CENTURIA OFFICE REIT — Capital/Financing Update 2017

Aug 9, 2017

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 ACN 086 553 639 (CPFL) in its capacity as responsible entity of Centuria Metropolitan REIT (CMA) ARSN 124 364 718

ABN

CPFL - ABN 11 086 553 639

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).

$\pm$ Class of $\pm$ securities issued or to | $\mathbf{1}$ be issued

Fully paid ordinary units in CMA

• Number of ⁺securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
• 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 payment; +convertible if securities, the conversion price and dates for conversion)

CPFL as responsible entity of CMA will issue $11,662,674$ new CMA units (New Units) pursuant to the terms of the pro-rata nonrenounceable entitlement offer announced to ASX on 13 July 2017 (Entitlement Offer).

The New Units will be issued on the same terms as existing CMA units on issue.

4	Do the *securities rank equally 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 distribution) trust, or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution Or interest payment	Yes. The New Units will rank equally in all respects from the issue date with the existing CMA units on issue.
5	Issue price or consideration	\$2.35 per New Unit
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Please refer to the ASX announcement on Thursday, 13 July 2017 for the purpose of the issue.
6a	Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h	No
	in relation to the + securities the subject of this Appendix 3B, and comply with section 6i
6b	The date the security holder resolution under rule 7.1A was passed	N/A
6с	Number of + securities issued without security holder approval under rule 7.1	N/A
6d	Number of + securities issued with security holder approval under rule 7.1A	N/A

$+$ See chapter 19 for defined terms.

• 6e Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• $6f$ Number of $\pm$ securities issued $N/A$ 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
• $\overline{7}$ ⁺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 of all 8 *securities quoted on ASX (including the ⁺securities in section 2 if applicable)

216,731,144 units in CMA	Number	+ Class
		Fully paid ordinary

$+C$ lass

$\big N/A$

Thursday, 10 August 2017

$N/A$

$N/A$

Number

$N/A$

$\mathbf Q$	Number and + class of all Nil *securities not quoted on ASX (including the + securities in section 2 if applicable)		Nil
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	The existing CMA distribution policy applies to all New Units to be issued.

Part 2 - Pro rata issue

11	holder approval security Is required?	No
12	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the + securities will be offered	For the Entitlement Offer, 1 New Unit will be issued for every 6.4 units held in CMA by existing eligible CMA unitholders on the Record Date.
14	+ Class of + securities to which the offer relates	Fully paid ordinary CMA units.
15	determine + Record date to entitlements	Entitlement Offer Record Date - 7:00pm, Monday, 17 July 2017
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	Fractional entitlements will be rounded to the next higher whole number of New Units.
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. Cross reference: rule 7.7.	retail the of the For component Entitlement Offer, all jurisdictions other than Australia and New Zealand. For the institutional component of the Entitlement Offer and Placement, all jurisdictions other than Australia, New Zealand, Singapore and Hong Kong.

⁺ See chapter 19 for defined terms.

19	$\sigma$ for Closing date receipt acceptances or renunciations	5:00pm, Thursday, 3 August 2017 for Retail Entitlement Offer Closing Date
20	Names of any underwriters	Moelis Australia Advisory Pty Ltd ABN 72 142 008 446 and UBS AG, Australia Branch ABN 47 088 129 613
21	Amount of any underwriting fee or commission	Settlement Date the First On. a management fee of 1% of the Institutional Offer Proceeds plus the Early Retail proceeds; and an underwriting fee of 2% of the Institutional Offer Proceeds (other than in respect of applications by companies in the Centuria Capital Group) plus the Early Retail Proceeds. On the Second Settlement Date $- a$ management fee of 1% of the Retail Proceeds; and an underwriting fee of 2% of the Retail Proceeds. CPFL is also to pay or reimburse the for the reasonably underwriters and properly incurred costs of the underwriters in relation to the offer of New Units.
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
	Amount of any handling fee payable N/A to brokers who lodge acceptances behalf of renunciations on Or security holders
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	disclosure product No. prospectus or statement is being prepared. A Retail Entitlement Offer Booklet and Entitlement and Acceptance Form were sent to eligible CMA retail securityholders on or around Wednesday, 19 July 2017.

$\pm$

$\sim 10^{-1}$

$\sim 5\%$

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	N/A
Date rights trading will begin (if $N/A$ applicable)
Date rights trading will end (if applicable)	N/A
How do security holders sell their entitlements in full through a broker?	N/A
How do security holders sell part of their entitlements through a broker and accept for the balance?	N/A
How do security holders dispose of their entitlements (except by sale through a broker)?	N/A
+ Issue date	Thursday, 10 August 2017

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)

$(a)$

$(b)$

*Securities described in Part 1

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

⁺ See chapter 19 for defined terms.

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
36		$1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over	If the securities are equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories
37		A copy of any trust deed for the additional +securities
		Entities that have ticked box 34(b)
38		Number of + securities for which + quotation is sought	N/A
39		+ Class of + securities for which quotation is sought	N/A
40	+ securities?	Do the + securities rank equally in all respects from the 'issue date with an existing + class of quoted	N/A
	۰ ٠	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 interest or payment
41	now	Reason for request for quotation Example: In the case of restricted securities, end of restriction period	N/A
		(if issued upon conversion of another + security, clearly identify that other 'security)

Number

$+C$ lass

$\hat{\mathcal{A}}$

$\sim$

42	Number and $\beta$ -class of all $N/A$ + securities quoted on ASX (including the + securities in clause 38)	N/A

⁺ See chapter 19 for defined terms.

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. $\overline{\mathbf{c}}$
• 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 $\overline{\mathbf{3}}$ 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.

$HMES$ LONIE

Date: $19/8/17$

Sign here:

(Director/Company secretary)

Print name:

$\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$ $\equiv$

⁺ See chapter 19 for defined terms.