 30 June 2017

30 Jun 2017
\$'000
30 Jun 2016
\$'000
13. Borrowings
Non-current
Secured Ioan 189,526 142,027
Borrowing costs (1,784) (937)
187,742 141,090

At 30 June 2017, the Trust had the following secured debt facilities:

Total facilities - bank loans 260,000 150,000
Facilities used at reporting date - bank loans (189, 526) (142, 027)
Facilities unused at reporting date - bank loans 70.474 7.973

As at 30 June 2017, the Trust had \$84,000,000 (2016: \$84,000,000) of interest rate swaps hedged against its drawn debt. Refer to Note 14 for further details on interest rate swap contracts held at, and contracts executed subsequent to, 30 June 2017.

All facilities are interest only facilities and are secured by first mortgages over the Trust's investment properties and a first ranking fixed and floating charge over all assets of the Trust.

The secured loans have covenants in relation to Loan to Value Ratio ('LVR') and Interest Coverage Ratio ('ICR') which the Trust has complied with during the year.

Borrowings are recorded initially at fair value, net of any attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest rate method with any difference between the initial and recognised amount and redemption value being recognised in profit or loss over the period of borrowing and are derecognised when the contractual obligations are discharged. cancelled or expire.

Refer to Note 20 for details on the Trust's exposure to risks associated with financial liabilities.

For the year ended 30 June 2017

$14.$ Derivatives

Interest rate swap contracts

Under interest rate swap contracts, the Trust agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the Trust to mitigate the risk of changing interest rates on the cash flow exposures on the variable rate debt held. The following table details the specific instruments held at reporting date, showing the notional principal amounts and contracted fixed interest rate of each contract:

Type of contract Maturity Date Contracted
fixed interest
rate
Notional
amount of
contract
\$'000
Fair value of
assets
\$'000
Fair value of
liabilities
\$'000
30 Jun 2017
Interest rate swap 10 Dec 19 2.85% 48,000 $\overline{\phantom{a}}$ (1,053)
Interest rate swap 10 Jul 20 2.55% 36,000 $\sim$ (562)
Interest rate swap 21 Jan 20 2.61% 20,000 (373)
104,000 ۰ (1,988)
30 Jun 2016
Interest rate swap 10 Dec 19 2.85% 48,000 (1,889)
Interest rate swap 10 Jul 20 2.55% 36,000 (1,217)
84,000 (3, 106)

On the 6th of July 2017, the Trust entered into two new interest rate swap arrangements which totalled \$100,000,000, at a weighted average rate of 2.18%. Subsequent to this, on 28 July 2017 a further \$40,000,000 swap agreement was entered into at a fixed rate of 2.22%. This has given certainty to the financing costs of the Trust with approximately 56% of the current drawn debt hedged.

Derivatives are initially recognised at fair value and attributable transaction costs are recognised in profit or loss when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and the resulting gain or loss is recognised in profit or loss.

The fair value of interest rate swaps is the estimated amount that the entity would receive or pay to transfer the swap at reporting date, taking into account current interest rates and the current creditworthiness of the swap counterparties.

The Trust has not applied hedge accounting to its derivative financial instruments.

Refer to Note 20 for details on the Trust's exposure to risks associated with financial liabilities.

For the year ended 30 June 2017

30 Jun 2017 30 Jun 2016
15.
Issued capital - CMR1
Units '000 \$'000 Units '000 \$'000
Opening balance 119,407 129,328 119.167 129,110
CMR2 applications - 22 Mar 2017 95,526 124,704 $\blacksquare$ $\sim$
Consolidation - 22 Mar 2017 (95, 526) $\blacksquare$ $\blacksquare$
CUA unitholder applications - 29 Jun 2017 58,834 144.142 SHOP
Distributions reinvested ۰ 240 265
Equity raising costs $\sim$ (537) (47)
Closing balance 178,241 397,637 119,407 129,328

CMR1 is the parent of the Trust. All units in CMR1 are of the same class and carry equal rights to capital and income distributions.

An equity instrument is any contract that evidences a residual interest in the assets of a Trust after deducting all of its liabilities. Equity instruments issued by the Trust are recognised at the proceeds received, net of direct issue costs.

30 Jun 2017 30 Jun 2016
16.
Non-controlling interest - CMR2
Units '000 \$'000 Units '000 \$'000
Opening balance 119,407 119,250 119,167 110,530
Redemptions - 22 Mar 2017 (119, 407) (124, 704)
Distributions reinvested $\blacksquare$ 240 229
Equity raising costs $\blacksquare$ $\qquad \qquad \blacksquare$ ۰ (47)
Distributions to members of CMR2 $\overline{a}$ (4,926) (9, 571)
Net profit attributable to members of CMR2 10,380 $\blacksquare$ 18,109
Closing balance $\qquad \qquad \blacksquare$ 119,407 119,250

On 22 March 2017, the units in CMR1 were unstapled to the units in CMR2 and CMR1 acquired 100% of the units in CMR2. Accordingly, there is no non-controlling interest of the Trust following this date.

$17.$ Contingent assets, liabilities and commitments

Unless otherwise stated in this report, the Trust has no contingent assets, liabilities or commitments as at 30 June 2017.

Centuria Metropolitan REIT Notes to the financial statements Cash flow

For the year ended 30 June 2017

18. Cash and cash equivalents 30 Jun 2017
\$'000
30 Jun 2016
\$'000
Cash and bank balances 8.187 4,911
8.187 4,911

Reconciliation of profit for the year to net cash flows from operating activities:

Net profit for the year 37,689 44.785
Adjustments:
Net gain on fair value of investment properties (17, 180) (23, 246)
Net (gain)/loss on fair value of listed investments (470) 113
(Gain)/loss on fair value of derivatives (1,420) 2.373
Disposed deferred rent and lease incentives (938)
Change in deferred rent and lease incentives (428) (3,263)
Change in capitalised leasing fees (545) (597)
Borrowing cost amortisation 367 193
Transaction costs 587
Changes in operating assets and liabilities:
(Increase)/decrease in receivables (142) 28
Decrease/(increase) in other assets (53)
Increase in payables 4,478 2,573
Net cash generated by operating activities 22,005 22,906

Cash and cash equivalents comprise of cash on hand and cash in banks, net of outstanding bank overdrafts.

For the year ended 30 June 2017

19. Auditor's remuneration 30 Jun 2017 30 Jun 2016
KPMG:
Audit and review of financials
150,000 118,500
Taxation and property due diligence services
Financial due diligence services & advice
5,118
$\sim$
63,000
143,000
155,118 324,500

Financial instruments 20.

Ά. Fair value

The fair values of financial assets and financial liabilities, together with the carrying amounts in the consolidated statement of financial position are as follows:

Measurement Fair Value
Hierarchy
Carrying amount Fair value
\$'000 \$'000
30 Jun 2017
Financial liabilities
Payables (excluding non-financial payables) Amortised Cost Not applicable 11,779 11,779
Borrowings (excluding borrowing costs) Amortised Cost Not applicable 189,526 189,526
Interest rate swaps Fair Value Level 2 1,988 1,988
203,293 203,293
30 Jun 2016
Financial assets
Investments in listed trust Level 2 11,113 11,113
11,113 11,113
Financial liabilities
Payables (excluding non-financial payables) Amortised Cost Not applicable 9,685 9,685
Borrowings (excluding borrowing costs) Amortised Cost Not applicable 142.027 142.027
Interest rate swaps Fair Value Level 2 3,106 3,106
154,818 154,818

The directors of the Responsible Entity consider that the carrying amount of the financial assets and financial liabilities recorded at amortised cost in the financial statements approximates their fair value.

For the year ended 30 June 2017

    1. Financial instruments
  • A. Fair value (continued)

Valuation techniques

The fair value of financial assets and financial liabilities are determined as follows:

. The fair value of interest rate swaps are determined using a discounted cash flow analysis. The future cash flows are estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contracted interest rates, discounted at a rate that reflects the credit risk of various counterparties.

The Trust classifies fair value measurements using a fair value hierarchy that reflects the subjectivity of the inputs used in making the measurements. The fair value hierarchy has the following levels:

  • . Level 1: derived from quoted prices (unadjusted) in active markets for identical assets or liabilities that the Trust can access at the measurement date.
  • Level 2: derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
  • Level 3: derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes 'observable' requires significant judgement by the Responsible Entity. The Responsible Entity considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

For the year ended 30 June 2017

20. Financial instruments (continued)

A. Fair value (continued)

Fair value hierarchy

The table below sets out the Trust's financial assets and liabilities (by class) measured at fair value according to the fair value hierarchy:

Total
\$'000
Level 1
\$'000
Level 2
\$'000
Level 3
\$'000
30 Jun 2017
Financial liabilities held at fair value
Interest rate swaps 1,988 1,988
1,988 1,988
30 Jun 2016
Financial assets held at fair value
Investments in listed trusts 11,113 11,113
11,113 11,113
Financial liabilities held at fair value
Interest rate swaps 3,106 3,106
3,106 3.106

There were no transfers between Level 1 and Level 2 during the period.

The Responsible Entity obtains independent valuations to measure the fair value of financial instruments at each reporting date. The Responsible Entity assesses and documents the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of International Financial Reporting Standards, including the level in the fair value hierarchy that the resulting fair value estimate should be classified.

B. Financial risk management objectives

The Trust is exposed to a variety of financial risks as a result of its activities. These potential risks include market risk (interest rate risk), credit risk and liquidity risk. The Trust's risk management and investment policies seek to minimise the potential adverse effects of these risks on the Trust's financial performance.

$C_{-}$ Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The Trust's activities expose it primarily to the financial risks of changes in interest rates. The Trust enters into derivative financial instruments to manage its exposure to interest rate risk and these include interest rate swaps that the Trust has entered into to mitigate the risk of rising interest rates.

For the year ended 30 June 2017

20. Financial instruments (continued)

$\mathbf{C}$ . Market risk (continued)

There has been no change to the Trust's exposure to market risks or the manner in which it manages and measures the risk from the previous year.

Interest rate risk management

In respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at reporting date:

30 Jun 2017 30 Jun 2016
Note Effective
interest rate
Total
\$'000
Effective
interest rate
Total
\$'000
Financial assets
Cash and cash equivalents 18 1.00% 8,187
8,187
1.08% 4,911
4,911
Financial liabilities
Borrowings (excluding
borrowing costs) 13 3.23% 189,526 3.09% 142,027
Interest rate swaps 14 2.70% 1.988 2.72% 3,106
191,514 145,133

The sensitivity analysis below has been determined based on the Trust's exposure to interest rates at the reporting date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period, in the case of financial assets and financial liabilities that have variable interest rates.

At reporting date, if variable interest rates had been 100 (2016: 100) basis points higher or lower and all other variables were held constant, the impact to the Trust would have been as follows:

Sensitivity impact
Variable
$+1-$
Rate increase Rate decrease
\$'000
\$'000
30 Jun 2017
Net profit/(loss) 1.00% 1,668 (1,730)
1.668 (1,730)
30 Jun 2016
Net profit/(loss) 1.00% 2,343 (2, 467)
2.343 (2, 467)

The Trust's sensitivity to interest rates calculated above is after taking into account the impact of interest rate changes on the interest rate swap fair values. The methods and assumptions used to prepare the sensitivity analysis have not changed during the year.

For the year ended 30 June 2017

$20.$ Financial instruments (continued)

D. Credit risk

The Trust has adopted the policy of dealing with creditworthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the financial risk of financial loss from default. The Trust's exposure and the credit ratings of its counterparties are continuously monitored by the Responsible Entity.

At 30 June 2017, the main financial assets exposed to credit risk are trade receivables. There were no significant concentrations of credit risk to counterparties at 30 June 2017. Refer to Note 7 for details of trade receivables.

The credit risk on receivables is minimal because of the proven remittance history of the counterparties. Credit risk from balances with banks and financial institutions is managed by the Responsible Entity in accordance with the Trust's investment policy. Cash investments are made only with approved counterparties.

The carrying amounts of financial assets best represent the maximum credit risk exposure at the reporting date.

Ε. Liquidity risk

The Trust's strategy of managing liquidity risk is in accordance with the Trust's investment strategy. The Trust manages liquidity risk by maintaining adequate banking facilities and through the continuous monitoring of forecast and actual cash flows and aligning the profiles of financial assets and liabilities.

The following tables summarise the maturity profile of the Trust's financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Trust can be required to pay. The tables include both interest and principal cash flows:

Effective
interest
rate
Total
principal and
interest
Less than 1
year
1 to 5 years 5+ years
\$'000 \$'000 \$'000 \$'000
30 Jun 2017
Trade and other payables $\equiv$ 11,779 11,779
Borrowings 3.23% 207.935 6,129 201,806
Derivative financial instruments 2.70% 1,988 1.988
221,702 19,896 201,806
30 Jun 2016
Trade and other payables 9,685 9,685
Borrowings 3.09% 167,647 4.631 163,016
Derivative financial instruments 2.72% 3.417 935 2,482
180 749 15 251 165 498

The principal amounts included in the above borrowings is \$189,526,000 (2016: \$142,027,000).

For the year ended 30 June 2017

$21.$ Related parties

Key management personnel

The Trust does not employ personnel in its own right. However it is required to have an incorporated Responsible Entity to manage the activities of the Trust and this is considered the key management personnel. The directors of the Responsible Entity are key management personnel of that entity and their names are:

Jason Huliich Peter Done Matthew Hardy Darren Collins

No compensation is paid directly by the Trust to any of the directors or key management personnel of the Responsible Entity.

Key management personnel loan disclosures

The Trust has not made, guaranteed or secured, directly or indirectly, any loans to the key management personnel or their personally related entities at any time during the reporting period.

Responsible entity fees and other transactions

The Responsible Entity is entitled to a management fee which is calculated at 0.55% of the gross value of assets held plus GST.

At reporting date an amount of \$247,384 (2016: \$188,802) owing to the Responsible Entity and its related parties was included in trade and other payables. The payables are non-interest bearing with payment terms and conditions consistent with normal commercial practices.

The following fees were paid and/or payable to the Responsible Entity and its related parties from the Trust and all subsidiaries during the financial year:

30 Jun 2017 30 Jun 2016
Leasing fees 575,531 135,250
Management fees 2,385,042 1,984,964
Custodian fees 4,438 $\blacksquare$
Fund recoveries 38,865
Property management fees 477,359 340,229
Development fees 134,915 205,931
Other professional fees 16,902 34,362
3,633,052 2,700,736

All transactions with related parties are conducted on normal commercial terms and conditions. From time to time Centuria Property Funds Limited, its directors or its director-related entities may buy or sell securities in the Trust. These transactions are on the same terms and conditions as those entered into by other Trust investors.

For the year ended 30 June 2017

Related parties (continued) $21.$

Centuria Urban REIT merger

On 9 January 2017, the Responsible Entity for CUA was acquired by Centuria Capital Group. As Centuria Capital Group also hold an ownership interest in the Responsible Entity for the Trust, CUA is considered a related party to the Trust from this date. On 3 March 2017, the Responsible Entity announced a merger proposal with CUA, of which it already owned an 8.76% interest, by way of acquiring 100% of the remaining units. On 14 June 2017, the unitholders of CUA voted to approve the merger and the Trust completed the acquisition of the remaining units effective 29 June 2017. During the period from 9 January 2017 to 14 June 2017, the Trust received a distribution of \$240,866 from CUA.

Securities in the Trust held by related parties

At 30 June 2017, the following related parties of the Responsible Entity hold units in the Trust:

Closing
securities held
Closing
interest held
30 Jun 2017
Centuria Capital No. 2 Office Fund 12,890,787 7.23%
Over Fifty Guardian Friendly Society Limited 11,521,625 6.46%
Centuria Growth Bond Fund 4,739,200 2.66%
Centuria Capital No. 2 Fund 2,590,837 1.45%
Centuria Balanced Bond Fund 357,143 0.20%
Roger William Dobson 208,334 0.12%
Centuria High Growth Fund 150,000 0.08%
Nicholas Collishaw 132,511 0.07%
Peter Done 75,000 0.04%
John McBain 63,158 0.04%
Darren Collins 20,000 0.01%
Matthew Hardy 17,080 0.01%
Jason Huljich 3,174 0.002%
32,768,849 18.37%
30 Jun 2016
Over Fifty Guardian Friendly Society Limited 11,521,625 9.65%
Centuria Growth Bond Fund 4,739,200 3.97%
Centuria Capital Limited 2,590,837 2.17%
Centuria Balanced Bond Fund 357,143 0.30%
Roger William Dobson 208,334 0.17%
Nicholas Collishaw 132,511 0.11%
Peter Done 75,000 0.06%
John McBain 63,158 0.05%
Darren Collins 20,000 0.02%
Matthew Hardy 17,080 0.01%
Jason Huljich 3,174 0.003%
19,728,062 16.51%

No other related parties of the Responsible Entity held units in the Trust.

For the year ended 30 June 2017

$21.$ Related parties (continued)

Other transactions within the Trust

No director has entered into a material contract with the Trust since the end of the previous year and there were no material contracts involving directors' interests subsisting at year end.

$22.$ Events subsequent to reporting date

On the 6th of July 2017, the Trust terminated its existing \$104,000,000 interest rate swaps and entered two new swap contracts for \$100,000,000 at a weighted average fixed rate of 2.18%. In addition, on the 28th of July 2017 a further \$40,000,000 swap contract was entered into at a rate of 2.22%.

On the 13th of July 2017, the Responsible Entity announced an Equity Raise of approximately \$90,000,000 comprising of a \$25,000,000 institutional placement and an offer to raise approximately \$65,000,000 through a non-renounceable entitlement offer. The issue price of \$2.35 per new security represented a 2.5% discount to CMA's closing price of \$2.41 on 12 July 2017. The new securities issued will rank equally with existing securities and will be entitled to the full distribution for the quarter ended 30 September 2017. All new equity has now been received and new securities allotted.

On the 1st of August 2017, the Trust settled on two new commercial office assets in Perth. Western Australia. The properties are located at 42-46 Colin Street & 144 Stirling Street, and were acquired for \$33,600,000 and \$58,200,000 respectively.

There are no other matters or circumstances which have arisen since the end of the period and the date of this report, in the opinion of the Responsible Entity, which significantly affect the operations of the Fund. the results of those operations, or the state of affairs of the Fund, in future financial vears.

30 Jun 2017
\$'000
30 Jun 2016
\$'000
23. Parent entity disclosures
Financial position*
Assets
Current assets 10,650 5,352
Non-current assets 293,561 152,654
Total assets 304,211 158,006
Liabilities
Current liabilities 10,037 5,363
Non-current liabilities 4,293 4,293
Total liabilities 14,330 9,656
Equity
Issued capital 272,933 129,328
Retained earnings 16,948 19,022
Total equity 289,881 148,350

For the year ended 30 June 2017

30 Jun 2017
\$'000
30 Jun 2016
\$'000
23. Parent entity disclosures (continued)
Financial performance*
Profit for the year* 27,309 26,676
Total comprehensive income for the year 27,309 26,676

At reporting date, CMR1 has not entered into any guarantees or commitments to purchase property plant and equipment.

* The above table represents the stand alone financial position and performance of CMR1 and does not include the financial position or performance of its subsidiaries. Accordingly, the amounts reflected above may be different from the consolidated financial statements.

$24.$ Additional information

The registered office and principal place of business of the Trust and the Responsible Entity are as follows:

Registered office:

Suite 39.01, Level 39, 100 Miller Street NORTH SYDNEY NSW 2060

Principal place of business: Suite 39.01, Level 39, 100 Miller Street NORTH SYDNEY NSW 2060

Centuria Metropolitan REIT Directors' declaration

For the year ended 30 June 2017

The directors of Centuria Property Funds Limited, the Responsible Entity of Centuria Metropolitan REIT ('the Trust'), declare that:

  • $(a)$ in the directors' opinion, there are reasonable grounds to believe that the Trust will be able to pay its debts as and when they become due and payable;
  • the attached financial statements and notes thereto are in compliance with International Financial $(b)$ Reporting Standards, as stated in Note 1 to the financial statements; and
  • in the directors' opinion, the attached financial statements and notes 1 to 24 are in accordance with the $(c)$ Corporations Act 2001, including compliance with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and giving a true and fair view of the Trust's financial position as at 30 June 2017 and of its performance for the financial year ended on that date.

Signed in accordance with a resolution of the board of directors of the Responsible Entity made pursuant to s.295(5) of the Corporations Act 2001.

Peter Done

Director

Dated at Sydney this $14th$ day of Auqust

Jason Huljich Director

2017.

Independent Auditor's Report

To the unitholders of Centuria Metropolitan REIT

Opinion

We have audited the Financial Report of Centuria Metropolitan REIT (the Group).

In our opinion, the accompanying Financial Report of the Group is in accordance with the Corporations Act 2001, including:

  • giving a true and fair view of the Group's financial position as at 30 June 2017 and of its financial performance for the year ended on that date; and
  • complying with Australian Accounting ٠ Standards and the Corporations Regulations 2001.

The Financial Report comprises:

  • Consolidated statement of financial position as at 30 June 2017
  • Consolidated statement of profit or loss and other comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended
  • Notes including a summary of significant accounting policies
  • Directors' Declaration.

The Group consists of Centuria Metropolitan REIT and its controlled entities at the year-end or from time to time during the financial year.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the Financial Report section of our report.

We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code.

Key Audit Matters

The Key Audit Matter we identified is:

• Valuation of Investment Properties

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Report of the current period.

These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of Investment Properties (\$610m)
Refer to Note 8 to the Financial Report
The key audit matter How the matter was addressed in our audit
The valuation of investment properties is a key
audit matter as they are significant in value to the
Group and significant judgment is required in
estimating their value.
Investment properties are valued at fair value
and the fair value is determined using internal
Our procedures included:
Evaluating management's process regarding
the preparation, review and approval of the
valuation of investment properties;
Assessing whether the methodology used in
the valuation of investment properties was
methodologies or through the use of external
valuation experts.
The valuation methodology for investment
consistent with accounting standards;
For a sample of investment properties:
properties require significant judgments on the
following inputs used:
- capitalisation rates;
Assessing the competence and objectivity of
٠
external independent experts and internal
valuers: and
- discount rates: Challenging key assumptions
includina
۰
capitalisation rates, discount rates, market
- market rents:
- vacancy levels:
- projections of capital expenditure;
rents, vacancy levels, projections of capital
expenditure
leasing
and
incentives

benchmarking to external market data and
historical performance of the asset.
- leasing incentives.

Other Information

Other Information is financial and non-financial information in Centuria Metropolitan REIT's annual reporting which is provided in addition to the Financial Report and the Auditor's Report. The Directors of Centuria Property Funds Limited (the Responsible Entity) responsible for the Other Information.

The Other Information we obtained prior to the date of this Auditor's Report was the Directors' Report, Corporate Governance Statement and Additional ASX Information. The remaining sections of the Group's annual reporting relating to Fund Update, Strategies and Objectives are expected to be made available to us after the date of the Auditor's Report.

Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not and will not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor's Report we have nothing to report.

Responsibilities of the Directors for the Financial Report

The Directors of Centuria Property Funds Limited are responsible for:

  • preparing the Financial Report that gives a true and fair view in accordance with Australian $\bullet$ Accounting Standards and the Corporations Act 2001
  • implementing necessary internal control to enable the preparation of a Financial Report that gives $\bullet$ a true and fair view and is free from material misstatement, whether due to fraud or error
  • assessing the Group's ability to continue as a going concern. This includes disclosing, as applicable, $\bullet$ matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the Financial Report

Our objective is:

  • to obtain reasonable assurance about whether the Financial Report as a whole is free from material $\bullet$ misstatement, whether due to fraud or error; and
  • to issue an Auditor's Report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Financial Report.

A further description of our responsibilities for the Audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_files/ar2.pdf. This description forms part of our Auditor's Report.

KPMG

NigerVirgo

Partner

Sydney

14 August 2017

Centuria Metropolitan REIT Corporate governance statement

For the year ended 30 June 2017

The Corporate Governance Statement for the Trust can be found in the current Product Disclosure Statement dated 11 November 2014 and is also available on the Centuria website at http://www.centuria.com.au/listedproperty/corporate-governance/

Centuria Metropolitan REIT Additional ASX information

As at 1 August 2017

Distribution of holders of securities

Holding range Number of
securities
Number of
holders
Percentage of
total $(\%)$
1 to 1,000 72,991 302 0.04
1.001 to 5,000 2.414.344 700 1.18
5,001 to 10,000 5,861,998 743 2.86
10,001 to 100,000 35,457,800 1.318 17.29
100,001 and over 161,261,337 93 78.63
Total 205,068,470 3,156 100.00

Substantial security holders

Number of
securities
Percentage of
total $(\%)$
CITICORP NOMINEES PTY LIMITED 37,231,191 18.16
J P MORGAN NOMINEES AUSTRALIA LIMITED 36,086,793 17.60
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 17, 145, 124 8.36
NATIONAL NOMINEES LIMITED 15,399,078 7.51
CENTURIA INVESTMENT HOLDINGS PTY LIMITED 14,904,973 7.27
Total 120,767,159 58,90

Voting rights

All securities carry one vote per security without restriction.

Top 20 security holders

Number of
securities
Percentage of
total $(\%)$
CITICORP NOMINEES PTY LIMITED 37,231,191 18.16
J P MORGAN NOMINEES AUSTRALIA LIMITED 36,086,793 17.60
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 17, 145, 124 8.36
NATIONAL NOMINEES LIMITED 15,399,078 7.51
CENTURIA INVESTMENT HOLDINGS PTY LIMITED 14,904,973 7.27
BNP PARIBAS NOMINEES PTY LTD 4,926,685 2.40
CENTURIA FUNDS MANAGEMENT LIMITED 2,995,656 1.46
WYLLIE GROUP PTY LTD 2,200,000 1.07
G C F INVESTMENTS PTY LTD 1,817,227 0.89
CONTEMPLATOR PTY LTD 1,452,779 0.71
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 1,348,168 0.66
AMP LIFE LIMITED 1,327,349 0.65
SANDHURST TRUSTEES LTD 1,155,000 0.56
TRISTAR METALS PTY LTD 970,000 0.47
HORRIE PTY LTD 891,912 0.43
PERSHING AUSTRALIA NOMINEES PTY LTD 874,038 0.43
SOUTH CREEK INVESTMENTS PTY LTD 850,000 0.41
CITICORP NOMINEES PTY LIMITED 703,982 0.34
PAKLITE HOLDINGS PTY LTD 689,939 0.34
AVANTEOS INVESTMENTS LIMITED <1703553 JOHNSON A/C> 678,139 0.33
Total 143,648,033 70.05