CENTURIA OFFICE REIT — Capital/Financing Update 2015

May 13, 2015

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, $04/03/13$

Name of entity

Centuria Property Funds Limited (ABN 11 086 553 639) (CPFL) in its capacity as responsible entity of Centuria Metropolitan REIT No. 1 (ARSN 124 364 718) and Centuria Metropolitan REIT No. 2 (ARSN 124 364 656) (together referred to as Centuria Metropolitan REIT).

ABN

See above

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$	+ Class of + securities issued or to be issued	Fully paid ordinary stapled securities (Stapled Securities)
$\overline{2}$	Number of + securities issued or be issued (if known) or to maximum number which may be issued	This Appendix 3B provides an update to the approximate number of Stapled Securities specified in the Appendix 3B issued by CPFL on 29 April 2015 in connection with the underwritten non-renounceable entitlement offer announced by it to ASX on 29 April 2015 (the Entitlement Offer). 23,745,630 Stapled Securities under the institutional component of the Entitlement Offer. 717,214 Stapled Securities under the early retail component of the Entitlement Offer. Approximately 23,203,928 Stapled Securities for the remaining Stapled Securities under

the retail component of the Entitlement Offer. The final number of remaining Stapled Securities to be issued will be subject to the determination of CPFL and rounding.

• Principal terms of the +securities $\overline{\mathbf{3}}$ (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for +convertible payment; if securities, the conversion price and dates for conversion)
• Do the ⁺securities rank equally $\overline{4}$ in all respects from the ⁺issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust. distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution $\alpha$ r interest payment

Issue price or consideration 5

Purpose of the issue 6 (If issued as consideration for the acquisition of assets, clearly identify those assets)

Same as existing Stapled Securities

Yes

\$2.10 per Stapled Security

Proceeds of the Entitlement Offer will be used to partially fund the acquisition, including transaction costs, of the following new properties:

• 54 Marcus Clarke Street, Canberra; $\overline{1}$ .
• 60 Marcus Clarke Street, Canberra; $2.$
• 35 Robina Town Centre Drive, $3.$ Robina; and
• levels 5-9, 131-139 Grenfell Street, $4.$ Adelaide.

Debt and existing cash will fund the balance of the acquisitions and transactions costs.

Further details are set out in the investor presentation given to ASX on 29 April 2015.

⁺ See chapter 19 for defined terms.

6a Is the entity an ⁺eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the ⁺securities the subject of this Appendix 3B, and comply with section 6i

• 6_b The date the security holder resolution under rule 7.1A was passed
• 6с Number of ⁺securities issued without security holder approval under rule 7.1
• 6d Number of ⁺securities issued | N/A with security holder approval under rule 7.1A
• 6e Number of ⁺securities issued [ with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• Number of ⁺securities issued | 6f under an exception in rule 7.2
• If +securities issued under rule | 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule $7.1A$ $for$ non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• Calculate the entity's remaining 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

N_o

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

$\overline{7}$

8

⁺Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number and ⁺class *securities quoted on (including the ⁺securit section 2 if applicable)

15 May 2015 for Stapled Securities issued under the institutional component and early retail component of the Entitlement Offer. 29 May 2015 for Stapled Securities issued under the retail component of the Entitlement Offer (excluding the early retail component).

	Number	+ Class
all of	After the allotment	Fully paid ordinary
ASX	Stapled the of	Stapled Securities
in ies	Securities under the
	institutional
	and component
	retail early
	component of the
	Offer, Entitlement be
	will there
	95,963,002 Stapled Securities on issue.
	After the allotment
	of the remaining
	Securities Stapled
	retail under the
	component of the
	Offer, Entitlement
	there are expected to
	119,166,930 be
	Stapled Securities on
	issue (based on the
	approximate number
	of remaining Stapled Securities be to
	the under issued
	retail component of
	Entitlement the
	Offer specified in
	of this $\overline{2}$ item
	Appendix 3B).

Number and ⁺class of all 9 *securities not quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+ Class
N/A	N/A

04/03/2013

⁺ See chapter 19 for defined terms.

Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests) $10\,$

Same distribution entitlements as existing Stapled Securities

Part 2 - Pro rata issue

11	ls holder security approval required?	No
12	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the + securities will be offered	2 new Stapled Securities for every 3 Stapled Securities held as at the record date for the Entitlement Offer
14	+ Class of + securities to which the offer relates	Fully paid ordinary Stapled Securities
15	+Record date determine to entitlements	7pm (Sydney time) on Monday, 4 May 2015
16	Will holdings different on registers (or subregisters) be aggregated for calculating entitlements?	No
17	Policy for deciding entitlements in relation to fractions	Fractional entitlements will be rounded to the next higher whole number of new
		Stapled Securities.
18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with.	For the institutional component of the Entitlement Offer, all jurisdictions other than Australia, New Zealand, Singapore and Hong Kong.
	Cross reference: rule 7.7.	For the retail component of the Entitlement Offer, all jurisdictions other
		than Australia and New Zealand.

19	of Closing date for receipt acceptances or renunciations	4.00pm, Wednesday 29 April 2015 for the institutional component of the Entitlement Offer
		5.00pm, Wednesday 13 May 2015 for the early retail component of the Entitlement Offer.
		5.00pm, Thursday 21 May 2015 for the final retail component of the Entitlement Offer
20	Names of any underwriters	UBS AG, Australia Branch
21	Amount of any underwriting fee or commission	An underwriting fee of 2.00% of the proceeds of the Entitlement Offer (the underwriter will rebate the portion of the underwriting fee that relates to the participation of Centuria Capital Limited (ABN 22 095 454 336) and certain of its associates) and a management fee of 1.00% of the proceeds of the Entitlement Offer
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	Nil
25	If the issue is contingent on security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	No product disclosure statement is being A Retail Offer Booklet and prepared. Acceptance Form was sent to eligible retail securityholders on 7 May 2015

$+$ See chapter 19 for defined terms.

27	If the entity has issued options, ] and the terms entitle option
	holders to participate on
	exercise, the date on which notices will be sent to option
	holders

• $28$ Date rights trading will begin (if applicable)
• 29 Date rights trading will end (if $N/A$ applicable)
• 30 How do security holders sell their entitlements in full through a broker?

$3¹$ How do security holders sell part of their entitlements through a broker and accept for the balance?

How do security holders dispose $32$ of their entitlements (except by sale through a broker)?

⁺Issue date 33

Refer to Item 7 of this Appendix $3B$

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of ⁺securities $34$ (tick one)
• $(a)$

*Securities described in Part 1

$(b)$

All other ⁺securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

$N/A$

$N/A$

$N/A$

$N/A$

$N/A$

	35 If the 'securities are 'equity securities, the names of the 20 largest holders of the additional + securities, and the number and percentage of additional + securities
	held by those holders

If the *securities are *equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000

100,001 and over

37

A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

• Number of ⁺securities for which 38 ⁺quotation is sought
• ⁺Class of ⁺securities for which 39 quotation is sought
• Do the ⁺securities rank equally in 40 all respects from the ⁺issue date with an existing ⁺class of quoted ⁺securities?

If the additional ⁺securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do $\bullet$ not rank equally, other than in relation to the next dividend, distribution interest $\overline{or}$ payment
• Reason for request for quotation 41 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another ⁺security, clearly identify that other 'security)

⁺ See chapter 19 for defined terms.

Number and $^+{\rm class}$ of all $42$ ¹securities quoted on ASX (including the ⁺securities in clause 38)

Number	$+C$ lass

Quotation agreement

• ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX $\mathbf 1$ may quote the ⁺securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted +quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

== == == == ==

$\Omega$ (Company/secretary)

Date: 14 May 2015

Sign here:

Print name:

Matthew Coy

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 - Issues exceeding 15% of capital Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Add the following: Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval $\bullet$ Number of partly paid +ordinary securities that became fully paid in that 12 month period Note: $\bullet$ Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid +ordinary securities cancelled during that 12 month
period "A"

⁺ See chapter 19 for defined terms.

"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period not counting those issued:
Under an exception in rule 7.2
Under rule 7.1A $\bullet$
With security holder approval under rule $\bullet$ 7.1 or rule 7.4
Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the securities $\bullet$ the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of $\bullet$ securities on different dates as separate line items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1 "A" x 0.15 Note: number must be same as shown in Step 2
Subtract "C"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] – "C"

⁺ See chapter 19 for defined terms.

Part 2

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A"
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of + equity securities issued or agreed to be issued in that 12 month period under rule 7.1A
Notes: This applies to equity securities - not just ordinary securities Include here $-$ if applicable $-$ the securities the subject of the Appendix 3B to which this form is annexed $\bullet$ Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of $\bullet$ securities on different dates as separate line items
"F"

⁺ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" $\times$ 0.10
Note: number must be same as shown in Step 2
Subtract "E"
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] - "E"
	Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.