CENTURIA OFFICE REIT — Capital/Financing Update 2015

Apr 28, 2015

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Centuria Property Funds

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Centuria Metropolitan REIT

Market Update, Acquisitions & $100 million Entitlement Offer

29 April 2015

1

DISCLAIMER

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Summary information

This document has been issued by Centuria Property Funds Limited ABN 11 086 553 639 AFSL No. 231149 ( CPFL ) in its capacity as the responsible entity of Centuria Metropolitan REIT No. 1 ARSN 124 364 718 and Centuria Metropolitan REIT No. 2 ARSN 124 364 656 (together, " the Fund "). The information in this document is current as at 29 April 2015 unless otherwise stated.

The information in this document is in summary form and does not purport to be complete or to contain all the information that an investor should consider when making an investment decision. It should be read in conjunction with the Fund's other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au. Due to the impact of rounding, the totals shown for charts, graphs or tables in this document may not equate to the sum of the individual components of the relevant chart, graph or table.

Exclusion of liability

The document has been prepared from information believed to be accurate, however, no representation or warranty, express or implied, is made as to the accuracy, adequacy or completeness of any information contained in the document. To the maximum extent permitted by law, CPFL, its related bodies corporate, agents and advisers and their respective directors, officers and employees, disclaim all liability (including for negligence) for any loss or damage resulting from the issue or use of, or reliance on, anything contained in or omitted from this document.

General information only

The information in this document is general information only and does not take into account your individual objectives, financial situation or needs. Consequently you should consider whether the information in this document is appropriate for you in light of your objectives, financial situation or needs. CPFL encourages you to seek independent financial and taxation advice before making any investment decision.

Forward-looking statements

No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statement in this document, or any events or results expressed or implied in any forward-looking statement. These statements can generally be identified by the use of words such as "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", "could", "may", "target", "predict", "guidance", "plan" and other similar expressions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Such forward-looking statements are not guarantees of future performance and are by their nature subject to significant uncertainties, risks and contingencies. Actual results or events may differ materially from any expressed or implied in any forward-looking statement and deviations are both normal and to be expected. Past performance is not a reliable indicator of future performance.

An investment in stapled securities in the Fund ( Stapled Securities ) is subject to risks, including loss of income and capital. Persons should have regard to the key risks outlined in Appendix C of this document. CPFL does not guarantee any particular rate of return or the performance of the Fund nor does it guarantee the repayment of capital from the Fund.

Not an offer

This document is not an offer for subscription, invitation or sale with respect to any Stapled Securities in any jurisdiction and is not a product disclosure statement or other offering document under Australian law or any other law. Nothing in this document shall form the basis of any contract or commitment, or constitute legal or tax advice. Persons who come into possession of this document who are not in Australia should seek advice on and observe any legal restrictions on distribution in their own jurisdiction. Any failure to comply with such restrictions may constitute a violation of applicable securities law.

2

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

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MARKET UPDATE

3

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

MARKET UPDATE: MAJOR DEVELOPMENTS SINCE ASX LISTING

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Centuria Metropolitan REIT (the Fund) has had an active period since listing on 10 December 2014

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3 Carlingford Road, Epping
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1

2

3

“Locked-in" low interest rates

• On 15 December 2014 the Fund entered into a five year interest rate swap to hedge 100% of its drawn debt at IPO at an all in interest rate of approximately 4.1%

Leasing success at 9 Help Street, Chatswood

• The Fund has reached agreement with CH2MHill Pty Ltd to extend its lease over its core premises of 1,815 sqm for three years to 31 March 2019 (previous expiry 31 March 2016)

• As part of the agreement CH2MHill have surrendered 1,102 sqm of surplus space, a portion of which (588 sqm) has since been leased to a division of Lend Lease for use as project space

• These transactions have increased the building's weighted average lease expiry ( WALE ) from 1.7 years at ASX listing to 1.9 years as at 31 March 2015

Lodgement of draft master plan and new independent valuation at 3 Carlingford Road, Epping:

• The Fund, together with the owners of certain properties surrounding 3 Carlingford Road, lodged a draft master plan with Parramatta City Council to pursue re-zoning and development approval at 3 Carlingford Road and certain surrounding properties

• 3 Carlingford Road was independently revalued as at 31 March 2015, resulting in a $4.5 million or 27% increase on prior book value

4

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

MARKET UPDATE: RE-STATEMENT OF PDS FORECAST

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• The Fund has entered into an agreement with CH2MHill to extend the lease over its core premises for three years to 31 March 2019

• As part of the agreement CH2MHill have surrendered 1,102 sqm of surplus space in return for partial upfront payment to the Fund

• This upfront payment from CH2MHill has had the effect of bringing forward into FY15, earnings that would previously have been recognised in FY16

• The Fund has also entered into a lease agreement with a division of Lend Lease over a portion of the surrendered space (588 sqm), which has offset the impact of a marginal discount given to CH2MHill for early prepayment

• The CH2M Hill transaction is earnings neutral for the Fund, noting the Fund has:

• recognised and received cash earlier than previously forecast; and

• increased the amount of time it has to lease the vacated area creating potential to increase earnings compared to the original PDS

• The Fund's re-stated PDS forecast over FY15 and FY16 (Forecast Period) is shown below[(1)] :

Adjusted forecast for CH2MHill surrenderpayment	FY15	FY16
Net surrenderpayment impact	+$0.4m	($0.5m)
Re-leasingspace to a division of Lend Lease	+$0.1m	-
Net impact	+$0.5m	($0.5m)
Re-stated Distributable Earnings	$7.5m	$12.4m
Re-stated Distributable Earningsper Stapled Security	10.5c	17.3c

(1) The re-stated PDS forecast does not include the impact of the Acquisitions and Entitlement Offer.

(2) Distributable earnings reflects timing of actual ASX listing and Stapled Securityholder entitlement to income from 9 December 2014. FY15 distributable earnings reflects an 8.80% annualised yield on IPO issue price, and is in-line with PDS forecast.

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

5

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60 Marcus Clarke Street, Canberra
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ACQUISITIONS & ENTITLEMENT OFFER

6

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

ACQUISITIONS AND ENTITLEMENT OFFER: SUMMARY

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The Fund seeks to provide investors with income returns and the potential for capital growth

1

Property acquisitions

• The Fund has entered into agreements to acquire four properties from three separate vendors ( Acquisitions )[(1)]

• The total purchase price for the Acquisitions is $129.3 million, reflecting an initial yield of 8.5%[(2)] and a WALE of 4.5 years[(3)]

• The Acquisitions are in line with the Fund's strategy to invest in office and industrial assets in Australian metropolitan markets which generate income returns and offer the potential for capital growth through active management

• The Acquisitions are expected to settle prior to 30 June 2015

2

Entitlement Offer

• To partially fund the Acquisitions, the Fund is undertaking a fully underwritten 2 for 3 accelerated non-renounceable entitlement offer to raise approximately $100 million at a fixed price of $2.10 per Stapled Security (the Entitlement Offer)

• New Stapled Securities will rank equally with existing Stapled Securities and will be fully entitled to the June 2015 quarterly distribution

• Pro forma gearing is expected to be approximately 25%[(4)]

• The Fund is committed to maintaining a conservative capital structure, with a target gearing range of 25 – 35%

3 Financial forecast

• The Fund is forecasting a distribution for the quarter ending June 2015 of 4.16 cents per Stapled Security. If all Acquisitions proceed, there will be no impact to this forecast as a result of the Entitlement Offer and Acquisitions

• The Fund is forecasting a 3.5% increase to distributable earnings in FY16[(5)]

4

Stapled Securityholder approval

• One of the properties (Grenfell Street, Adelaide) is being acquired from a related party of CPFL, and is subject to approval by CMA Stapled Securityholders[(6)]

• The Entitlement Offer is not conditional on CMA Stapled Securityholder approval of the acquisition of Grenfell Street, Adelaide

• (1) One of the four properties to be acquired by the Fund, Grenfell Street, Adelaide, is being acquired from Centuria 131-139 Grenfell Street Fund, which is a related party of CPFL, the responsible entity of CMA. Stapled Securityholder approval is required under ASX Listing Rule 10.1 for this acquisition.

• (2) As at 1 July 2015 excluding any acquisition costs. (3) By area.

• (4) On completion of the Acquisitions and the Entitlement Offer.

• (5) Assumes the completion of the Acquisitions. Based on restated PDS forecast of 17.3 cents per Stapled Security as detailed on slide 5.

• (6) See slide 21 for more information.

7

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

ACQUISITIONS AND ENTITLEMENT OFFER: PROPERTY DETAILS

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The four properties to be acquired are independently valued at $129.3 million, reflecting an initial yield of 8.5% and are located in the metropolitan markets of Adelaide, Canberra and the Gold Coast

Property	State	Independent valuation ($m)(1)	Initial yield(2)	Cap rate	NLA(3) (sqm)	WALE(4) (years)	Occupancy(4)
60 Marcus Clarke Street, Canberra	ACT	49.1	8.5%	8.3%	12,215	2.2	76.1%
35 Robina Town Centre Drive, Robina	QLD	46.0	8.0%	7.8%	9,814	8.5	100.0%
131-139 Grenfell Street, Adelaide(5)	SA	20.0	9.9%	9.1%	4,052	4.7	100.0%
54 Marcus Clarke Street, Canberra	ACT	14.2	8.5%	10.0%	5,161	2.1	76.0%
Total		129.3	8.5%	8.4%	31,241	4.5	86.7%

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60 and 54 Marcus Clarke Street, Canberra
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60 Marcus Clarke Street, Canberra
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• (1) As at 31 March 2015.

• (2) As at 1 July 2015 excluding any acquisition costs.

• (3) Net Lettable Area (NLA).

• (4) By area.

• (5) Levels 5 – 9.

8

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

ACQUISITIONS AND ENTITLEMENT OFFER: TRANSACTION RATIONALE

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The Acquisitions are in line with the Fund's objectives and have strong strategic rationale

1

Quality properties acquired with significant future upside

• Acquisitions create a broader platform for future income and capital growth

• Acquisitions provide a complementary mixture of income streams from long leases to high quality tenants and the potential to add value by leasing vacant space and addressing upcoming expiries

2

Improves portfolio scale and diversification

• The value of the Fund's property portfolio will increase from $187 million at 31 March 2015 to $317 million[(1)] reflecting a c.70% increase

• Further diversifies the Fund's asset base

• Tenant diversification also improves, with the top 10 tenants accounting for approximately 60% of total gross income and tenant quality is maintained across major organisations, listed corporates and state government departments

3

Solid financial metrics

• The Acquisitions and Entitlement Offer provide a solid base from which to grow distributable earnings and distributions

• The Fund's strong and conservative balance sheet is maintained with pro forma gearing on completion of the Acquisitions and Entitlement Offer of approximately 25% being at the low end of the target range

4

Enhanced scale and liquidity

• The Fund's market capitalisation is expected to increase from $155 million[(2)] to $255 million[(3)]

• Expected increased liquidity and market capitalisation improves the Fund's eligibility for future inclusion in the ASX300 Index

• (1) Based on the most recent independent valuations.

(2) Based on the price of existing Stapled Securities as at close on 28 April 2015 of $2.17.

• (3) Based on the price of existing Stapled Securities as at close on 28 April 2015 of $2.17 and the $2.10 issue price for new Stapled Securities under the Entitlement Offer ( New Stapled Securities ).

9

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

ACQUISITIONS AND ENTITLEMENT OFFER: FINANCIAL IMPACT

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The Fund is forecasting a 3.5% increase to distributable earnings in FY16

• The acquisitions are accretive to distributable earnings from settlement

• FY16 forecast distributable earnings equate to a yield of 8.5% on the issue price for the New Stapled Securities

• FY16 forecast distributions equate to a yield of 8.1% on the issue price for the New Stapled Securities

Key financial metrics	PDS(1)	Pro forma(2)
FY16 forecast distributable earnings (cents per Stapled Security)	17.3	17.9
FY16 forecast distributions (cents per Stapled Security)	17.0	17.0
NTA per Stapled Security	$1.91	$1.93(3)
Market capitalisation	$143m(4)	$255m(5)

• New Stapled Securities will rank equally with existing Stapled Securities and will be fully entitled to the forecast June 2015 quarterly distribution of 4.16 cents per Stapled Security

• The Fund's pro forma NTA as at 31 March 2015 is $1.93

• Pro forma gearing of approximately 25% remains at the low end of the Fund's target range of 25 – 35%

Key debt metrics	PDS	Pro forma
Debt facility limit	$55m	$95m
Drawn debt(6)	$48m	$82m
Headroom	$7m	$13m
Gearing	25%	25%
Proportion of debt hedged	100%	c.60%(7)

• (1) Restated forecast of 17.3 cents per Stapled Security as outlined on slide 4.

• (2) If Stapled Securityholders vote against the Grenfell Street acquisition, the Fund forecast distributable earnings to be approximately 17.1 cents, distributions to be approximately 16.2 cents and gearing would reduce to approximately 19%.

• (3) Pro forma as at 31 March 2015. NTA excluding the Acquisitions and Entitlement Offer as at 31 March 2015 is $1.97.

• (4) Based on the price of Stapled Securities as at close on 28 April 2015 of $2.17 the market capitalisation of the Fund was $155 million.

• (5) Based on the price of Stapled Securities as at close on 28 April 2015 of $2.17 and the $2.10 issue price for New Stapled Securities.

• (6) CPFL has obtained a credit and pricing approved terms sheet from National Australia Bank Limited to increase the facility limit of the Fund's existing debt facility by approximately $40 million.

• (7) c.60% represents the proportion of debt hedged if no new interest rate swaps are entered into. The Fund intends to enter into appropriate interest rate swaps post settlement of the Acquisitions.

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

10

ACQUISITIONS AND ENTITLEMENT OFFER: PORTFOLIO IMPACT

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The Acquisitions will significantly increase the size of the Fund’s asset base and provide greater geographic diversification

• The Acquisitions:

• have an independent valuation of $129.3 million and are diversified across metropolitan markets of Adelaide, Canberra and South East Queensland

• are expected to settle prior to 30 June 2015

Key portfolio metrics	At 31 March 15	Pro forma(1)
Number of Properties	8	12
Portfolio independent valuation	$187.4m	$316.6m
Net lettable area (NLA)	69,844 sqm	101,085 sqm
WALE(2)	5.3 years	5.0 years
Occupancy	99.1%	95.3%
Capitalisation rate	8.9%	8.7%
Initial Yield(3)	8.7%	8.6%

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Geographic diversification impact [(4)]
13% 14%
34%
20%
30% 57%
32%
NSW QLD ACT SA
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Asset type diversification impact[(4)]

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18%
30%
70%
82%
Office Industrial
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• (1) As at 31 March 2015.

• (2) By area.

• (3) Based on first 12 months Net Property Income (NPI) from 1 July 2015. (4) By Independent Valuation.

11

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

ACQUISITIONS AND ENTITLEMENT OFFER: PORTFOLIO IMPACT

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The Acquisitions will maintain the Fund’s strong tenant profile while reducing near term lease expiries

• The Acquisitions provide a complementary mixture of income streams from long leases and the potential to add value by leasing vacant space and addressing upcoming expiries

• Lease expiries are expected to reduce for FY15 and FY16 compared to PDS forecasts

• FY15 lease expiries are expected to reduce by 0.5%

• FY16 lease expiries are expected to reduce by 5.0%

• Tenant diversification also improves, with the top 10 tenants accounting for approximately 60% of total gross income and tenant quality is maintained across major organisations, listed corporates and state government departments

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Lease expiry profile [(1)]
70%
62.9%
60%
50%
40%
30%
20%
13.9%
10% 4.7% 5.2% 4.8% 7.2%
1.4%
0%
Vacant FY15 FY16 FY17 FY18 FY19 FY20+
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Pro forma tenant diversification [(2)]
Austar Entertainment Pty Ltd 12.8%
BlueScope Steel Limited 10.2%
Minister for Infrastructure 7.1%
Cochlear Ltd 6.2%
Minister for Transport & Infrastructure 5.5%
CSC Australia Pty Ltd 5.2%
Royal District Nursing Service 4.5%
CH2M Hill Australia 2.9%
Evans & Peck Pty Ltd 2.8%
Lend Lease Engineering Pty Ltd 2.4%
New Tenant
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• (1) By area.

• (2) Based on gross income.

12

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

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PROPERTY DETAILS

54 Marcus Clarke Street, Canberra

60 Marcus Clarke Street, Canberra

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

13

PROPERTY DETAILS: 60 MARCUS CLARKE STREET, CANBERRA, ACT

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	Property information
	Property type	Office
	Purchase price Independent valuation Net operating income	$49.1m $49.1m $4.2m
	Capitalisation rate	8.3%
	Initial yield	8.5%1
	Site area (sqm)	3,847
	NLA (sqm)	12,215
	Occupancy (by NLA) WALE (by NLA)	76.1% 2.2
	Building constructed Latest refurbishment	1988 2015

• Also known as the "St George Bank Building" it is adjacent to 54 Marcus Clarke Street.

• 13 levels of multi-tenanted accommodation including a ground floor with 5 retail tenancies and 133 car spaces on site

• An extensive capital expenditure programme in recent years includes recent lift upgrades and major air conditioning plant replacement

• Asset strategy: Complete minor cosmetic refurbishments over the near-to-medium term to modernise the building and enhance its already strong appeal to the private sector. Lease current vacant space and retain existing tenants. Explore potential to further develop the underutilised rear car park.

Lease expiry profile (by NLA)

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100%
75%
50%
30.2%
23.9% 21.1%
25% 12.7%
7.8% 4.3%
0.0%
0%
Vacant FY15 FY16 FY17 FY18 FY19 FY20+
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Summary of major tenants

Tenant	Review type	NLA (sqm)	Expiry	Gross income	% of gross income	Option
St George Bank	Market review	1,322	Oct-20	$0.7m	15.3%	n.a.
Aecom Australia	3.75% fixed	1,358	Aug-16	$0.7m	14.0%	1 x 5 years

• (1) As at 1 July 2015 excluding any acquisition costs.

14

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

PROPERTY DETAILS: 35 ROBINA TOWN CENTRE DRIVE, ROBINA, QLD

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	Property information
	Property type	Office
	Purchase price	$46.0m
	Independent valuation	$46.0m
	Net operating income	$3.7m
	Capitalisation rate	7.8%
	Initial yield	8.0%1
	Site area (sqm)	6,760
	NLA (sqm)	9,814
	Occupancy (by NLA) WALE (by NLA)	100.0% 8.5
	Building constructed	2001
	Latest refurbishment	2015

• Modern commercial office tower fully occupied by Foxtel, with 6 levels of office accommodation and average floorplates of 1,600 sqm

• The property has 268 above and below ground parking spaces

• Positioned directly opposite Robina Town Centre, the third largest shopping centre in Queensland and is located close to Bond University, the property is ideally located in the commercial precinct

• Asset strategy: Benefit from net lease to strong tenant (Foxtel) until 2023 with minimum rental growth of 3% per annum. Long-term options include renewing Foxtel lease, introducing new tenant(s) to the building, or exploring alternative uses for the site consistent with planning regime (retail, residential, expanded commercial offering).

Lease expiry profile (by NLA)

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100.0%
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100%
75%
50%
25%
0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
0%
Vacant FY15 FY16 FY17 FY18 FY19 FY20+
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Summary of major tenants

Tenant	Review type	NLA (sqm)	Expiry	Gross income	% of gross income	Option
Austar Entertainment Pty Ltd	CPI(2)	9,814	Sep-23	$4.2m	100.0%	1 x 5 years

• (1) As at 1 July 2015 excluding any acquisition costs.

• (2) Market review in September 2021.

15

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

PROPERTY DETAILS: 131-139 GRENFELL STREET[(1)] , ADELAIDE, SA

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	Property information
	Property type	Office
	Purchase price	$20.0m
	Independent valuation	$20.0m
	Net operating income	$2.0m
	Capitalisation rate	9.1%
	Initial yield	9.9%2
	Site area (sqm)	1,253
	NLA (sqm)	4,052
	Occupancy (by NLA) WALE (by NLA)	100.0% 4.7
	Building constructed	2009
	Latest refurbishment	n.a.

• Built in 2009, the property is located in the core of the Adelaide CBD

• The building is strata titled with the Fund acquiring levels 5 – 9 comprising of 4,052 sqm of high quality office space together with 10 secure car parks and a dedicated commercial lobby

• Within walking distance to Rundle Mall, Rundle Street and overlooking the amenity provided by Hindmarsh Square, the property is ideally located for both private sector and government tenants

• The property is Fully leased to the South Australian Government (Minister for Infrastructure) on a 10 year lease (4.7 years remaining) with a further 5 year option

• Asset strategy: Benefit from lease to South Australian Government with 4.7 years remaining and 4% fixed rent reviews. Medium-term options include renewing the South Australian Government lease or introducing new tenant(s).

Lease expiry profile (by NLA)

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100.0%
100%
75%
50%
25%
0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
0%
Vacant FY15 FY16 FY17 FY18 FY19 FY20+
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Summary of major tenants

Tenant	Review type	NLA (sqm)	Expiry	Gross income	% of gross income	Option
Minister for Infrastructure	4.00% fixed	4,052	Nov-19	$2.3m	100%	1 x 5 years

• (1) Levels 5 – 9.

• (2) As at 1 July 2015 excluding any acquisition costs.

16

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

PROPERTY DETAILS: 54 MARCUS CLARKE STREET, CANBERRA, ACT

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	Property information
	Property type	Office
	Purchase price Independent valuation Net operating income	$14.2m $14.2m $1.2m
	Capitalisation rate	10.0%
	Initial yield	8.5%1
	Site area (sqm)	1,667
	NLA (sqm)	5,161
	Occupancy (by NLA) WALE (by NLA)	76.0% 2.1
	Building constructed Latest refurbishment	1986 2015

• A multi-tenanted building in the Western Core of Canberra’s CBD with nine levels of office accommodation, ground floor retail, a two–storey podium to Rudd Street and one level of basement car parking

• Major capital expenditure works have included lift and chiller upgrades together with refurbishments to some common area amenities

• Located directly opposite ANU and within walking distance to three major Federal Government headquarters including Department of Education, Australian Taxation Office and Department of Infrastructure – desirable for tenants servicing these organisations

• Asset strategy: Complete minor cosmetic refurbishments over the near-to-medium term. Lease current vacant space and retain existing tenants. Potential future alternate use as student accommodation.

Lease expiry profile (by NLA)

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100%
75%
50%
33.5%
24.0%
25% 17.6% 15.2%
5.8% 3.8%
0.0%
0%
Vacant FY15 FY16 FY17 FY18 FY19 FY20+
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Summary of major tenants

Tenant	Review type	NLA (sqm)	Expiry	Gross income	% of gross income	Option
Hays Specialists Recruitment	4.00% fixed	624	Sep-16	$0.3m	18%	n.a.
Hudson Global Resources	4.00% fixed	322	Mar-20	$0.2m	8%	n.a.

• (1) As at 1 July 2015 excluding any acquisition costs.

17

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

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60 Marcus Clarke Street, Canberra
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35 Robina Town Centre Drive, Robina
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ENTITLEMENT OFFER

18

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

ENTITLEMENT OFFER: SUMMARY

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The Acquisitions will be partly funded by a $100 million (2 for 3) non-renounceable Entitlement Offer

• The non-renounceable Entitlement Offer is fully underwritten at a fixed price of $2.10 per Stapled Security, representing:

• FY16 distributable earnings yield of 8.5%

• FY16 distribution yield of 8.1%

• New Stapled Securities will rank equally with existing Stapled Securities and will be fully entitled to the June 2015 quarterly distribution

• Retail investors will be able to apply for additional New Stapled Securities[(1)]

• UBS AG, Australia Branch is acting as sole financial advisor, sole bookrunner and underwriter on the Entitlement Offer

• National Australia Bank Limited is acting as Co-lead manager on the Entitlement Offer

• Henry Davis York is acting as legal advisor

• Centuria Capital Limited and its institutional associates, the Fund’s largest Stapled Securityholders, with approximately 16% of CMA Stapled Securities on issue, have committed to take-up their full entitlement under the Entitlement Offer amounting to approximately $16 million

Pricing metrics

Entitlement Offer pricing metrics	Entitlement Offer pricing metrics		Price / VWAP	Discount	Discount
Closing price of CMA Stapled Securities on 28 April 2015			$2.17	3.2%
5 day VWAP of CMA Stapled Securities on 28 April 2015			$2.18	3.8%
Sources of funds Entitlement Offer proceeds $100.0 million Additional debt(2) and existing cash $40.2 million Total sources $140.2 million Sources and uses of funds
Sources of funds		Uses of funds
Entitlement Offer proceeds	$100.0 million	Property acquisitions			$129.3 million
Additional debt(2) and existing cash	$40.2 million	Transaction costs(3)			$10.9 million
Total sources	$140.2 million	Total uses			$140.2 million

• (1) Retail investors will be able to apply for additional New Stapled Securities beyond their entitlement (to the extent other Stapled Securityholders do not take up their full entitlement) up to one (1) times their full entitlement. The allocation of additional New Stapled Securities will be at the discretion of CPFL and subject to scale back.

• (2) CPFL has obtained a credit and pricing approved terms sheet from National Australia Bank Limited to increase the facility limit of the Fund's existing debt facility by approximately $40 million. (3) Transaction costs include stamp duty, due diligence costs, equity raising fees advisory and other transaction costs.

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

19

ENTITLEMENT OFFER: INDICATIVE TIMETABLE

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Key event	Date1
Trading halt, Institutional Entitlement Offer and Bookbuild opens	10.00am, Wednesday, 29 April 2015
Institutional Entitlement Offer and Bookbuild closes	5.00pm, Wednesday, 29 April 2015
Trading of Stapled Securities recommences on ASX on an ‘ex-entitlement’ basis	Thursday, 30 April 2015
Entitlement Offer Record Date	7.00pm, Monday, 4 May 2015
Retail Entitlement Offer Booklet is despatched and Retail Entitlement Offer opens	Thursday, 7 May 2015
Last date for receipt of Early Retail Entitlement Offer applications	5.00pm, Wednesday, 13 May 2015
Settlement of New Stapled Securities issued under the Institutional Entitlement Offer and Early Retail Entitlement Offer	Thursday, 14 May 2015
Allotment and normal trading of New Stapled Securities issued under the Institutional Entitlement Offer and Early Retail Entitlement Offer	Friday, 15 May 2015
Retail Entitlement Offer closes	5.00pm, Thursday, 21 May 2015
Allotment of remaining New Stapled Securities issued under the Retail Entitlement Offer	Friday, 29 May 2015
Normal trading of remaining New Stapled Securities issued under the Retail Entitlement Offer	Monday, 1 June 2015

• (1) All dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates refer to AEST. Any changes to the timetable will be posted on Centuria's website at www.centuria.com.au

20

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

GRENFELL STREET, ADELAIDE: APPROVAL

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Stapled Securityholder approval is required to acquire Grenfell Street, Adelaide

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131-139 Grenfell Street, Adelaide
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• The Fund is acquiring Grenfell Street, Adelaide from Centuria 131-139 Grenfell Street Fund, which is a related party of CPFL, the responsible entity of CMA. Stapled Securityholder approval is required under ASX Listing Rule 10.1

  • Stapled Securityholder approval is not required for the acquisition of the three other properties, as they are being acquired from vendors not related to CPFL

  • The Entitlement Offer is not conditional on Stapled Securityholder approval of the acquisition of Grenfell Street

• An ordinary resolution (more than 50% threshold) is required to approve the acquisition of Grenfell Street, Adelaide. CPFL and its associates are not able to vote their Stapled Securities

• In the event that the acquisition of Grenfell Street, Adelaide is not approved by Stapled Securityholders

  • the Fund will draw upon less debt and pro forma gearing would reduce to approximately 19%. The Fund would maintain the debt capacity for future acquisition opportunities

  • FY16 forecast distributable earnings would fall by approximately 5% to 17.1 cents per Stapled Security and distributions would fall by approximately 5% to 16.2 cents per Stapled Security[(1)]

• The meeting of Stapled Securityholders is expected to occur on or around 4 June 2015

• (1) Assumes a consistent payout ratio to current FY16 forecast.

21

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

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54 Marcus Clarke Street, Canberra
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60 Marcus Clarke Street, Canberra
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CONCLUSION

22

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

CONCLUSION

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

CMA continues to offer investors strong financial metrics with an attractive quarterly distribution, a conservative capital structure, low gearing and the potential for capital growth

The Acquisitions are in line with the Fund's strategy to invest in office and industrial assets in Australian metropolitan markets which generate income returns and offer the potential for capital  growth through active management



The Acquisitions are accretive to distributable earnings from settlement and the Fund is forecasting FY16 distributable earnings of 17.9 cents per Stapled Security which reflects an 8.5% yield on the issue price and represents a 3.5% increase on PDS[1] guidance



The Entitlement Offer provides an opportunity for all CMA Stapled Securityholders to participate in the transaction and the continued growth of the Fund



Expected increased liquidity and market capitalisation improves the Fund's eligibility for future ASX300 Index inclusion

(1) Restated forecast of 17.3 cents per Stapled Security as outlined on slide 5

23

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

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APPENDIX A

PRO FORMA PROPERTY PORTFOLIO

24

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

PROPERTY PORTFOLIO POST ACQUISITIONS

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Property	State	Type	Independent valuation ($m)(1)	Initial yield(2)	Cap rate	NLA (sqm)	WALE(3) (years)	Occupancy(3)
New acquisitions
60 Marcus Clarke Street, Canberra	ACT	Office	49.1	8.5%	8.3%	12,215	2.2	76.1%
35 Robina Town Centre Drive, Robina	QLD	Office	46.0	8.0%	7.8%	9,814	8.5	100.0%
131-139 Grenfell Street, Adelaide(4)	SA	Office	20.0	9.9%	9.1%	4,052	4.7	100.0%
54 Marcus Clarke Street, Canberra	ACT	Office	14.2	8.5%	10.0%	5,161	2.1	76.0%
New acquisitions sub-total			129.3	8.6%	8.4%	31,241	4.5	86.7%
Existing portfolio
14 Mars Road, Lane Cove	NSW	Industrial	18.5	9.9%	9.3%	10,601	6.8	100.0%
149 Kerry Road, Archerfield	QLD	Industrial	22.2	8.2%	8.0%	13,774	9.8	100.0%
13 Ferndell Street, Granville	NSW	Industrial	16.4	8.7%	8.3%	15,301	5.0	100.0%
9 Help Street, Chatswood	NSW	Office	43.0	6.9%	8.5%	9,401	1.9	94.5%
555 Coronation Drive, Brisbane	QLD	Office	33.8	9.6%	8.8%	5,591	3.5	100.0%
1 Richmond Road, Keswick	SA	Office	25.2	9.9%	10.0%	8,135	3.8	100.0%
3 Carlingford Road, Epping	NSW	Office	21.0	8.7%	9.5%	4,702	2.8	98.3%
44 Hampden Road, Artarmon	NSW	Office	7.3	9.4%	9.0%	2,339	2.4	100.0%
Existing portfolio sub-total			187.4	8.7%	8.9%	69,844	5.3	99.1%
Grand total			316.6	8.6%	8.7%	101,085	5.0	95.3%

• (1) Based on most recent valuations.

• (2) As at 1 July 2015 excluding any acquisition costs.

• (3) As at 31 March 2015, by area.

• (4) Levels 5 – 9.

25

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

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APPENDIX B

KEY ASSUMPTIONS

26

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

KEY ASSUMPTIONS

Key best estimate general assumptions include:

• the Entitlement Offer completes and the Acquisitions settle by 30 June 2015;

• CPI of 2.75% from 30 June 2015 to 30 June 2016;

• no acquisitions or disposals of investment properties over FY16 ( Forecast Period );

• no material contract disputes or litigation over the Forecast Period;

• no material change in the competitive operating environment during the Forecast Period;

• no significant change to the legislative regime and regulatory environment in the jurisdictions in which the Fund operates during the Forecast Period;

• no significant change to the Fund's capital structure over the Forecast Period;

• no material change in credit markets;

• all existing leases are enforceable and are performed in accordance with their terms;

• no material changes to applicable Australian Accounting Standards, other than mandatory professional reporting requirements and the Corporations Act during the Forecast Period;

• no material changes to Australian income tax legislation; and

• no movement in the fair value of investment properties or other financial assets which includes any mark to market movements in relation to any new interest rate swaps entered into by the Fund. CPFL does not believe these movements can be reliably forecast.

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Key best estimate specific assumptions include:

Gross property income and direct property expenses

Gross property income, direct property expenses and outgoings have been forecast on a property by property basis based on existing leases and CPFL’s assumptions for future occupancy rates, tenant retention and market rentals.

Gross property income is post all rent free or abatement incentives offered to tenants, other than existing incentives adjusted for upon settlement. Where incentives are given, CPFL forecasts that incentives apply to all tenants (new or existing) and that incentives are split between abatements (25-85%) and the reimbursement of fitout costs (15-75%).

Reletting and vacancy

Letting up periods, retention rates, lease incentives and leasing commissions have been forecast on a property by property basis. Key assumptions for office tenants include:

• Renewal probability: 50 - 75%

• Letting up periods: 9 – 12 months

• Lease incentives: 20 – 30%

• Leasing commissions: 6.5 – 24.4% (5 year term)

Capital expenditure

Capital expenditure forecasts are based on reports provided by independent consultants, with additional allowances made where considered appropriate by CPFL.

Rental guarantee

The vendor of 60 Marcus Clarke Street, Canberra has provided the Fund with a rental guarantee in respect of 1,331 square metres of space and 12 car parks. The rental guarantee is from settlement to 31 January 2016. The Fund's letting up assumption on this asset is consistent with letting up periods across the portfolio. The rental guarantee is assumed to cover part of the letting up period.

CPFL's fee

As responsible entity of the Fund, CPFL is entitled to a management fee of 0.55% of GAV. CPFL's management fee as responsible entity will be calculated and paid monthly by the Fund.

Finance costs

The Fund's borrowings under its debt facilities are expected to incur an average interest rate of 4.0% for FY16.

Transaction costs

Transaction costs include stamp duty, property due diligence and other costs such as offer management costs and advisor fees.

27

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

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APPENDIX C

KEY RISKS

28

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

KEY RISKS

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An investment in the Fund is subject to risks, both specific to the Fund and more general risks. Many of these risks are beyond the control of CPFL and if they were to eventuate, may adversely affect the future performance of, or value of an investment in, the Fund. This section identifies a number of relevant and key risks associated with an investment in the Fund. However it is not intended to be exhaustive.

Before making an investment decision, prospective investors should carefully consider the risks outlined below together with the other information in this document and publicly available information on the Fund (such as that available on the websites of the Fund and the ASX). Prospective investors should have regard to their own investment objectives, financial situation and needs before deciding making an investment decision.

Risks specific to an investment in the Fund

Rental income and Distribution risks

Distributions made by the Fund will be largely dependent on the rents received from tenants across the Fund's portfolio and expenses incurred during operations, which may be affected by a number of factors, including; overall economic conditions, the financial condition of tenants (including tenant arrears or default), ability to extend leases or replace outgoing tenants with new tenants, increase in rental arrears and vacancy periods, reliance on a tenant which leases a material portion of the Fund's portfolio, an increase in unrecoverable outgoings, and supply and demand in the property market. Any negative impact on rental income has the potential to decrease the value of the Fund and consequently have an adverse impact on distributions or the value of Stapled Securities or both.

Tenant concentration

Some of the properties in the Fund's portfolio are single tenanted, exposing the performance and value of each of those properties to the ability of those tenants to continue to meet their obligations under the respective leases. In aggregate on completion of the Acquisitions, approximately 60% of gross income will be generated from ten tenants. Of the eight properties currently in the Fund's portfolio, three of these properties have a single tenant (two of the four properties being acquired are also single tenanted). There is a risk that if one or more of the major tenants ceases to be a tenant, the Fund may not be able to find replacement tenants on lease terms that are at least as favourable as current terms. Should replacement tenants lease the property on less favourable terms this will result in a lower rental return to the Fund and the overall performance of the Fund will be impacted.

The ability of CPFL to secure lease renewals or to obtain replacement tenants may also be influenced by any leasing incentives granted to prospective tenants and the supply of new industrial properties in the market, which, in turn, may increase the time required to let vacant space.

The forecasts included in this presentation assume all existing leases are performed in accordance with their terms. Failure to do so may cause the Fund’s distributions and the value of its assets to be materially less than those assumed in the forecasts in this presentation.

Re-leasing and vacancy risks

There is a risk that expiring leases may not be renewed. This may result in a reduction in the Fund’s profits and distributions and a decline in the value of the assets of the Fund.

Property market valuations

The ongoing value of the properties held by the Fund may fluctuate due to a number of factors. Those relevant to determining value include rental, occupancy levels and Capitalisation Rates all of which may change for a variety of reasons including those set out above in respect of these particular risks. In addition, the value of property is influenced by general property market conditions including supply and demand. Valuations represent only the analysis and opinion of qualified experts at a certain point in time. There is no guarantee that a property will achieve a capital gain on its sale or that the value of the property will not fall as a result of the assumptions on which the relevant valuations are based proving to be incorrect.

29

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

KEY RISKS

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Risks specific to an investment in the Fund

Property liquidity

Property assets are by their nature illiquid investments. The Fund may not be able to realise the assets within a short period of time or may not be able to realise assets at valuation. This may affect the Fund’s NTA or Stapled Security price.

Capital expenditure

The forecast capital expenditure represents CPFL’s current best estimate of the associated costs in maintaining the Fund's portfolio. There is a risk that the required capital expenditure exceeds the current forecasts which could lead to increased funding costs and impact distributions. In addition, any requirement for unforeseen material capital expenditure on the properties could impact performance of the Fund.

Asset risk

Any property in the Fund's portfolio may be damaged or destroyed by flood, fire, earthquake or other disaster. Whilst CPFL will insure the properties in the Fund's portfolio against such risks, insurance coverage may prove to be insufficient or not available in some circumstances.

Completion risk

CPFL has entered into agreements to acquire the new properties referred to in this document. Failure of a third party to comply with the agreements or the sale contracts could result in a delay in, or failure to complete, the acquisition of the properties. The acquisition of the property at Grenfell Street, Adelaide is subject to securityholder approval by ordinary resolution at a meeting of securityholders of the Fund under ASX listing rule 10.1. There is a risk approval may not be granted in which case the Entitlement Offer but not the acquisition of the Grenfell Street property would proceed.

Reliance on third parties

CPFL may engage third party service providers in respect of a part or the whole of the property portfolio, being Centuria Property Services Pty Ltd or third parties outside the Centuria Group. These services will be subject to contractual arrangements between Centuria and the relevant third parties.

Failure of a third party to discharge its responsibilities as agreed may adversely affect the management and financial performance of Centuria and therefore returns to investors.

Funding

CPFL may fund future refinancing, capital expenditure and acquisitions from either debt or equity markets. Its ability to do so on favourable terms (including fees and interest rate margin payable) will depend on a number of factors including general economic conditions, the state of debt and equity markets, as well as on the reputation, performance and financial strength of the Fund. Changes to any of these underlying factors could lead to an increase in the cost of funding, limit the availability of funding, as well as increasing the Fund’s refinancing risk for maturing debt facilities. A lack of funding on favourable terms could adversely affect the Fund’s ability to acquire new properties and to fund capital expenditure.

Gearing

The Fund intends to utilise debt in the future where appropriate, including as a source of funding for the acquisitions of the new properties referred to in this document as well as future acquisitions. The Fund’s gearing is targeted to be 25% to 35%. On completion of the Entitlement Offer and settlement of the Acquisitions, gearing is expected to be approximately 25%. Gearing is expected to be approximately 19% if the acquisition of Grenfell Street, Adelaide is not approved by Stapled Securityholders. The level of gearing exposures the Fund to movements in interest rates and increases the Fund’s exposure to movements in the value of the Fund's portfolio. If the Fund’s gearing during the Forecast Period differs from that assumed in the forecast in this document, then distributions may also differ from the forecasts in this document . Higher gearing over the term of the Fund's debt facilities may also give rise to refinancing risk as the facility approaches expiration.

30

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

KEY RISKS

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Risks specific to an investment in the Fund

Breach of covenants

A decline in rental income or the value of the Fund's portfolio may cause the Fund to breach covenants under its debt facilities.

A breach of debt facilities may result in the debt financier enforcing its security over the relevant assets of the Fund's portfolio . The financier may enforce repayment of the facility, which could result in early sale of a property or properties in the Fund's portfolio at a price less than the optimal sale price, additional equity being required or distributions being reduced or suspended to accelerate pay down of the debt facility.

Refinancing risks

The Fund’s ability to refinance or repay its debt facilities as they fall due will be impacted by market conditions, the financial status of the Fund and prevailing economic conditions, including interest rates, at the time of maturity or refinancing. There is a risk that the Fund may be unable to repay or refinance its debt facilities upon maturity, resulting in the Fund having to raise further equity, dispose of assets for a lower market value than could otherwise have been realised, or enter into new debt facilities on less favourable terms.

Interest Rates

Interest payable on the Fund's debt facility will depend on the interest rate which is comprised of a base interest rate plus interest rate margin. In order to reduce exposure to the impact of moving interest rates, CPFL has entered into a five-year interest rate swap to hedge 100% of its drawn debt at listing of the Fund. CPFL will target interest rate hedging of between 50% and 100% of drawn debt.

Derivatives

CPFL will use derivative instruments to hedge the Fund's exposure to interest rates. The mark-to-market valuation of derivative instruments could change quickly and significantly. Such movements may have an adverse effect on the financial performance and financial position of the Fund.

Sector concentration

The Fund is invested in office or industrial properties in Australian metropolitan markets. As a result of this exposure, the Fund's performance depends, in part, upon the performance of the Australian office or industrial metropolitan property markets themselves. In addition, if any of the sub-markets in Sydney, Brisbane, Adelaide or Canberra experiences a downturn in activity, the Fund’s performance may be adversely impacted.

Reliance on Centuria

The Fund will be reliant on the management expertise, experience, support and strategies of the key executives of Centuria. As a result, the Fund’s performance depends largely on the performance of those executives. As a consequence, loss of key personnel at Centuria could have an adverse impact on the management and performance of the Fund and therefore returns to Investors.

Environmental issues

Unforeseen environmental issues may affect any of the properties in the Fund's portfolio. These liabilities may be imposed irrespective of whether or not the Fund is responsible for circumstances to which they relate. The Fund may also be required to remediate sites affected by environmental liabilities.

The cost of remediation of sites could be substantial. In addition, if the Fund is not able to remediate the site properly, this may adversely affect its ability to sell the relevant property or to use it as collateral for future borrowings. Material expenditure may also be required to comply with new or more stringent environmental laws or regulations introduced in the future, for example in relation to climate change.

31

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

KEY RISKS

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Risks specific to an investment in the Fund

Insurance

CPFL will ensure that insurance coverage is maintained in respect of each property within the Fund's portfolio (including insurance for destruction or damage to the property and public risk liability) where that coverage is available on commercial terms. Insurance coverage will include differing levels of cover for material loss or damage items such as accidental damage, flood and demolition and removal of debris. Some risks are not able to be insured at acceptable premiums. Examples of losses that are generally not insured against include war or acts of terrorism and natural phenomena such as an earthquake or hurricane.

Any losses incurred due to uninsured risks, or a loss in excess of the insured amounts, may adversely affect the performance of the Fund, and could lead to a loss of some of the capital invested by the Fund. Increases in insurance premiums may affect the performance of the Fund. Any failure by the company or companies providing insurance (or any reinsurance) may adversely affect the Fund’s right of recovery under its insurance.

Insolvency

In the event of any liquidation or winding up of the Fund the claims of the Fund’s creditors will rank ahead of those of its Investors. Under such circumstances the Fund will first repay or discharge all claims of its creditors. Any surplus assets will then be distributed to the Fund’s Investors. All Investors will rank equally in their claim and will be entitled to an equal share per Stapled Security.

Development

Speculative development will not be undertaken within the Fund. However, in certain circumstances, the Fund may be exposed to development risk, resulting from the refurbishment of properties or additions and extensions to properties. Property development carries a number of risks, including: issues surrounding planning and authority approvals, which can result in delays or require amendments both of which may result in increased costs, time delays and impact the commercial viability of the development; delivery and contractual issues with building contractors; and unforeseen circumstances which cause project delays or increases to project costs.

A number of factors affect the earnings, cash flows and valuations of commercial property developments, including project costs, scheduled completion dates and securing tenants at estimated rental income.

Occupational health and safety

There is a risk that liability arising from occupational health and safety matters at a property in the Fund's portfolio may be attributable to CPFL as the landlord instead of, or as well as, the tenant. To the extent that any liabilities may be incurred by the Fund, this may impact upon the financial position and performance of the Fund (to the extent not covered by insurance). In addition, penalties may be imposed upon CPFL which may have an adverse impact on the Fund and/or CPFL.

Dilution

Investors who do not participate in the Entitlement Offer, or do not take up all of their entitlement under the Entitlement Offer, will have their investment in the Fund diluted and receive no value for their entitlement. Investors may also have their investment in the Fund diluted by future capital raisings by CPFL on behalf of the Fund. CPFL may issue new Stapled Securities to finance future acquisitions or pay down debt which may, under certain circumstances, dilute the value of an Investor's interest. CPFL will only raise equity if it believes that the benefit to Investors of acquiring the relevant assets or reducing gearing is greater than the short term detriment caused by the potential dilution associated with a capital raising.

Disputes and litigation

In the ordinary course of its operations, the Fund may be involved in disputes and possible litigation. While the extent of any disputes and litigation cannot be ascertained at this time, any such dispute may be costly and impact earnings or the value of the Fund’s assets.

32

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

KEY RISKS

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Risks specific to an investment in the Fund

Compliance

CPFL is subjected to strict regulatory and compliance arrangements under the Corporations Act and ASIC policy. If CPFL breaches the Corporations Act or the terms of its Australian Financial Services Licence, ASIC may take action to suspend or revoke the licence, which in turn would adversely impact the ability of CPFL to operate the Fund.

ASX listing

The Fund being listed on the ASX imposes various listing obligations with which the Fund must comply on an ongoing basis. While CPFL must comply with its listing obligations, there can be no assurance that the requirements necessary to maintain the listing of the Fund will continue to be met or will remain unchanged.

General risks of an Investment in the Fund

General Investment

There are risks associated with any financial market investment. These include: There can be no assurance that Stapled Securities will trade at any particular price or that any capital growth of the Fund's assets will lead to a higher trading price for Stapled Securities. Past performance of Stapled Securities provides no guidance as to the future performance of Stapled Securities. The market price of Stapled Securities may be at a discount to the Fund’s NTA per Stapled Security and there can be no assurance that liquidity will be maintained in the market for the Stapled Securities as the number of buyers and sellers of Stapled Securities will vary. Changes in liquidity may affect the price at which investors are able to sell their Stapled Securities. If CPFL issues new Stapled Securities in the Fund, an existing investor's proportional interest in the Fund may be reduced, if an Investor does not reinvest their distribution while a distribution reinvestment plan is operating, then their interest in the Fund may be diluted and the market price of the Stapled Securities may be affected by factors unrelated to the operating performance of the Fund, such as those referred to under the heading ‘Macro-economic risks’ below, investor sentiment, Australian and international financial market conditions, and the performance of other property businesses and assets. The security prices for many listed entities have in recent times been subject to wide fluctuations, which in many cases may be a reflection of a diverse range of influences not specific to those listed entities.

Macro-economic

Changes in the general economic outlook both in Australia and globally may impact the performance of the Fund and its portfolio.

No guarantee of Distribution or capital return

Neither CPFL nor any other person gives a guarantee as to the amount of any income or capital return from the Stapled Securities or the performance of the Fund, nor do they guarantee the repayment of capital from the Fund.

Taxation

There may be tax implications arising from applications for Stapled Securities, the receipt of distributions (if any) and returns of capital from the Fund, and on the disposal of Stapled Securities as well as the tax regime applicable to the Fund. The Fund or an investment in the Fund can also be subject to tax risks on the basis that tax laws (including income tax, GST or stamp duty legislation) and relevant administrative practices are subject to change, possibly with retrospective effect. Taxation law may change due to changes in legislation, case law in Australia, rulings and determinations issued by the tax authorities.

33

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

KEY RISKS

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General risks of an Investment in the Fund

Law, regulatory and policy changes

Changes in law, government legislation, regulation and policy in a jurisdiction in which the Fund operates may adversely affect the value of the Fund's portfolio and/or the Fund's future distributions.

Accounting standards

Changes in accounting standards may affect the reported earnings and financial position of the Fund in future financial periods.

Forward-looking statements

There can be no guarantees that the assumptions and contingencies on which the forward-looking statements, opinions and estimates are based will ultimately prove to be valid or accurate. The forward-looking statements, opinions and estimates depend on various factors, many of which are outside the control of CPFL.

34

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

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APPENDIX D

OFFER JURISDICTIONS

35

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

OFFER JURISDICTIONS

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International Offer restrictions

This document does not constitute an offer of Stapled Securities in any jurisdiction in which it would be unlawful. Stapled Securities may not be offered in any country outside Australia except to the extent permitted below.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to US Persons (as defined in Regulation S under the US Securities Act). Any Stapled Securities described in this document have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States or to US Persons absent registration or an exemption from registration under the US Securities Act.

Hong Kong

The contents of this document have not been reviewed or approved by any regulatory authority in Hong Kong. This document does not constitute an offer or invitation to the public in Hong Kong to acquire Stapled Securities. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purposes of issue, this document or any advertisement, invitation or document relating to the Stapled Securities, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to the Stapled Securities which are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” (as such term is defined in the Securities and Futures Ordinance of Hong Kong (Cap. 571) (“SFO”) and the subsidiary legislation made thereunder); or in circumstances which do not result in this document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32) (“CO”); or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of the Stapled Securities is personal to the person to whom this document has been delivered by or on behalf of the Fund, and a subscription for Stapled Securities will only be accepted from such person. No person to whom a copy of this document is issued may issue, circulate or distribute this document in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

New Zealand

This document is not a prospectus or investment statement for the purpose of New Zealand law, and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand). The Stapled Securities are not being offered or sold to the public in New Zealand, or allotted with a view to being offered for sale to the public in New Zealand. This document may not be distributed in New Zealand to any person, and no person in New Zealand may accept a placement of Stapled Securities, other than:

• persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or

• persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Fund (“initial securities”) in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.

36

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

OFFER JURISDICTIONS

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Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore (MAS) and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the SFA) in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. CPFL is not authorised or recognised by the MAS and the Stapled Securities are not allowed to be offered to the retail public. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Stapled Securities may not be circulated or distributed, nor may the Stapled Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to “institutional investors” (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an “institutional investor” (as defined under the SFA). In the event that you are not an institutional investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the Stapled Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

37

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)