CENTURIA OFFICE REIT - Capital/Financing Update 2017

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Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 and Centuria Capital Fund ARSN 613 856 358

RETAIL ENTITLEMENT OFFER

Details of a 1 for 6.4 accelerated non-renounceable Entitlement Offer at an Issue Price of $2.35 per New Security

Retail Entitlement Offer closes at 5.00pm Thursday, 3 August 2017

Centuria Property Funds Limited (ABN 11 086 553 639 AFSL 231149) as responsible entity of

Centuria Metropolitan REIT (ARSN 124 364 718)

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This document and the personalised Entitlement and Acceptance Form that accompanies it contain important information. You should read both documents carefully and in their entirety. If you have any queries please call your professional adviser or the Centuria Metropolitan REIT Investor Relations Line on +61 2 8923 8923 between 9.00am and 5.00pm (AEST), Monday to Friday during the Retail Offer Period (Wednesday, 19 July 2017 to Thursday, 3 August 2017) or visit our website at www.cmaoffer.com.au.

Contents
Important Notice	2
Chairman’s Letter	3
Key Dates	5
What Should You Do?	6
Section 1 – Overview of the Offer	8
Section 2 – How to Apply – Eligible Retail Securityholders	10
Section 3 – Taxation	13
Section 4 – Important Information for Securityholders	15
Annexure A – ASX Announcements	19
Annexure B – Investor Presentation	24
Glossary	41
Corporate Directory	45

Important Notice

This Retail Offer Booklet is issued by Centuria Property Funds Limited ABN 11 086 553 639 AFSL 231149 ( CPFL ) as the responsible entity of Centuria Metropolitan REIT ARSN 124 364 718 ( CMA or the REIT ).

This Retail Entitlement Offer is not being made under a product disclosure statement. This Retail Offer Booklet does not contain all of the information which would be required to be disclosed in a product disclosure statement. As a result, it is important for you to read and understand the publicly available information on the REIT and the Entitlement Offer (for example, the information available on Centuria’s website www.centuria.com.au or on the ASX website www.asx.com.au) prior to deciding whether to accept your Entitlement and apply for New Securities.

The Investor Presentation, which is included in Annexure B, details important factors and risks that could affect the financial and operating performance of the REIT. Please refer to the Key Risks section of the Investor Presentation for details. When making an investment decision in connection with this Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of

which have been outlined in Section 3 of this Retail Offer Booklet).

CPFL does not guarantee any particular rate of return or the performance of the REIT, nor does it guarantee the repayment of capital from the REIT or any particular tax treatment.

Not investment advice

Securityholders must note that the information provided in this Retail Offer Booklet and the accompanying Entitlement and Acceptance Form does not constitute financial product advice. All information has been prepared without taking into account your individual investment objectives, financial circumstances or particular needs. The information contained in this Retail Offer Booklet and the accompanying Entitlement and Acceptance Form should not be considered as comprehensive or to comprise all the information which a Securityholder may require in order to determine whether or not to subscribe for New Securities. If you have any questions, please consult your professional adviser before deciding whether or not to invest.

Forward-looking statements

No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statements in this Retail Offer Booklet, or any events or results expressed

or implied in any forward-looking statements. 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 statements and deviations are normal and to be expected. Past performance is not a reliable indicator of future performance.

Financial information

All currency amounts in this Retail Offer Booklet are in Australian Dollars unless otherwise stated.

Times and dates

All dates and times in this Retail Offer Booklet 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.

2 Retail Entitlement Offer

Chairman’s Letter

Centuria Metropolitan REIT – Retail Entitlement Offer

Dear Securityholder,

On behalf of the Board of Centuria Property Funds Limited ( CPFL ), as the responsible entity of the Centuria Metropolitan REIT ( ASX: CMA ) ( CMA or the REIT ), I am pleased to invite you to participate in a fully underwritten accelerated non-renounceable entitlement offer ( Entitlement Offer ) of new securities in the REIT ( New Securities at an issue price of $2.35 per New Security ( Issue Price ).

Equity Raising

On 13 July 2017, CMA announced its intention to raise approximately $90 million by way of:

a $25 million placement ( Placement ) to Eligible Institutional Securityholders and Institutional Investors invited to participate in the Placement; and
an approximately $65 million Entitlement Offer. The Entitlement Offer comprises an accelerated non-renounceable entitlement offer to Eligible Institutional Securityholders ( Institutional Entitlement Offer ) which was successfully completed on 13 July 2017, and a non-renounceable entitlement offer to Eligible Retail Securityholders ( Retail Entitlement Offer ) (collectively the Placement and the Entitlement Offer are referred to as the Equity Raising ).

The Equity Raising is underwritten by Moelis Australia Advisory Pty Ltd and UBS AG, Australia Branch (the Underwriters ).[1]

Use of proceeds

The proceeds from the Equity Raising will be used to partly fund the acquisition of three office properties (together, the Acquisitions ) from three separate vendors for a total purchase price of $150 million (on completion) with an initial funding obligation of $95 million. The acquisition price reflects a capitalisation rate of 7.1%. The properties are located in the established metropolitan markets of Melbourne and Perth. As a result of the Equity Raising, pro forma gearing will reduce from 30.2% to 27.6%.

Transaction rationale

The Acquisitions are in line with the REIT’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 and associated Equity Raising:

Are complementary to CMA’s existing portfolio and investment strategy;
Provide long leases to quality tenants with an average WALE of 6.5 years;
Are acquired on an attractive average capitalisation rate of 7.1% with fixed rental reviews of between 3.25 to 3.75% p.a. improving the structured rent growth profile of the REIT;
Increase the CMA portfolio’s tenant and geographic diversification;
Capitalise on the significant disconnect in pricing between the East Coast and West Coast office markets;
Enhance scale and liquidity, with the REIT’s market capitalisation expected to increase from $430 million to $520 million[3] improving the potential for S&P/ASX300 index inclusion; and
Provides significant debt headroom to fund the current acquisition pipeline or pursue further attractive acquisitions.

Further detail on the Acquisitions is contained within the Investor Presentation in Annexure B.

1 The Equity Raising will be underwritten other than in respect of the commitments received from Centuria Capital Limited with respect to the Entitlement Offer and the Lederer Group with respect to the Entitlement Offer and Placement. Centuria Capital Limited and Lederer Group have also committed to sub-underwrite a portion of the retail component of the Entitlement Offer (on economically equivalent terms to other sub-underwriters (including any sub-underwriting fees that will be paid out of underwriting fees)).
2 Prior to transaction costs.
3 Based on the closing price of CMA securities on the ASX on 12 July 2017.

Retail Entitlement Offer 3

Chairman’s Letter

Retail Entitlement Offer

This letter and Retail Offer Booklet relate to the Retail Entitlement Offer, which will raise approximately $30 million. Under the Retail Entitlement Offer, Eligible Retail Securityholders can subscribe for 1 New Securities for every 6.4 Securities they hold as at the Record Date at an Issue Price of $2.35 per New Security. The Issue Price under the Retail Entitlement Offer is the same Issue Price as for the Institutional Entitlement Offer, and represents:

a discount of 2.5% to the $2.41 closing price of Securities on 12 July 2017;
a discount of 3.9% to the 10-day volume-weighted average price of Securities to 12 July 2017;
a forecast FY18 Distributable Earnings Yield of 7.9%; and
a forecast FY18 Distribution Yield of 7.7%.

Securities issued under the Entitlement Offer will rank equally with existing Securities and will be entitled to the full distribution for the quarter ending September 2017.

The number of New Securities for which you are entitled to subscribe under the Retail Entitlement Offer ( Entitlement ) is set out in your personalised Entitlement and Acceptance Form that will accompany this Retail Offer Booklet when it is despatched to Eligible Retail Securityholders on Wednesday, 19 July 2017.

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on ASX or otherwise transferable. If you do not participate in the Retail Entitlement Offer, your Entitlement will lapse and you will receive no value for your lapsed Entitlements.

To participate in the Retail Entitlement Offer, please ensure that you validly accept it, before 5.00pm (AEST) on Thursday, 3 August 2017. You can accept by paying your Application Monies via BPAY[®] . If you choose to pay via BPAY[®] you are not required to submit the Entitlement and Acceptance form but are taken to make the statements on that form and representations outlined below in Section 2.4 (implications of making an application) including the Eligible Retail Securityholder declarations referred to in the Entitlement and Acceptance Form. Alternatively, you may submit your completed Entitlement and Acceptance Form together with cheque bank draft or money order for all Application Monies. Detailed payment instructions are set out in the personalised Entitlement and Acceptance Form that accompanies this Retail Offer Booklet. If you apply and pay your Application Monies before 5.00pm (AEST) on Tuesday 25 July 2017 ( Early Retail Acceptance Due Date ) via BPAY[®] by the Early Retail Acceptance Due Date, your New Securities will be allotted to you on Thursday, 27 July 2017, which is the same date applicable to Eligible Institutional Securityholders who took up their entitlements on Thursday, 13 July 2017 under the Institutional Entitlement Offer.

You should seek appropriate professional advice before making any investment decision. If you have any questions about the Retail Entitlement Offer, please do not hesitate to contact the Centuria Metropolitan REIT Investor Relations Line on +61 2 8923 8923 between 9.00am and 5.00pm (AEST), Monday to Friday during the Retail Offer Period (Wednesday, 19 July 2017 to Thursday, 3 August 2017 or visit our website at www.cmaoffer.com.au).

Centuria commitment to the Entitlement Offer

Centuria Capital Limited has committed to take up its full entitlement under the Entitlement Offer.

Conclusion

The Acquisitions and Entitlement Offer are in line with the REIT’s strategy, will provide greater asset, geographic and tenant diversification, consolidate the existing base from which to continue to grow distributable earnings and future distributions and importantly maintain the REIT’s current conservative balance sheet.

The Board of CPFL encourages you to participate in the Retail Entitlement Offer and thanks you for your continued support of the REIT.

Yours faithfully,

Peter Done Chairman Centuria Property Funds Limited as responsible entity of the Centuria Metropolitan REIT 19 July 2017

4 Retail Entitlement Offer

	Key Dates
	Key Event		Date

	Trading halt, Institutional Placement,		Thursday
	Institutional Entitlement Offer and Bookbuild opens		13 July 2017

	Institutional Placement, Institutional Entitlement Offer and Bookbuild closes		Thursday 13 July 2017

	Trading of Securities recommences on ASX on an “ex-entitlement” basis		Friday 14 July 2017

	Entitlement Offer Record Date		Monday 17 July 2017

	Retail Entitlement Offer Booklet is despatched and Retail Entitlement Offer opens		9.00am Wednesday 19 July 2017

			5.00pm
	Early Retail Acceptance Due Date		Tuesday
			25 July 2017

	Settlement of New Securities issued under the Institutional Placement, Institutional Entitlement Offer and Retail Entitlement Offer for applications received by the Early Retail Acceptance Due Date		Wednesday 26 July 2017

	Allotment and normal trading of New Securities issued under the Institutional Entitlement Offer and Retail Entitlement Offer for applications received by the Early Retail Acceptance Due Date		Thursday 27 July 2017

			5.00pm
	Retail Entitlement Offer closes		Thursday
			3 August 2017

	Allotment of remaining New Securities issued under		Thursday
	the Retail Entitlement Offer		10 August 2017

	Normal trading of remaining New Securities issued under		Friday
	the Retail Entitlement Offer		11 August 2017

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.

Retail Entitlement Offer 5

What Should You Do?

1. Read this Retail This Retail Offer Booklet and the personalised Entitlement and Acceptance Form Offer Booklet and that accompanies it contain important information about the Retail Entitlement Offer. the accompanying You should read both documents carefully and in their entirety before deciding Entitlement and whether or not to participate in the Retail Entitlement Offer. Acceptance Form This Retail Entitlement Offer is not being made under a product disclosure statement. This Retail Offer Booklet does not contain all of the information which would be required to be disclosed in a product disclosure statement. As a result, it is important for you to read and understand the publicly available information on the REIT and the Entitlement Offer (for example, the information available on Centuria’s website www.centuria.com.au or on the ASX website www.asx.com.au) prior to deciding whether to accept your Entitlement and apply for New Securities. If you are in doubt as to the course you should follow, you should seek appropriate professional advice before making an investment decision.

2. Consider the Please consult with your stockbroker, accountant or other independent professional Retail Entitlement adviser if you have any queries or are uncertain about any aspects of the Retail Offer in light of Entitlement Offer. your particular An investment in New Securities is subject to both known and unknown risks, investment some of which are beyond the control of CPFL. These risks include the possible objectives and loss of income and principal invested. CPFL does not guarantee any particular rate circumstances of return or the performance of the REIT, nor does it guarantee the repayment of capital from the REIT or any particular tax treatment. In considering an investment in New Securities, investors should have regard to (amongst other things) the Key Risks section of the Investor Presentation and the disclaimers outlined in this Retail Offer Booklet. 3. Decide what you If you are an Eligible Retail Securityholder, you may subscribe for all, some or none want to do of your Entitlement. Eligible Retail Securityholders who do not participate in the Retail Entitlement Offer, or participate for an amount less than their Entitlement, will have their percentage holding in the REIT reduced. Disregarding the Institutional Placement, Eligible Retail Securityholders who participate in the Retail Entitlement Offer will see their percentage holding in the REIT reduce, increase or stay the same depending on the proportion of their Entitlement they subscribe for. The Entitlement Offer is non-renounceable, which means that the Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately. If you do not participate in the Entitlement Offer, you will not receive any value for your Entitlement.

6 Retail Entitlement Offer

What Should You Do?

4. Apply for New To participate in the Retail Entitlement Offer, please complete and lodge a valid Securities Entitlement and Acceptance Form and Applicable Monies for New Securities, or make a payment by BPAY[®] , by 5.00pm (AEST) on Thursday, 3 August 2017 pursuant to the instructions set out on the Entitlement and Acceptance Form. See Section 2 for more information.

If you take no action your Entitlement under the Retail Entitlement Offer will lapse.

5. Questions

If you have any questions about the Retail Entitlement Offer, please do not hesitate to contact the Centuria Metropolitan REIT Investor Relations Line on +61 2 8923 8923 between 9.00am and 5.00pm (AEST), Monday to Friday during the Retail Offer Period (Wednesday, 19 July 2017 to Thursday, 3 August 2017).

Retail Entitlement Offer 7

Section 1 Overview of the Offer

1.1 Overview

CPFL intends to raise approximately $90 million through the Equity Raising, which is comprised of the Institutional Placement, Institutional Entitlement Offer and the Retail Entitlement Offer. Under the Entitlement Offer, CPFL is offering Eligible Securityholders the opportunity to subscribe for 1 New Security for every 6.4 Securities held on the Record Date. The issue price per New Security is $2.35.

The Entitlement Offer is non-renounceable, which means that the Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately. If you do not participate in the Entitlement Offer, you will not receive any value for your Entitlement.

Please refer to the ASX Announcement and the Investor Presentation annexed to this Retail Offer Booklet for information on the rationale of the Entitlement Offer, the use of the proceeds of the Entitlement Offer, and for further information on the REIT and its strategy.

1.2 Institutional Placement, Institutional Entitlement Offer and Bookbuild

On Thursday, 13 July 2017, the Institutional Placement was conducted, with eligible institutional investors being offered New Securities at a fixed Issue Price of $2.35. In addition, Eligible Institutional Securityholders were given the opportunity to take up all or part of their Entitlement under the Institutional Entitlement Offer. Entitlements that were not taken up under the Institutional Entitlement Offer were sold through a bookbuild process open to invited Institutional Investors on the same day ( Bookbuild ).

CPFL successfully conducted the Institutional Placement to raise $25 million at an issue price of $2.35 and also successfully conducted the Institutional Entitlement Offer and associated Bookbuild to raise approximately $35 million, at an issue price of $2.35 per New Security.

New Securities are expected to be allotted under the Institutional Placement, Institutional Entitlement Offer and Bookbuild on Thursday, 27 July 2017.

1.3 Retail Entitlement Offer

Eligible Retail Securityholders are being invited to subscribe for all or part of their Entitlement and are being sent this Retail Offer Booklet with a personalised Entitlement and Acceptance Form. Eligible Retail Securityholders are also able to view the Retail Offer Booklet and participate in the Retail Entitlement Offer using the Offer website at www.cmaoffer.com.au.

The Retail Entitlement Offer constitutes an offer only to Eligible Retail Securityholders, being Securityholders on the Record Date who have a registered address in Australia or New Zealand and are eligible under all applicable laws to receive an offer under the Retail Entitlement Offer. A person in the United States or acting for the account or benefit of a person in the United States or an Institutional Securityholder is not entitled to participate in the Retail Entitlement Offer.

Eligible Retail Securityholders have the opportunity to be allotted New Securities up to their Entitlement at the same time as Eligible Institutional Securityholders under the Institutional Entitlement Offer and Institutional Investors under the Bookbuild, on Thursday, 27 July 2017, if they submit an Application and their relevant Application Monies are received in cleared funds by 5.00pm (AEST) on Tuesday, 25 July 2017 in accordance with their Entitlement and Acceptance Form. Otherwise, the Retail Entitlement Offer closes at 5.00pm (AEST) on Thursday, 3 August 2017, with New Securities to be allotted on Thursday, 10 August 2017.

The Retail Entitlement Offer is fully underwritten, and will raise approximately $30 million. The Issue Price under the Retail Entitlement Offer is the same as the issue price under the Institutional Entitlement Offer.

8 Retail Entitlement Offer

Overview of the Offer

Section 1

1.4 Ranking of New Securities

New Securities will rank equally with existing Securities and will be fully entitled to the September 2017 quarterly distribution.

1.5 Reconciliation and fractional entitlements

In any entitlement offer investors may believe that they own more or fewer existing Securities on the Record Date than they ultimately do. This could potentially result in the requirement for reconciliation to ensure all Eligible Retail Securityholders have the opportunity to receive their full Entitlement. If this is required, it is possible that CPFL may need to issue a small quantity of additional New Securities to ensure all Eligible Institutional Securityholders and Eligible Retail Securityholders have the opportunity to receive their full Entitlement. The price at which these Securities will be issued will be the same as the Issue Price ($2.35). CPFL also reserves the right to reduce the number of New Securities allocated to Eligible Securityholders, or persons claiming to be Eligible Securityholders, if their Entitlement claims prove to be overstated, or if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are indeed not Eligible Securityholders.

1.7 Holding Statements

Holding statements are expected to be dispatched to Eligible Retail Securityholders:

on Thursday, 27 July 2017 in respect of New Securities allotted under the Institutional Entitlement Offer and Early Retail Entitlement Offer; and
on Friday, 11 August 2017 in respect of New Securities allotted under the Retail Entitlement Offer.

It is the responsibility of each applicant to confirm their holding before trading in New Securities. Any applicant who sells New Securities before receiving confirmation of their holding in the form of their holding statement will do so at their own risk. CPFL and the Underwriters disclaim all liability whether in negligence or otherwise (and to the maximum extent permitted by law) to persons who trade New Securities before receiving their holding statements, whether on the basis of confirmation of the allocation provided by CPFL, the Registry or the Underwriters.

1.8 Withdrawal of the Entitlement Offer

CPFL reserves the right to withdraw the Entitlement Offer at any time, in which case CPFL will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest.

To the extent that application of the offer ratio of 1 New Securities for every 6.4 existing Securities held on the Record Date results in a fractional entitlement to New Securities for a particular Securityholder, that Securityholder’s Entitlement shall be rounded up to the next higher whole number of New Securities.

1.6 Quotation and trading

CPFL will apply to the ASX for the official quotation of the New Securities in accordance with ASX Listing Rule requirements. Subject to approval being granted, it is expected that:

normal trading of New Securities allotted under the Institutional Entitlement Offer and Early Retail Entitlement Offer will commence on Thursday, 27 July 2017; and
normal trading of New Securities allotted under the Retail Entitlement Offer will commence on Friday, 11 August 2017.

Retail Entitlement Offer 9

Section 2 Section 1 How to Apply – Eligible Overview of the Offer Retail Securityholders

2.1 Choices available to Eligible Retail Securityholders

Eligible Retail Securityholders may:

take up all of their Entitlement;
take up part of their Entitlement; or
do nothing and allow their Entitlement to lapse (refer to Section 2.3).

The Retail Entitlement Offer is a pro-rata offer to Eligible Retail Securityholders only.

2.2 Take up all, or part, of your Entitlement

If you wish to take up your Entitlement in full or in part, there are two different ways you can submit your Application and Application Monies.

2.2.1 Payment via BPAY[®]

To apply and pay via BPAY[®] , you should:

read this Retail Offer Booklet and the Entitlement and Acceptance Form in their entirety (also available online at www.cmaoffer.com.au) and seek appropriate professional advice if necessary; and
make your payment in respect of the full Application Monies via BPAY[®] for the number of New Securities you wish to subscribe for (being the Issue Price of $2.35 per New Security multiplied by the number of New Securities you are applying for) so that it is received by no later than the Final Retail Closing Date, being 5.00 pm (AEST) on Thursday, 3 August 2017. You can only make a payment via BPAY[®] if you are the holder of an account with an Australian financial institution.

If you choose to pay via BPAY[®] you are not required to submit the Entitlement and Acceptance Form but are taken to make the statements on that form and representations outlined below in Section 2.4 (Implications of making an Application), including the Eligible Retail Securityholder declarations referred to

in the Entitlement and Acceptance Form or online at www.cmaoffer.com.au.

You can be allotted New Securities the subject of your Entitlement at the same time as Eligible Institutional Securityholders under the Institutional Entitlement Offer and on the Early Retail Entitlement Offer Allotment Date, being Thursday, 27 July 2017. To do this you must make payment of the Application Monies via BPAY[®] in time to ensure that cleared funds are received no later than 5.00 pm (AEST) on Tuesday, 25 July 2017. If your payment of the Application Monies is received in cleared funds after 5.00pm (AEST) on Thursday, 27 July 2017, but before the Final Retail Closing Date, New Securities will be allotted to you on the Final Allotment Date being Thursday, 10 August 2017. Your payment of the Application Monies will not be accepted after the Final Retail Closing Date, being 5.00 pm (AEST) on Thursday, 3 August 2017, and no New Securities will be issued to you in respect of that Application.

If you have multiple holdings you will have multiple BPAY[®] reference numbers. To ensure you receive your Entitlement in respect of a holding, you must use the reference number shown on each personalised Entitlement and Acceptance Form when paying for any New Securities that you wish to apply for in respect of that holding.

Applicants should be aware that their own financial institution may implement earlier cut-off times with regards to electronic payment, and should therefore take this into consideration when making payment of Application Monies.

If the amount of Application Monies is insufficient to pay in full for the number of New Securities you applied for, you will be taken to have applied for such whole number of New Securities which is covered in full by your Application Monies. Alternatively, your application will be rejected.

10 Retail Entitlement Offer

How to Apply – Eligible Retail Securityholders

Section 2

2.2.2 Submit your completed Entitlement and Acceptance Form together with cheque, bank draft or money order for all Application Monies

To apply and pay by cheque, bank draft or money order, you should:

read this Retail Offer Booklet and the Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary;
complete the personalised Entitlement and Acceptance Form accompanying this Retail Offer Booklet in accordance with the instructions set out on that form, and indicate the number of New Securities you wish to subscribe for; and
return the form to the Registry (address details below) together with a cheque, bank draft or money order which must be:
in respect of the full Application Monies (being $2.35 multiplied by the number of New Securities you wish to subscribe for);
in Australian currency drawn on an Australian branch of a financial institution; and
made payable to “Centuria Metropolitan REIT” and crossed “Not Negotiable”.

You should ensure that sufficient funds are held in relevant account(s) to cover the full Application Monies.

Cash payments will not be accepted. Receipts for payment will not be issued.

You need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order in respect of the full Application Monies reach the Registry at the following address:

Postal Address

Computershare investor Services Pty Limited GPO Box 505 Melbourne VIC 3001 +61 2 8923 8923

Entitlement and Acceptance Forms (and payments for any Application Monies) will not be accepted at CPFL’s registered or corporate offices.

For the convenience of Eligible Retail Securityholders, an Australian reply paid envelope addressed to the Registry has been enclosed with this Retail Offer Booklet.

Note that if you have more than one holding of Securities, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. A separate Entitlement and Acceptance Form and payment of Application Monies must be completed for each separate Entitlement you hold.

Refund of Application Monies

Any Application Monies received for more than your final allocation of New Securities will be refunded as soon as practicable after allotment. No interest will be paid to applicants on any Application Monies received or refunded.

If you wish to be allotted New Securities the subject of your Entitlement at the same time as Eligible Institutional Securityholders on the Institutional Entitlement Offer and Early Retail Entitlement Offer Allotment Date being Thursday, 27 July 2017, you must make payment of the Application Monies via BPAY[®] (refer to section 2.2.1 above). If you apply and pay by cheque, bank draft or money order, your Entitlement and Acceptance Form and your Application Monies in cleared funds must be received by the Registry by no later than the Final Retail Closing Date being 5.00 pm (AEST) on Thursday, 3 August 2017 and New Securities will be allotted to you on the Final Allotment Date being Thursday, 10 August 2017. Entitlement and Acceptance Forms (and payments for Application Monies) will not be accepted after the Final Retail Closing Date and no New Securities will be issued to you in respect of that Application.

Retail Entitlement Offer 11

How to Apply – Eligible Retail Securityholders

Section 2

2.3 If you take no action all of your Entitlement will lapse

If you are an Eligible Retail Securityholder and you do nothing, the Retail Entitlement Offer will lapse in respect of your Securities.

You should also note that if you do not take up all of your Entitlement, then your percentage holding in the REIT will be diluted to the extent that New Securities are issued to other Securityholders and Institutional Investors as well as by the Institutional Placement.

2.4 Implications of making an Application

Returning a completed Entitlement and Acceptance Form or paying any Application Monies for New Securities via BPAY[®] will be taken to constitute a representation by the Eligible Retail Securityholder that they:

have received a copy of this Retail Offer Booklet accompanying the Entitlement and Acceptance Form, and read them in their entirety;

2.5 Enquiries

This Retail Offer Booklet and the Entitlement and Acceptance Form that accompanies it contain important information. You should read both documents in their entirety before deciding whether or not to participate in the Retail Entitlement Offer. If you:

have questions in relation to the existing Securities upon which your Entitlement has been calculated;
have questions on how to complete the Entitlement and Acceptance Form or take up your Entitlement; or
you have lost your Entitlement and Acceptance Form and would like a replacement form,

please call the Centuria Metropolitan REIT Investor Relations Line on +61 2 8923 8923 between 9.00am and 5.00pm (AEST), Monday to Friday during the Retail Offer Period (Wednesday, 19 July 2017 to Thursday, 3 August 2017). If you have further questions you should contact your professional adviser.

make the Eligible Retail Securityholder declarations referred to in the Entitlement and Acceptance Form; and
acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY[®] payment instruction is given in relation to any Application Monies, the Application may not be varied or withdrawn except as required by law.

12 Retail Entitlement Offer

Section 1 3 TaxationOverview of the Offer

3.1 General

This Section 3 below provides a general summary of the Australian income tax, capital gains tax (CGT), goods and services tax (GST) and stamp duty implications of the Retail Entitlement Offer for certain Eligible Retail Securityholders.

The comments in this Section deal only with the Australian taxation implications of the Retail Entitlement Offer if you:

are a resident for Australian income tax purposes; and
hold your Securities on capital account.

These comments do not apply to you if you:

are not a resident for Australian income tax purposes; or
hold your Securities as revenue assets or trading stock (which will generally be the case if you are a bank, insurance company or carry on a business of share trading); or
are assessed on gains and losses on the Securities under the “TOFA provisions” in Division 230 of the Income Tax Assessment Act 1997.

The taxation implications of the Retail Entitlement Offer will vary depending upon your particular circumstances. Accordingly, you should seek and rely upon your own professional advice before concluding on the particular taxation treatment that will apply to you.

CPFL and its officers, employees, taxation or other advisers do not accept any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences.

This taxation summary is necessarily general in nature and is not exhaustive of all Australian tax consequences that could apply in all circumstances for Eligible Retail Securityholders. It is strongly recommended that each Eligible Retail Securityholder seek their own independent professional tax advice applicable to their particular circumstances.

This summary does not constitute financial product advice as defined in the Corporations Act. This summary is confined to certain taxation matters, based on the relevant Australian tax laws in force, established interpretations of that law and understanding of the practice of the relevant tax authority at the date of this summary. This summary does not take into account the tax laws of countries other than Australia.

3.2 Issue of Entitlements

The issue of the Entitlements should not, of itself, result in any amount being included in your assessable income.

3.3 Acquiring New Securities

Eligible Retail Securityholders who exercise their Entitlements will acquire New Securities.

For the purposes of CGT, each New Security will:

have an initial cost base (and reduced cost base) that is equal to the Issue Price for the New Securities plus certain non-deductible incidental costs incurred in acquiring the New Security; and
be taken to be acquired on the day that the Entitlement in respect of the New Security is exercised.

No income tax or CGT liability will arise on the exercise of the Entitlements.

3.4 Distributions on New Securities

Future distributions made in respect of New Securities will be subject to the same income taxation treatment as distributions made on existing Securities held in the same circumstances.

It is intended that New Securityholders will be presently entitled to all of the REIT’s income in each year and that the REIT undertakes only eligible investment business activities (i.e., passive investment activities such as investing in land for the purpose/primarily for the purpose of deriving rent). On this basis, the REIT should not have any liability for Australian income tax.

Retail Entitlement Offer 13

Section 3

Taxation

In respect of each income tax year, an Eligible Retail Securityholder will be required to include their share of the net income of the REIT (as advised by CPFL) in their assessable income for tax purposes. An Eligible Retail Securityholder’s share of the net income of the REIT will be included in their assessable income for the income year to which that net income relates and not the year in which the relevant distribution is paid to the Eligible Retail Securityholder.

If the REIT makes any non-assessable distributions to an Eligible Retail Securityholder, the cost base and reduced cost base of the Security would be reduced by the amount of the non-assessable payment.

In the event that the non-assessable distribution exceeds an Eligible Retail Securityholder’s cost base in their Security, a capital gain will arise (such a gain may potentially be eligible for the CGT discount – see below). Where this happens, the cost base and reduced cost base of the Security are reduced to nil.

To the extent CFPL as responsible entity for the REIT, is able to, and makes an irrevocable election to adopt the attribution managed investment trust (AMIT) regime, there may be additional tax considerations for the Eligible Retail Securityholder. Broadly, the tax profile of the REIT as a result of being an AMIT includes as follows:

The REIT has the ability to attribute taxable income to Eligible Retail Securityholders on a fair and reasonable basis, and there may be a greater alignment of the income attributed to its underlying character in the hands of the REIT from a tax perspective;
The cost base of the Security held by the Eligible Retail Securityholder should increase where the cash distribution made by the REIT is less than the taxable income attributed to the Eligible Retail Securityholder for the relevant period. Conversely, the cost base of the Security should reduce where the taxable income attributed is less than the cash distribution for the same period;
Tax losses incurred by the REIT may be utilised with greater certainty; and
Legislated guidance would be adopted with respect to the treatment of “unders” and “overs” of estimates of tax-attributable income. Under this guidance, Eligible Retail Securityholders may not be required to amend their income tax returns for any miscalculations.

3.5 Disposal of New Securities

On disposal of a New Security, you will make a capital gain if the capital proceeds (adjusted for transaction

fees on disposal) exceed the total cost base of the New Security. You will make a capital loss if the capital proceeds (adjusted for transaction fees) are less than the total reduced cost base of the New Security.

Individuals, complying superannuation entities or trustees that have held New Securities for at least 12 months (not including the dates of acquisition and disposal of the New Securities) should be entitled to discount the amount of any net capital gain resulting from the disposal of the New Securities (after the application of any current year or carry forward capital losses).

The CGT discount applicable is one-half for individuals and trustees and one-third for complying superannuation entities. The CGT discount is not available for companies that are not trustees. The availability of a discount for New Securities disposed by a trustee depends on the entitlement and tax status of the beneficiaries of the trust.

If a capital loss arises on disposal of the New Securities, the capital loss can only be used to offset capital gains; the capital loss cannot be used to offset ordinary income. However, the capital loss can be carried forward to use in future income years if the loss cannot be used in a particular income year, providing certain tests are satisfied.

3.6 Entitlements not taken up

As described in Section 2.3 above, any Entitlements not taken up under the Retail Entitlement Offer will lapse and the Eligible Retail Securityholder will not receive any consideration for those Entitlements. In these circumstances, there should not be any tax implications for the Eligible Retail Securityholder.

3.7 Tax file number

If an Eligible Retail Securityholder has quoted their Australian business number (ABN), tax file number (TFN) or an exemption from quoting their tax file number in respect of an existing Security, this quotation or exemption will also apply in respect of any New Securities acquired by that Eligible Retail Securityholder.

Tax may be required to be deducted by CPFL from any distributions at the highest marginal tax rate if an ABN or TFN has not been not quoted, or an appropriate TFN exemption has not been provided.

3.8 Other Australian taxes

No Australian GST or stamp duty will be payable by Eligible Retail Securityholders in respect of the issue or exercise of the Entitlements or the acquisition of New Securities pursuant to the Retail Entitlement Offer.

14 Retail Entitlement Offer

Section 4 Section 1 Important Information Overview of the Offer for Securityholders

4.1 Retail Offer Booklet availability

Those Eligible Retail Securityholders with registered addresses in Australia or New Zealand will receive a copy of this Retail Offer Booklet and their personalised Entitlement and Acceptance Form in the mail. Please read this Retail Offer Booklet and the Entitlement and Acceptance Form together in their entirety.

A copy of this Retail Offer Booklet can be obtained during the Retail Offer Period (Wednesday, 19 July 2017 to Thursday, 3 August 2017) at the offer website at www.cmaoffer.com.au. Alternatively you can obtain a copy by calling the Centuria Metropolitan REIT Investor Relations Line on +61 2 8923 8923 between 9.00am and 5.00pm (AEST), Monday to Friday during the Retail Offer Period.

If this Retail Offer Booklet is being viewed electronically, please ensure that you download the Retail Offer Booklet in its entirety (including the annexures to this Retail Offer Booklet). Eligible Retail Securityholders can access their BPAY[®] details online when the Retail Entitlement Offer opens on Wednesday, 19 July 2017.

It is important to note that you will only be entitled to accept the Retail Entitlement Offer by completing your personalised Entitlement and Acceptance Form which accompanies this Retail Offer Booklet, or by making a payment of Application Monies via BPAY[®] using the information contained on your personalised Entitlement and Acceptance Form or online at www.cmaoffer.com.au (see Section 2.2.2 for further information). Please carefully read the instructions on the accompanying Entitlement and Acceptance Form.

Securityholders in foreign jurisdictions should refer to Section 4.9 below.

4.2 Continuous disclosure requirements

Under the Corporations Act, the REIT is a disclosing entity and is subject to ongoing reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half-yearly reports.

Under the ASX Listing Rules, CPFL has an obligation (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which would influence persons who commonly invest in securities in deciding whether to acquire or dispose of securities. Such information is available to the public from the ASX.

CPFL is also required to lodge certain documents with ASIC. Such documents can be inspected and obtained from an ASIC office.

4.3 Retail Offer Booklet does not constitute investment advice

Securityholders must note that the information provided in this Retail Offer Booklet, and the accompanying Entitlement and Acceptance Form, does not constitute financial product advice. All information has been prepared without taking into account your individual investment objectives, financial circumstances or particular needs. The information contained in this Retail Offer Booklet and the accompanying Entitlement and Acceptance Form should not be considered as comprehensive or to comprise all the information which a Securityholder may require in order to determine whether or not to subscribe for New Securities. If you have any questions, please consult your professional adviser before deciding whether or not to invest.

Retail Entitlement Offer 15

Important Information for Securityholders

Section 4

4.4 Risk factors

The Investor Presentation details important factors and risks that could affect the financial and operating performance of the REIT. Please refer to the Key Risks section of the Investor Presentation for details. When making an investment decision in connection with this Retail Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 3 of this Retail Offer Booklet).

4.5 No authorisation beyond information contained within this Retail Offer Booklet

Any information or representation not contained in this Retail Offer Booklet may not be relied on as having been authorised by CPFL in connection with the Entitlement Offer. No person is authorised to give any information or make any representation in connection with the Entitlement Offer, which is not contained in this Retail Offer Booklet.

4.6 No cooling-off rights

Cooling-off rights do not apply to a subscription for New Securities under the Entitlement Offer. This means that you cannot withdraw your Application once it has been accepted.

4.7 Forward-looking statements

No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statements in this Retail Offer Booklet, or any events or results expressed or implied in any forward-looking statements. 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 statements and deviations are normal and to be expected. Please refer to the Key Risks section of the Investor Presentation and the disclaimers outlined in this Retail Offer Booklet for more information.

4.8 Past performance

Past performance is not a reliable indicator of future performance.

4.9 Offer jurisdictions – restrictions and limitations

The Retail Entitlement Offer will not be made to Securityholders with registered addresses outside Australia and New Zealand. This document does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. Return of the Entitlement and Acceptance Form or payment by BPAY[®] of Application Monies shall be taken by CPFL to constitute a representation by you that there has been no breach of any such laws.

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 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.

The New Securities are not being offered to the public within New Zealand other than to existing Securityholders with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

The distribution of this document outside Australia and New Zealand may be restricted by law. If you come into possession of this document you should observe any such restrictions and should seek your own advice on those restrictions. A failure to comply with such restrictions may contravene applicable securities laws.

16 Retail Entitlement Offer

Important Information for Securityholders

Section 4

4.10 Underwriting arrangements and fees

Moelis Australia Advisory Pty Ltd and UBS AG, Australia Branch will be acting as joint lead managers, bookrunners and underwriters on the Entitlement Offer ( Underwriters ). CPFL has entered into an Underwriting Agreement with the Underwriters in respect of the Entitlement Offer.

CPFL must pay the Underwriters an underwriting fee of 2% of the proceeds of the Placement, the Institutional Entitlement Offer and the Early Retail Entitlement Offer (the Underwriters will rebate the portion of the underwriting fee that relates to the participation of Centuria Capital Limited and certain of its associates) and a management fee of 1% of the proceeds of the Placement, the Institutional Entitlement Offer and the Early Retail Entitlement Offer. CPFL must also reimburse the Underwriters for their reasonably incurred costs in connection with the Equity Raising, including legal fees (up to an agreed cap) and disbursements, bookbuild expenses, travel expenses and stamp duty or similar taxes payable in respect of the Underwriting Agreement.

The Underwriting Agreement contains representations and warranties and indemnities in favour of the Underwriters. Each Underwriter may also, in certain circumstances, terminate their obligations under the Underwriting Agreement on the occurrence of certain termination events including where:

in the reasonable opinion of the Underwriters, a material statement in this Retail Offer Booklet or other Entitlement Offer documents is or becomes misleading or deceptive or is likely to mislead or deceive in a material respect (including by omission);
either of the S&P/ASX200 index or the S&P/ ASX200 A-REIT index stands at a level that is 90% or less of the level of the relevant index as at the close of trading on the day before the date of the Underwriting Agreement:
at any time before the closing date of the Institutional Entitlement Offer;
at any time on two consecutive business days prior to the settlement date of the Institutional Entitlement Offer or on the business day immediately prior to that settlement date;
there are certain delays in the timetable for the Entitlement Offer without the Underwriters’ consent;
there are adverse changes to material debt or financing arrangements (including breaches, defaults or termination);
in certain circumstances, an Acquisition agreement is terminated, void, avoided, illegal; or materially limited in its effect, a condition precedent in an Acquisition agreement is not satisfied by its due date or any party commits a material breach of an Acquisition agreement or otherwise has the right to terminate, rescind or avoid an Acquisition agreement;
there is a change in the Board of Directors or senior management of CPFL, other than as notified to the Underwriters prior to execution of the Underwriting Agreement; or
any adverse change occurs in the assets, liabilities, financial position or performance, profits, losses or prospects of the REIT.

If the Underwriters terminate the Underwriting Agreement, the Underwriters will not be obliged to perform any of their obligations which remain to be performed.

None of the Underwriters nor any of their respective related bodies corporate and affiliates, nor any of their respective Directors, officers, partners, employees, representatives, agents or advisers (the Limited Parties ) have authorised or caused the issue of this Retail Offer Booklet and they do not take responsibility for any statements made in this Retail Offer Booklet or any action taken by you on the basis of such information. To the maximum extent permitted by law, each Limited Party disclaims all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this information being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. None of the Limited Parties make any recommendations as to whether you or your related parties should participate in the Entitlement Offer, nor do they make any representations or warranties to you concerning this Entitlement Offer or any such information and you represent, warrant and agree that you have not relied on any statements made by the Underwriters or any of their respective related bodies corporate and affiliates or any of their respective directors, officers, partners, employees, representatives or agents in relation to the New Securities or the Entitlement Offer generally.

4.11 Governing law

This Retail Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the law applicable in New South Wales, Australia. Each Securityholder who applies for New Securities submits to the jurisdiction of the courts of New South Wales, Australia.

Retail Entitlement Offer 17

Important Information for Securityholders

Section 4

ELIGIBLE RETAIL SECURITYHOLDER DECLARATIONS

In making your application for New Securities as part of the Retail Entitlement Offer, you will be declaring to CPFL that you:

have read this Retail Offer Booklet;
agree to be bound by the constitution of the REIT;
acknowledge the statement of risks in the “Key Risks” section in the Investor Presentation, and that investments in the REIT are subject to investment risk;
agree to be bound by the terms of the Retail Entitlement Offer;
authorise CPFL to register you as the holder of New Securities allotted to you under this Retail Entitlement Offer;
confirm that all details in the Entitlement and Application Form are complete, accurate and up to date;
are over 18 years of age and that you have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;
accept that there is no cooling off period under the Retail Entitlement Offer and that once CPFL receives either your Entitlement and Acceptance Form, your payment of Application monies via BPAY[®] , or both, that you may not withdraw or change your Application;
agree to apply for and be issued with up to the number of New Securities shown on the Entitlement and Acceptance Form, or for which you have submitted payment of Application Monies via BPAY[®] , at the Issue Price of $2.35 per New Security;
authorise CPFL, the Underwriters, the Registry and respective officers or agents, to do anything on your behalf necessary for the New Securities to be issued to you, including to act on instructions of the Registry upon using the contact details set out in the Entitlement and Acceptance Form;
are the current registered holder of Existing Securities and are an Australian or New Zealand resident at the Record Date;
acknowledge that the information contained in this Retail Offer Booklet and the Entitlement and Acceptance Form does not constitute investment advice, nor a recommendation that New Securities are suitable for you given your individual investment objectives, financial situation or particular needs;
understand that this Retail Offer Booklet is not a product disclosure statement, does not contain all of the information that you may require in order to assess an investment in the REIT and is given in the context of the REIT’s past and ongoing continuous disclosure obligations under the Corporations Act and the ASX listing rules;
acknowledge that none of CPFL, its Directors, officers, employees, agents, consultants nor advisers, or the Underwriters, guarantees the performance of the REIT, or guarantees the payment of income or repayment of capital from the REIT;
represent and warrant that you are an Eligible Retail Securityholder and the law of any other jurisdiction does not prohibit you from being given this Retail Offer Booklet or making an Application;
represent and warrant that you are not in the United States and are not acting for the account or benefit of a person in the United States;
acknowledge that the New Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia;
agree not to send this Retail Offer Booklet or any other material relating to the Retail Entitlement Offer to any person in the United States;
make all other representations and warranties set out in this Retail Offer Booklet; and
agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and/or of your holding of Securities on the Record Date.

18 Retail Entitlement Offer

Annexure A – ASX Announcements

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Australian Securities Exchange - Company Announcements Platform

Centuria Property Funds Limited CENTURIA METROPOLITAN REIT

CMA acquires assets valued at $150 million and announces capital raising

Sydney, 13 July 2017

Centuria Property Funds Limited, as Responsible Entity of Centuria Metropolitan REIT ( CMA or the REIT ), is pleased to announce that it has entered into agreements to acquire two new commercial office assets located in Perth, Western Australia for $91.8 million which, coupled with the acquisition of the Target Head Office announced on 28 June 2017, results in total new acquisitions of $150 million ( Acquisitions )[1] with an initial funding obligation of $95 million.[2]

To partially fund the Acquisitions, CMA is undertaking an underwritten[3] equity raising to raise approximately $90 million ( Equity Raising ) at a fixed issue price of $2.35 per CMA security ( Issue Price ).

The Acquisitions and associated Equity Raising:

Are complementary to CMA's existing portfolio and investment strategy
Provide long leases to quality tenants with an average WALE of 6.5 years  Are acquired on an attractive average capitalisation rate of 7.1% with fixed rental reviews of between 3.25 – 3.75% p.a. improving the structured rent growth profile of the REIT
Increase CMA's tenant and geographic diversification
Capitalise on the significant disconnect in pricing between the East Coast and West Coast office markets
Enhance scale and liquidity, with the REIT's market capitalisation expected to increase from $430 million to $520 million[4] improving the potential for S&P/ASX300 index inclusion

1 All metrics are pro forma for the completion of the Target Head Office, Williams Landing, Victoria.

2 Prior to transaction costs.

3 The Equity Raising will be underwritten other than in respect of the commitments received from Centuria Capital Limited with respect to the Entitlement Offer and the Lederer Group with respect to the Entitlement Offer and Placement. Centuria Capital and Lederer Group have also committed to sub-underwrite a portion of the retail component of the Entitlement Offer (on economically equivalent terms to other sub-underwriters (including any sub-underwriting fees that will be paid out of underwriting fees)). 4 Based on the closing price of CMA securities on the ASX on 12 July 2017.

Retail Entitlement Offer 19

Annexure A – ASX Announcements

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Provides significant debt headroom to fund the current acquisition pipeline or pursue further attractive acquisitions

Overview of the Acquisitions

The purchase price of the Acquisitions is supported by independent valuations and reflects a weighted average capitalisation rate of 7.1% and weighted average lease expiry ( WALE ) of 6.5 years.

Property	State	Independent Valuation ($m)	Initial yield	Cap rate	NLA (sqm)	WALE (years)	Occupancy
Hatch Building, Perth	WA	58.2	9.2%	7.5%	11,042	3.7	100%
Target Head Office, Williams Landing5	VIC	58.2	6.5%	6.5%	12,919	10.0	100%
42-46 Colin Street, Perth	WA	33.6	8.7%6	7.5%	8,439	4.8	100%
Total		150.0	8.0%	7.1%	32,400	6.5	100%

CMA Trust Manager, Mr Nicholas Blake commented: “The acquisitions are highly complementary to the CMA portfolio and are in line with the REIT’s strategy to invest in metropolitan assets which generate income returns and offer the potential for capital growth through active management. Income from the two Perth assets is secured by the major occupiers W.A. Government (W.A. Police), Insurance Australia Group Ltd and international consultancy firm Hatch & Associates, with the acquisition pricing at a significant discount to East Coast markets. The two Perth assets are the REIT's first exposure to the Perth market and will represent 12% of the total CMA portfolio[7] . The acquisition of the Target Head Office at Williams Landing will provide exposure to a first generation asset purpose built for a highquality tenant on a long-term lease with attractive fixed rental increases".

Equity Raising

The $90 million Equity Raising is comprised of a $25 million institutional placement ( Placement ) and a 1 for 6.4 accelerated non-renounceable entitlement offer to raise approximately $65 million ( Entitlement Offer ).

The Issue Price of $2.35 per new security represents a 2.5% discount to CMA's closing price of $2.41 on 12 July 2017. At the Issue Price, the new securities are forecast to deliver a 7.9% FY18 distributable earnings yield and a 7.7% FY18 distribution yield.

New securities issued under the Equity Raising will rank equally with existing securities and will be entitled to the full Distribution for the quarter ending 30 September 2017.

5 On completion.

6 Based on forecast net income for the first twelve months of ownership.

7 By valuation.

20 Retail Entitlement Offer

Annexure A – ASX Announcements

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Financial Impact

The Transaction is expected to have the following impact on CMA:

Pro forma gearing reduces from 30.2%[8] to 27.6%;
Marginally accretive to FY18 Distributable Earnings, forecast to be 18.6 cents per security;
25% increase in the value of the REIT's property portfolio to $760 million.

Centuria expects FY18 Distributions to be 18.1 cents per security, representing 3.4% growth on FY17.

Equity Raising commitments

Centuria Capital Limited ( CCL ) and Lederer Group (CMA's second largest securityholder holding approximately 7.3% of the securities on issue) have both committed to take up their full entitlement under the Entitlement Offer. Lederer Group will also take up additional securities in the Placement. CCL and Lederer Group have also committed to sub-underwrite[9] a portion of the retail component of the Entitlement Offer.

Market update

CMA today also announces significant leasing success across the portfolio throughout FY17, having executed 41 leasing transactions across 20,321 sqm, representing 15.5% of portfolio NLA[10] . Key highlights included:

1 Richmond Road, Keswick, SA: 4,043 sqm expiring 30 June 2017 has been leased in two deals (DCNS & SA Power)
54 & 60 Marcus Clarke Street, Canberra, ACT: 10 leasing transactions executed across 2,112 sqm, with combined occupancy and WALE as at 30 June 2017 of 90% and 2.7 years respectively, compared to occupancy of 76.1% and a WALE of 2.2 years on acquisition
Queensland sub-portfolio[11] : High occupancy of 97.9% maintained with a strong WALE of 5.5 years as at 30 June 2017

The REIT has also undertaken a valuation process across the portfolio with revaluations increasing property values by $8.1 million (1.3% increase on prior book values) with the largest increases being derived from 9 Help Street, Chatswood, NSW (4.5% increase) and 1 Richmond Road, Keswick, SA (4.4% increase). A summary of the valuations split by office and industrial is outlined below and reflects a tightening of the portfolio capitalisation rate from 7.3%[12] to 7.2%.

8 As at 31 December 2016, pro forma for the merger of CMA with Centuria Urban REIT. 9 In aggregate on economically equivalent terms to other sub-underwriters (including any sub-underwriter fees that will be paid out of underwriting fees). 10 Portfolio NLA for the purposes of this calculation excludes the Acquisitions. 11 The Queensland sub-portfolio comprises 154 Melbourne Street, South Brisbane, 483 Kingsford Smith Drive, Brisbane, 35 Robina Town Centre Drive, Robina, 555 Coronation Drive, Brisbane and 149 Kerry Road, Archerfield. 12 As at 31 December 2016, pro forma for the merger with Centuria Urban REIT.

Retail Entitlement Offer 21

Annexure A – ASX Announcements

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Property Dec-16 Jun-17	Valuation increase Variance (%)	Valuation increase Variance (%)
Office $558.2m $566.3m	$8.1m	1.4%
Industrial $43.7m $43.7m	-	-
Total $601.9m $610.0m	$8.1m	1.3%
CMA continues to focus on sourcing quality acquisition opportunities, and has recently
entered into exclusive due diligence to acquire a new A-Grade, 10,000 sqm commercial office
building in South West Sydney, NSW. The development is	50% pre-committed to an
institutional grade tenant on a 10 year lease. The proposed acquisition is subject to
successful due diligence and CCL and CPFL board approval and if successful, may be
acquired under a fund-through arrangement with CCL. The value on completion (mid CY18)
is expected to be approximately $75 million, reflecting a capitalisation rate of 6.25%. CMA will
provide further updates to the market as appropriate.
Key dates of the Equity Raising
Key event	Date
Trading Halt and announcement of the Transaction and	Thursday, 13 July 2017
Equity Raising
Institutional Placement & Institutional Entitlement Offer opens	Thursday, 13 July 2017
Institutional Placement & Institutional Entitlement Offer closes	Thursday, 13 July 2017
Record date for Retail Entitlement Offer	Monday, 17 July 2017
Retail Entitlement Offer opens	9:00am, Wednesday, 19 July	2017
Early Retail acceptance due date	5:00pm, Tuesday, 25 July 2017
Settlement of the Institutional Placement, Institutional	Wednesday, 26 July 2017
Entitlement Offer & Early Retail Entitlement Offer
Allotment and ASX quotation of Institutional Placement,	Thursday, 27 July 2017
Institutional Entitlement Offer & Early Retail Entitlement Offer
Retail Entitlement Offer Closes	5:00pm, Thursday, 3 August 2017
Settlement of the remaining Retail Entitlement Offer	Wednesday, 9 August 2017
securities
Allotment and ASX quotation of the remaining Retail	Thursday, 10 August 2017
Entitlement Offer securities
Dispatch of holding statements	Friday, 11 August 2017

CMA continues to focus on sourcing quality acquisition opportunities, and has recently entered into exclusive due diligence to acquire a new A-Grade, 10,000 sqm commercial office building in South West Sydney, NSW. The development is 50% pre-committed to an institutional grade tenant on a 10 year lease. The proposed acquisition is subject to successful due diligence and CCL and CPFL board approval and if successful, may be acquired under a fund-through arrangement with CCL. The value on completion (mid CY18) is expected to be approximately $75 million, reflecting a capitalisation rate of 6.25%. CMA will provide further updates to the market as appropriate.

22 Retail Entitlement Offer

Annexure A – ASX Announcements

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Moelis Australia and UBS AG, Australia Branch are Financial Advisors, Joint Bookrunners and Joint Underwriters on the Equity Raising. Shaw & Partners and Morgans Financial Limited are Co-Lead Managers on the Equity Raising and HWL Ebsworth is Legal Advisor to CMA.

Additional information

Additional information about the Acquisitions and Equity Raising including key risks is contained in the investor presentation released to the ASX today. The retail entitlement offer booklet will be released separately and mailed to eligible securityholders. This will also be available on the Listed Property page of Centuria's website at http://www.centuria.com.au/metropolitan-reit/investor-centre/investor-centre/.

- Ends -

For further information, please contact:

Nicholas Blake

Trust Manager

Centuria Metropolitan REIT Phone: 02 8923 8923 Email: [email protected]

Shalome Ruiter

Investor Relations Manager

Centuria Property Funds Limited Phone: 02 8923 8923

Email: [email protected]

About Us

Centuria Property Funds Limited (CPFL), a wholly-owned subsidiary of Centuria Capital Group (CNI), is the Responsible Entity for the ASX-listed Centuria Metropolitan REIT (CMA). CMA focusses on investing in office and industrial assets in metropolitan markets across Australia and holds a portfolio of assets diversified across Sydney, Melbourne, Brisbane, Perth, Adelaide and Canberra.

CPFL, combined with Centuria Property Funds No.2 Limited (CPF2L), has approximately $3.0 billion of funds under management in 17 unlisted property funds and 2 listed REITs.

CNI is an ASX-listed specialist investment manager with $4 billion in total funds under management.

Retail Entitlement Offer 23

Annexure B – Investor Presentation

Centuria Metropolitan REIT

ACQUISITIONS, $90 MILLION CAPITAL RAISING AND MARKET UPDATE

13 JULY 2017

13 JULY 2017

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Hatch Building, Perth, WA
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��
13 JULY 2017 PAGE 2
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60 Marcus Clarke St, Canberra, ACT
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24 Retail Entitlement Offer

Annexure B – Investor Presentation

ACQUISITIONS AND CAPITAL RAISING OVERVIEW

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Centuria Metropolitan REIT (CMA or the REIT) has entered into agreements to acquire the following three properties from separate vendors for a total of $150 million (on completion) with an initial funding obligation of $95 million[1] (the Acquisitions ): – Hatch Building, Perth, WA for $58.2 million;
- 42-46 Colin Street, Perth, WA for $33.6 million; and
Acquisitions – Target Head Office, Williams Landing, VIC for an initial payment of $2.9 million with a $55.3 million final payment on completion of construction, expected 1QCY19
The Acquisitions are in line with the REIT's strategy to invest in metropolitan office assets which generate income returns and offer the potential for capital growth through active management
The acquisition price represents a weighted average capitalisation rate of 7.1%
The REIT is undertaking an underwritten[2] $90 million capital raising at $2.35 per security, comprising:
- $25 million institutional placement ( Placement ); and
- 1 for 6.4 accelerated non-renounceable entitlement offer to raise approximately $65 million ( Entitlement Offer )

Capital raising • All Directors of the Responsible Entity (CPFL) and Centuria Capital Limited ( CCL ), have committed to take up their full entitlements • Lederer Group, which owns 7.3% of the REIT, has committed to take up its full entitlement and will also take up additional securities through the Placement • Pro forma gearing will reduce from 30.2%[3] to 27.6% Financial • The Acquisitions, Placement and Entitlement Offer ( Transaction ) is expected to be marginally earnings accretive to FY18 Distributable impact Earnings, expected to be 18.6 cents per security (prior to any re-investment)

Lederer Group, which owns 7.3% of the REIT, has committed to take up its full entitlement and will also take up additional securities through the Placement
CMA expects FY18 Distributions to be 18.1 cents per security, representing 3.4% growth on FY17
Prior to transaction costs.
The Equity Raising will be underwritten other than in respect of the commitments received from Centuria Capital Limited with respect to the Entitlement Offer and the Lederer Group with respect to the Entitlement Offer and Placement. Centuria Capital Limited and Lederer Group have also committed to sub-underwrite a portion of the retail component of the Entitlement Offer (on economically equivalent terms to other sub-underwriters (including any sub-underwriting fees that will be paid out of underwriting fees)).
As at 31 December 2016, pro forma for the merger of CMA with Centuria Urban REIT

13 JULY 2017

PAGE 3

STRATEGIC RATIONALE

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Properties are complementary to CMA's existing portfolio and investment strategy
Long leases to quality tenants with an average WALE of 6.5 years
–
Acquired on an attractive average capitalisation rate of 7.1% with fixed rental reviews of between 3.25 3.75% p.a. improving the structured rent growth profile of the REIT
Increases CMA's tenant and geographic diversification
Capitalises on the significant disconnect in pricing between the East Coast and West Coast office markets
Enhances scale and liquidity, with the REIT's market capitalisation expected to increase from $430 million to $520 million[1] improving the potential for S&P/ASX300 index inclusion
Significant debt headroom to fund the current acquisition pipeline or pursue further attractive acquisitions
Based on the closing price of CMA securities on the ASX on 12 July 2017.

PAGE 4

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Retail Entitlement Offer 25

Annexure B – Investor Presentation

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203 Pacific Highway, St Leonards, NSW
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CMA MILESTONES AND ACHIEVEMENTS

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CMA continues to actively manage its portfolio and has achieved a number of key milestones

Implementation of the merger of CMA with Centuria Urban REIT, increasing the number and value of investment properties along with increasing the REIT's market capitalisation by 49% and broadening the register base
Achieving the simplification of the REIT's corporate structure, which is expected to generate ongoing cost savings through a reduction in head office and financial reporting costs
Sale of 14 Mars Road, Lane Cove for a 20.9% premium to the 30 June 2016 book value
Executing 41 leasing deals over 20,320 square metres representing 15.5% of portfolio NLA[1] , de-risking future lease expiries and maximising occupancy and income
Valuation uplift of $8.1m[2] as at 30 June 2017 (1.3% on prior valuations) driven by active asset management and strong market performance
Portfolio NLA for the purposes of this calculation excludes the Acquisitions. 2. Subject to audit finalisation.
13 JULY 2017

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26 Retail Entitlement Offer

Annexure B – Investor Presentation

MARKET UPDATE – LEASING

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Significant leasing success throughout FY17

41 leasing transactions across 20,321 sqm representing 15.5% of portfolio NLA[1 ]
22 new leases across 9,979 sqm
19 renewals across 10,342 sqm
14,885 sqm of FY17 expiries and vacancies have been de-risked (representing 81.2% of total FY17 expiries and vacancies)
Leasing success achieved at:

1 Richmond St, Keswick, SA

1 Richmond Road, Keswick, SA: 4,043 sqm expiring 30 June 2017 has been leased in two deals (DCNS & SA Power)
54 & 60 Marcus Clarke Street, Canberra, ACT: 10 leasing transactions executed across 2,112 sqm, with combined occupancy and WALE as at 30 June 2017 of 90% and 2.7 years respectively compared to occupancy of 76.1% and a WALE of 2.2 years on acquisition
Queensland sub-portfolio[2] : High occupancy of 97.9% maintained with a strong WALE of 5.5 years as at 30 June 2017
FY18 expiries reduced to 4% of NLA[3 ]
Portfolio NLA for the purposes of this calculation excludes the Acquisitions.

60 Marcus Clarke St, Canberra, ACT

The Queensland sub-portfolio comprises 154 Melbourne Street, South Brisbane, 483 Kingsford Smith Drive, Brisbane, 35 Robina Town Centre Drive, Robina, 555 Coronation Drive, Brisbane and 149 Kerry Road, Archerfield. 3. Pro forma for the impact of the Transaction.

13 JULY 2017

PAGE 7

MARKET UPDATE – VALUATIONS[1 ]

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30 June 2017 revaluations increase property values by $8.1 million (1.3% over prior valuations)

This includes valuation increases at:
9 Help Street, Chatswood, NSW: increasing from $62.2 million to $65.0 million (4.5% increase) due to improved market rent and a tightening of the capitalisation rate from 6.75% to 6.50%
1 Richmond Road, Keswick, SA: increasing from $27.3 million to $28.5 million (4.4% increase) due to new leases across 4,043 sqm
567 Swan Street, Richmond, VIC: increasing from $58.5 million to $61.0 million (4.3% increase) due to a tightening of the capitalisation rate from 6.50% to 6.25%
60 Marcus Clarke, Canberra, ACT: increasing from $54.5 million to $56.0 million (2.8% increase) due to 10 recent leasing transactions

9 Help St, Chatswood, NSW

As a result of the revaluations the portfolio's capitalisation rate has tightened from 7.3%[2] to 7.2% as at 30 June 2017

	Valuation	Valuation	Valuation	Capitalisation rate	Capitalisation rate	Capitalisation rate
	Dec-16	Jun-17	Increase	Dec-16	Jun-17	Change (bps)
Office	$558.2m	$566.3m	$8.1m	7.31%	7.18%	(13 bps)
Industrial	$43.7m	$43.7m	-	7.46%	7.35%	(10 bps)
Total	$601.9m	$610.0m	$8.1m	7.32%	7.19%	(13 bps)
1. Subject to audit and finalisation.

As at 31 December 2016, pro forma for the CMA merger with CUA.

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Hatch Building, Perth, WA
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TRANSACTION OVERVIEW

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The Acquisitions are complementary to CMA’s existing portfolio and investment strategy

CMA has entered into agreements to acquire three new properties from separate vendors for an initial investment of $95 million[1] and an additional $55 million final payment on completion of construction of Target Head Office property resulting in an 'on completion' valuation of $150 million[1]
attractive acquisition portfolio characteristics with an average WALE of 6.5 years and weighted average capitalisation rate of 7.1%[2]
Raising $90 million in new equity to partially fund the Acquisitions whilst maintaining conservative gearing of 27.6%
CMA continues to review quality acquisition opportunities and is in exclusive due diligence on a new A-Grade, commercial office development in NSW

Summary of the Acquisitions

Property	State	Independent Valuation ($m)	Initial yield	Cap rate	NLA (sqm)	WALE (years)	Occupancy
Hatch Building, Perth	WA	58.2	9.2%	7.5%	11,042	3.7	100%
Target Head Office, Williams Landing3	VIC	58.2	6.5%	6.5%	12,919	10.0	100%
42-46 Colin Street, Perth	WA	33.6	8.7%	7.5%	8,439	4.8	100%
Total		150.0	8.0%	7.1%	32,400	6.5	100%

Prior to transaction costs.
Target Head Office weighted by completed value.
On completion.

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28 Retail Entitlement Offer

Annexure B – Investor Presentation

PORTFOLIO IMPACT

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The Acquisitions increase CMA's portfolio occupancy, WALE and geographic diversity

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Geographic diversification [4 ]
Prior to Post
acquisitions [1 ] acquisitions [2 ] VIC WA
10% 12%
ACT QLD
Number of properties 15 18 QLD 12% 34% VIC
43% 16%
Portfolio valuation $610.0m $760.0m NSW ACT
27% SA 10%
SA 6% NSW
Weighted average capitalisation 7.2% 7.2% 8% 22%
rate
Asset class diversification [4 ]
Occupancy [3 ] 97.3% 97.8% Industrial Industrial
7% 6%
WALE [3 ] 4.0 years 4.5 years
Net Lettable Area (NLA) 131,011sqm 163,411sqm
Office Office
1. As at 30 June 2017. 93% 94%
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Calculated based on Target Head Office estimated completion value.
Based on Net Lettable Area (NLA).
Based on book valuation.
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PAGE 11

TENANT DIVERSIFICATION

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The Acquisitions will introduce two S&P/ASX20[1] companies (IAG and Wesfarmers) and WA State Government as tenants for the REIT

Top 10 tenants	% of income
Insurance Australia Group	8.4%
Target Australia (Wesfarmers)	6.3%
Austar Entertainment	6.0%
Bluescope Steel	5.0%
Hatch & Associates	4.1%
Minister for Works (WA Police)	4.0%
GE Capital Finance Australasia	3.7%
Domino's Pizza	3.5%
Minister for Infrastructure	3.4%
Department Housing & Public Works (QCAA)	3.4%	42–46 Colin Street, West Perth, WA

Including their wholly owned subsidiaries.

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Retail Entitlement Offer 29

Annexure B – Investor Presentation

IMPROVED TRADING LIQUIDITY AND INCREASED MARKET CAPITALISATION

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Post the Equity Raising CMA will have a market capitalisation of approximately $520m[1] and is a strong candidate for S&P/ASX 300 A-REIT index inclusion

Market Capitalisation of S&P/ASX 300 A-REIT Index Constituents < A$1.5bn (A$m)[1 ]

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775
651
520 545 543 561
491
464
432 430
383 387
1. Based on the closing prices on the ASX on 12 July 2017.
13 JULY 2017 PAGE 13
CMA
Industria REIT Astro Japan Property Group Hotel Property Investments Rural Funds Group Arena REIT CMA (post) Ingenia Communities GDI Property Group Centuria Industrial REIT Folkstone Education Trust National Storage REIT
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PROPERTY DETAILS: HATCH BUILDING, PERTH, WA

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Property details Propertytype Office Purchaseprice $58.2m Capitalisation rate 7.5% Initialyield 9.2% Occupancy 100% WALE(byNLA) 3.7years Site area(sqm) 5,057 Net Lettable Area(sqm) 11,042 1. This does not include the 22% of NLA sublet by Hatch to WA Police 2. Currently sublet from Hatch. 3. Exclude	Lease expiry profile (by NLA) Tenant Rent review (p.a.) NLA (sqm) Expiry Net income3 Option WA Police 3.50% 5,936 Dec-20 $2.2m n.a. WA Police2 3.75% 2,435 Aug-21 $1.2m n.a. Hatch & Associates 3.75% 2,503 Aug-21 $1.2m 2 x 5 years • Multi-level, A-Grade Perth city fringe office building with a net lettable area of 11,042 sqm and 240 carparks • Warehouse which allows for secure drop off and parking for service vehicles • 100% leased to two institutional quality tenants, WA Police (54%) and Hatch & Associates (45%), a global engineering and management consultancy − WA Police currently sublease an additional 22% of NLA from Hatch − WA Police has recently installed a specialised operational fit out and are a potential full building user Summary of major tenants 54% 45% 1% 0% 50% 100% FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26 FY27 FY28 FY29 FY30 1 s an additional $0.7 million related to parking, café and other.
13 JULY 2017	PAGE 14

Property details
Propertytype
Office
Purchaseprice
$58.2m
Capitalisation rate
7.5%
Initialyield
9.2%
Occupancy
100%
WALE(byNLA)
3.7years
Site area(sqm)
5,057
Net Lettable Area(sqm)
11,042
1.
This does not include the 22% of NLA sublet by Hatch to WA Police
2.
Currently sublet from Hatch.
3.
Exclude

Lease expiry profile (by NLA)
Tenant
Rent review (p.a.)
NLA (sqm)
Expiry
Net income3
Option
WA Police
3.50%
5,936
Dec-20
$2.2m
n.a.
WA Police2
3.75%
2,435
Aug-21
$1.2m
n.a.
Hatch & Associates
3.75%
2,503
Aug-21
$1.2m
2 x 5 years
•
Multi-level, A-Grade Perth city fringe office building with a net lettable area of 11,042 sqm and 240
carparks
•
Warehouse which allows for secure drop off and parking for service vehicles
•
100% leased to two institutional quality tenants, WA Police (54%) and Hatch & Associates (45%), a
global engineering and management consultancy
−
WA Police currently sublease an additional 22% of NLA from Hatch
−
WA Police has recently installed a specialised operational fit out and are a potential full
building user
Summary of major tenants
54%
45%
1%
0%
50%
100%
FY18
FY19
FY20
FY21
FY22
FY23
FY24
FY25
FY26
FY27
FY28
FY29
FY30
1
s an additional $0.7 million related to parking, café and other.

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30 Retail Entitlement Offer

Annexure B – Investor Presentation

PROPERTY DETAILS: 42 – 46 COLIN STREET, WEST PERTH, WA

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Property details
Propertytype Office
Purchaseprice $33.6m
Capitalisation rate 7.5%
Initialyield 8.7%1
Occupancy 100%
WALE(byNLA) 4.8years
Site area(sqm) 5,147
Net Lettable Area(sqm) 8,439

Modern, A-grade commercial office building close to the WA parliamentary precinct
• 8,439 sqm of NLA over five levels with major tenant Insurance Australia Group (IAG:ASX), an S&P/ASX20 company occupying four levels on recently reset market lease terms
• Leasehold title with 83.1 years remaining

Level 4 subject to a 12 month rental guarantee from the Vendor, with advanced negotiations underway with potential tenants

IAG has been in occupancy since the building was constructed with 100% tenant power backup to support IAG's national call centre
Substantial end of trip facilities and amenities upgrade underway
Area well serviced by free public transport

Lease expiry profile (by NLA)

100%				83%
17% 0% 50% 2
FY18 FY19	FY20	FY21	FY22	FY23 FY24	FY25	FY26	FY27	FY28	FY29	FY30
Summary of major tenants
Tenant	Rent review (p.a.)			NLA (sqm)		Expiry	Net	income			Option
IAG Group		3.5%		6,967		Jan-23		$3.3m		1	x 3 years
IAG Group1			n.a.	1,472		Oct-18		$0.8m			n.a.

Based on forecast net income for the first twelve months of ownership.
Remaining lease term plus a twelve month rental guarantee from Dexus (the Vendor).
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PROPERTY DETAILS: TARGET HEAD OFFICE, WILLIAMS LANDING, VIC

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Property details1
Propertytype Office
Purchaseprice $58.2m
Capitalisation rate 6.5%
Initialyield 6.5%
Occupancy 100%
WALE(byNLA) 10.0years2
Site area(sqm) 4,401
Net Lettable Area(sqm) 12,919

Multi-level, A-Grade suburban office building with net lettable area of 12,919 sqm

The land has been acquired for an initial payment of $2.9 million with a $55.3 million final payment on completion of construction, expected 1QCY19 Located in the new residential suburb of Williams Landing opposite the railway station, approximately 20 kilometres south west of the Melbourne CBD

Target Australia, a wholly owned subsidiary of Wesfarmers (WES: ASX) will occupy 100% of the building on a 10 year lease (from completion of construction)

High quality building with an anticipated 4.0 star NABERS energy rating, 384 car spaces, a ground floor cafe and modern end of trip facilities

Lease expiry profile (by NLA)

50% 100%												100%	100%
0%
	FY18	FY19	FY20	FY21	FY22	FY23	FY24	FY25	FY26	FY27	FY28	FY29 FY30
Summary of major tenants
Tenant			Rent review (p.a.)			NLA	(sqm)		Expiry	Net	income		Option
Target			Fixed annual reviews			12,919			Dec-29		$3.8m		2 x 5 years

As at completion, anticipated 1QCY19.
At any time after the commencement of the sixth year of the lease, Target may provide notice that it is surrendering a single level (either Level 4 or Level 7). Target must give notice 15 months in advance.

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Annexure B – Investor Presentation

FURTHER ACQUISITION OPPORTUNITIES

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Continued focus on quality metropolitan acquisition opportunities

CMA has entered exclusive due diligence to acquire a development site for the construction of an A-Grade, 10,000sqm commercial office building in South West Sydney, NSW
The property is 50% pre-committed to an institutional grade tenant on a 10 year lease
Value on completion (mid CY18) is expected to be approximately $75 million, reflecting a capitalisation rate of 6.25%
Subject to successful due diligence and board approval from CCL and CPFL, CMA may acquire the asset under a fund through arrangement with CCL, whereby CMA may purchase the land and current work in progress and progressively fund the construction in return for a coupon of 6.25% p.a. on funds deployed
If acquired, the proposed acquisition would be accretive to FY18 Distributable Earnings per CMA security

13 JULY 2017 PAGE 17

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576 Swan Street, Richmond, VIC
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32 Retail Entitlement Offer

Annexure B – Investor Presentation

EQUITY RAISING OVERVIEW

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$90 million underwritten Equity Raising at an Issue Price of $2.35 per security
The Equity Raising comprises a:
$25 million institutional placement; and
1 for 6.4 accelerated pro-rata non-renounceable entitlement offer to raise approximately $65 million

Sources of funds	$m
Placement proceeds 25
Entitlement Offer proceeds 65
Drawn debt 13
Total sources 104

Uses of funds $m
Acquisitions 95
Stamp duty 5
Other transaction costs 4
Total uses 104

Based on the Issue Price of $2.35. 13 JULY 2017

Key Offer Information
Issue Price per security	$2.35
Discount to last closing price	2.5%
Discount to 10 day VWAP	3.9%
Pro forma market capitalisation post	$520m
Forecast FY18 distributable earnings yield	7.9%1
Forecast FY18 distribution yield	7.7%1
Pro forma gearing post Transaction	27.6%

PAGE 19

DETAILS OF THE EQUITY RAISING

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Equity Raising Details Entitlement Offer Placement Settlement Ranking Pricing Underwriter Directors and major Securityholder intentions	• An Equity Raising of 38.5 million securities to raise approximately $90 million
	• 1 for 6.4 accelerated non-renounceable entitlement offer to raise approximately $65 million • Record date is 17 July 2016 • Entitlement Offer will comprise an accelerated Institutional Entitlement Offer and a Retail Entitlement Offer • Securities in respect of institutional entitlements not subscribed for will be placed into an institutional bookbuild (concurrent with the Placement) • Retail Entitlement Offer opens on 19 July2017 and closes on 3 August 20171
	• Institutional Placement to raise $25 million offered to existing and new institutional investors
	• Settlement of the of the Institutional Entitlement Offer, Retail Entitlement Offer and Placement will occur concurrently once the conditions are satisfied
	• Securities issued under the EquityRaisingwill rank equallywith existingCMA securities
	• The Issue Price of $2.35 per security – 2.5% discount to the last traded price of $2.41 on 12 July 2017 – 3.9% discount to the 10 day VWAP of $2.44 on 12 July 2017 – 2.1% discount to the theoretical ex-rightsprice of $2.40
	• The Equity Raising is underwritten2by Moelis Australia Advisory Pty Ltd and UBS AG, Australia Branch • Shaw and Partners Limited and Morgans Financial Limited have been appointed as Co-lead Managers to the EquityRaising
	• All Directors of the Responsible Entity (CPFL), and Centuria Capital Limited, have committed to take up their full entitlements • Lederer Group, which owns 7.3% of the REIT, has committed to take up its full entitlement and will also take up additional Securities through the Placement

Timetable is subject to change at CMA's discretion with the prior written consent of the Underwriters (subject to the law and ASX listing rules).
The Equity Raising will be underwritten other than in respect of the commitments received from Centuria Capital Limited with respect to the Entitlement Offer and the Lederer Group with respect to the Entitlement Offer and Placement. Centuria Capital Limited and Lederer Group have also committed to sub-underwrite a portion of the retail component of the Entitlement Offer (on economically equivalent terms to other sub-underwriters (including any sub-underwriting fees that will be paid out of underwriting fees)).

13 JULY 2017

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Retail Entitlement Offer 33

Annexure B – Investor Presentation

INDICATIVE TIMETABLE

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Key event	Date1
Trading halt, Institutional Placement, Institutional Entitlement Offer and Bookbuild opens Thursday, 13 July 2017
Institutional Placement, Institutional Entitlement Offer and Bookbuild closes Thursday, 13 July 2017
Trading of securities recommences on ASX on an 'ex-entitlement' basis Friday, 14 July 2017
Entitlement Offer Record Date Monday, 17 July 2017
Retail Entitlement Offer Booklet is despatched and Retail Entitlement Offer opens 9:00am, Wednesday, 19 July 2017
Early Retail Acceptance Due Date 5:00pm, Tuesday, 25 July 2017
Settlement of securities issued under the Institutional Placement, Institutional Entitlement Offer and Retail Entitlement Offer for applications received bythe EarlyRetail Acceptance Due Date Wednesday, 26 July 2017
Allotment and normal trading of securities issued under the Institutional Entitlement Offer and Retail Entitlement Offer for applications received by the EarlyRetail Acceptance Due Date Thursday, 27 July 2017
Retail Entitlement Offer closes 5:00pm, Thursday, 3 August 2017
Allotment of remaining securities issued under the Retail Entitlement Offer Thursday, 10 August 2017
Normal trading of remaining securities issued under the Retail Entitlement Offer Friday, 11 August 2017

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. 13 JULY 2017 PAGE 21

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9 Help Street, Chatswood, NSW
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34 Retail Entitlement Offer

Annexure B – Investor Presentation

PRO FORMA BALANCE SHEET

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($m)	31 December 2016 pro forma for the merger with CUA1	Revaluations2	Acquisitions and equity raising	Pro forma 31 December 2016
Assets
Cash and cash equivalents 10.9 10.9
Investment properties 601.9 8.1 91.8 701.7
Other assets 1.3 2.9 4.2
Total assets 614.1 8.1 94.7 716.8
Liabilities
Borrowings 191.2 13.1 204.4
Other liabilities 14.1 14.1
Total liabilities 205.3 13.1 218.5
Net assets 408.8 8.1 81.5 498.3
Securities on issue (m) 178.3 38.5 216.7
Net tangible assets per Security ($) 2.29 2.30
Gearing3 30.2% 27.6%

The 31 December 2016 pro forma for the merger with CUA balance sheet is prepared as though the merger was implemented at 31 December 2016, based on the reviewed CMA and CUA 31 December 2016 balance sheets and certain pro forma adjustments pertaining to the merger and also the sale of Mars Road, Lane Cove. The 31 December 2016 pro forma for the merger with CUA balance sheet and associated detail on the pro forma adjustments are set out in Section

8.8.2 of the NoM.

30 June 2017 property valuations resulted in a $8.1 million increase in property values from 31 December 2016. The 30 June 2017 property valuations are subject to audit and finalisation.
Net debt / Total tangible assets (less cash and cash equivalents).

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60 Marcus Clarke St, Canberra, ACT
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Retail Entitlement Offer 35

Annexure B – Investor Presentation

PROPERTY PORTFOLIO

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Property	Ownership	Type	Valuation ($m)1	Cap Rate	NLA (sqm)	WALE2	Occupancy2
9 Help Street, Chatswood, NSW	100%	Office	65.0	6.50%	9,394	3.0	100.0%
203 Pacific Highway St Leonards, NSW	50%	Office	47.5	7.00%	11,734	3.5	100.0%
3 Carlingford Road, Epping, NSW	100%	Office	27.0	6.25%	4,702	2.6	100.0%
44 Hampden Road, Artarmon, NSW	100%	Office	9.0	8.00%	2,306	1.5	93.5%
576 Swan Street, Richmond, VIC	100%	Office	61.0	6.25%	8,331	4.7	100.0%
154 Melbourne Street, South Brisbane, QLD	100%	Office	77.5	7.00%	11,300	1.7	98.4%
483 Kingsford Smith Drive, Brisbane, QLD	100%	Office	74.5	7.00%	9,322	7.4	98.5%
35 Robina Town, Centre Drive, Robina, QLD	100%	Office	51.0	7.25%	9,814	6.3	100.0%
555 Coronation Drive, Brisbane, QLD	100%	Office	31.5	8.00%	5,591	3.4	87.1%
1 Richmond Road, Keswick, SA	100%	Office	28.5	8.50%	8,100	3.5	92.1%
131-139 Grenfell Street, Adelaide, SA	100%	Office	19.5	8.50%	4,052	2.4	100.0%
60 Marcus Clarke, Canberra, ACT	100%	Office	56.0	7.75%	12,120	2.9	92.7%
54 Marcus Clarke, Canberra, ACT	100%	Office	18.3	8.75%	5,169	2.1	83.6%
13 Ferndell Street, Granville, NSW	100%	Industrial	18.2	7.50%	15,302	2.8	100.0%
149 KerryRoad, Archerfield, QLD	100%	Industrial	25.5	7.25%	13,774	7.5	100.0%
Total (excluding Acquisitions)			610.0	7.19%	131,011	4.0	97.3%
Hatch Building, Perth, WA	100%	Office	58.2	7.50%	11,042	3.7	100.0%
Colin Street, West Perth, WA	100%	Office	33.6	7.50%	8,439	4.8	100.0%
Total (excluding Target Head Office)			701.7	7.23%	150,492	4.0	97.6%
Target Head Office, VIC completion value	100%	Office	58.2	6.50%	12,919	10.0	100.0%
Total			760.0	7.17%	163,411	4.5	97.8%

Subject to audit and finalisation. 2. Weighted by net lettable area (NLA).

13 JULY 2017 PAGE 25

LEASE EXPIRY PROFILE[1]

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Significant improvement in lease expiry profile with CMA's portfolio WALE increasing to 4.5 years (from 4.0 years)

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49%
42%
25%
20%
15%
13% 12%
10%
3% 5% 4%
2%
Vacant FY18 FY19 FY20 FY21 FY22+
Pre Transaction Post Transaction
1. Weighted by net lettable area.
13 JULY 2017 PAGE 26
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PAGE 26
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36 Retail Entitlement Offer

PAGE 27 203 Pacific Highway, St Leonards, NSW

Annexure B – Investor Presentation

��

13 JULY 2017

KEY RISKS

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General economic conditions

CMA’s financial performance, and the market price of CMA Securities, is influenced by a variety of general economic and business conditions, including the level of inflation, interest rates, exchange rates, commodity prices, ability to access funding, oversupply and demand conditions, government fiscal, monetary and regulatory policy changes in gross domestic product and economic growth, employment levels and consumer spending, consumer and investment sentiment and property market volatility. Prolonged deterioration in any or all of these conditions, an increase in the cost of capital or a decrease in consumer demand, could have a materially adverse impact on CMA’s financial performance.

Inflation

Higher than expected inflation rates generally or specific to the property sector could be expected to increase operating costs and development costs.

Litigation and disputes

Disputes or litigation may arise from time to time in the course of business activities. There is a risk that material or costly disputes or litigation could adversely affect financial performance and the value of CMA Securities.

Occupational health

CMA is subject to laws and regulations governing health and safety matters.

Failure to comply with the necessary occupational health requirements across the jurisdictions in which CMA operates could result in fines, penalties and compensation for damages as well as reputational damage.

Market risks

Investors should be aware that the market price of CMA Securities and the future distributions made to CMA Securityholders may be influenced by a number of factors that are common to most listed investments, some of which are beyond CMA’s control. At any point in time, these may include:

the Australian and international economic outlook;
movements in the general level of prices on international and local equity and credit markets;
changes in economic conditions including inflation, recessions and interest rates;
changes in market regulators’ policies and practice in relation to regulatory legislation;
changes in government fiscal, monetary and regulatory policies; and
the demand for CMA Securities.

The market price of CMA Securities may therefore not reflect the underlying NTA of CMA.

Other factors

Other factors that may affect CMA’s performance include changes or disruptions to political, regulatory, legal or economic conditions or to the national or international financial markets including as a result of terrorist attacks or war.

Leasing terms and tenant defaults

The future financial performance of A-REITs will largely depend on their ability to lease properties that become vacant on expiry of leases, on economically favourable terms. Insolvency or financial distress of any of the tenants may reduce the income received from the assets.

13 JULY 2017

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Retail Entitlement Offer 37

Annexure B – Investor Presentation

KEY RISKS

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Liquidity of property investments

The nature of investments in property assets may make it difficult to generate liquidity in the short term if there is a need to respond to changes in economic or other conditions.

Asset values

Asset values are affected by many factors including prevailing market conditions, risk appetite, volume of sales, the ability to procure tenants, contracted rental returns, operating, maintenance and refurbishment expenses and the funding environment. Asset value declines may increase gearing levels and their proximity to covenant limits.

Counterparty/Credit risk

A-REITs are exposed to the risk that third parties, such as tenants, developers, service providers and counterparties to other contracts may not be willing or able to perform their obligations.

Fixed nature of costs

Many costs associated with the ownership and management of property assets are fixed in nature. The value of assets may reduce if the income from the asset declines and these fixed costs remain unchanged. Capital expenditure

A-REITs are exposed to the risk of unforeseen capital expenditure requirements in order to maintain the quality of the buildings and tenants.

Insurance

A-REITs purchase insurance, customarily carried by property owners, managers, developers and construction entities, which provides a degree of protection for their assets, liabilities and people. Such policies include material damage of assets, contract works, business interruption, general and professional liability and workers compensation. There are however certain risks that are uninsurable (e.g. nuclear, chemical or biological incidents) or risks where the insurance coverage is reduced (e.g. cyclone, earthquake).

A-REITs also face risk associated with the financial strength of their insurers to meet indemnity obligations when called upon, which could reduce earnings.

Force majeure risk

There are some events that are beyond the control of A-REITs or any other party, including acts of God, fires, floods, earthquakes, wars, strikes and acts of terrorism. Some force majeure risks are effectively uninsurable, and if such events occur they may have materially adverse effects on the A-REIT.

Regulatory issues and changes in law

A-REITs are exposed to the risk that there may be changes in laws that negatively affect financial performance (such as by directly or indirectly reducing income or increasing costs).

Competition

A-REITs face competition from within the A-REIT sector, and also operate with the threat of new competition entering the market. The existence of such competition may have an adverse impact on an A-REIT’s ability to secure tenants for its properties at satisfactory rental rates and on a timely basis, or the pricing of construction projects or development opportunities, which in turn may negatively affect an A-REIT’s financial performance and returns to its investors.

13 JULY 2017

PAGE 29

KEY RISKS

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Environmental

A-REITs are exposed to a range of environmental risks, which may result in project delays or additional expenditure. In such situations, they may be required to undertake remedial works and potentially be exposed to third party liability claims and/or environmental liabilities such as penalties or fines.

Returns from investment

Returns from property investment assets largely depend on the rental income generated from the property and the expenses incurred in the operation of that property, including the management and maintenance of the property as well as the changes in the market value of the property. Factors that may reduce these returns include:

the overall conditions in the national and local economy, such as changes to growth in gross domestic product, employment, inflation and interest rates;
local real estate conditions, such as changes in the demand and supply for retail, office, industrial or hotel/tourism assets or rental space;
the perception of prospective tenants regarding attractiveness and convenience of assets;
the convenience and quality of properties;
changes in tenancy laws;
external factors including war, terrorist or force majeure events;
unforeseen capital expenditure;
supply of new properties and other investment assets; and
investor demand/liquidity in investments.

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13 JULY 2017

38 Retail Entitlement Offer

Annexure B – Investor Presentation

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13 JULY 2017 PAGE 31
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PAGE 31
9 Help Street, Chatswood, NSW
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OFFER JURISDICTIONS

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International Offer Restrictions This document does not constitute an offer of new securities ("New Securities") of Centuria in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Securities may not be offered or sold, in any country outside Australia except to the extent permitted below.

Hong Kong

WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").

The New Securities are not being offered to the public within New Zealand other than to existing securityholders of Centuria with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the FMC Act and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

Other than in the entitlement offer, the New Securities may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

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. The issuer is not authorised or recognised by the MAS and the New 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 New Securities may not be circulated or distributed, nor may the New 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 New 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.

13 JULY 2017

PAGE 32

Retail Entitlement Offer 39

Annexure B – Investor Presentation

DISCLAIMER

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This presentation has been prepared by Centuria Property Funds Limited (ABN 11 086 553 639) ( CPFL or Responsible Entity ) as responsible entity of Centuria Metropolitan REIT (ARSN 124 364 718) ( CMA or REIT ).

All information and statistics in this presentation are current as at 31 December 2016 unless otherwise specified. It contains selected summary information and does not purport to be all-inclusive, comprehensive or to contain all of the information that may be relevant, or which a prospective investor may require in evaluations for a possible investment in CMA. It should be read in conjunction with CMA’s periodic and continuous disclosure announcements which are available at www.centuria.com.au and with the ASX, which are available at www.asx.com.au. The recipient acknowledges that circumstances may change and that this presentation may become outdated as a result. This presentation and the information in it are subject to change without notice. CPFL is not obliged to update this presentation.

This presentation is provided for general information purposes only. It is not a product disclosure statement, pathfinder document or any other disclosure document for the purposes of the Corporations Act 2001 (Cth) and has not been, and is not required to be, lodged with the Australian Securities and Investments Commission. It should not be relied upon by the recipient in considering the merits of CMA or the acquisition of securities in CMA. Nothing in this presentation constitutes investment, legal, tax, accounting or other advice and it is not to be relied upon in substitution for the recipient's own exercise of independent judgment with regard to the operations, financial condition and prospects of CMA.

The information contained in this presentation does not constitute financial product advice nor any recommendation. Before making an investment decision, the recipient should consider its own financial situation, objectives and needs, and conduct its own independent investigation and assessment of the contents of this presentation, including obtaining investment, legal, tax, accounting and such other advice as it considers necessary or appropriate. This presentation has been prepared without taking account of any person's individual investment objectives, financial situation or particular needs. It is not an invitation or offer to buy or sell, or a solicitation to invest in or refrain from investing in, securities in CMA or any other investment product.

The information in this presentation has been obtained from and based on sources believed by CPFL to be reliable. Past performance is not an indication of future performance.

To the maximum extent permitted by law, CPFL, and its officers, directors, employees, advisers and its related bodies corporate, make no representation or warranty, express or implied, as to the accuracy, completeness, timeliness or reliability of the contents of this presentation. To the maximum extent permitted by law, CPFL, and its respective officers, directors, employees, advisers and its related bodies corporate do not accept any liability (including, without limitation, any liability arising from fault or negligence) for any loss whatsoever arising from the use of this presentation or its contents or otherwise arising in connection with it. This presentation may contain forward-looking statements, guidance, forecasts, estimates, prospects, projections or statements in relation to future matters (' Forward Statements '). Forward Statements can generally be identified by the use of forward looking words such as "anticipate", "estimates", "will", "should", "could", "may", "expects", "plans", "forecast", "target" or similar expressions. Forward Statements including indications, guidance or outlook on future revenues, distributions or financial position and performance or return or growth in underlying investments are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. No independent third party has reviewed the reasonableness of any such statements or assumptions. No member of CPFL represents or warrants that such Forward Statements will be achieved or will prove to be correct or gives any warranty, express or implied, as to the accuracy, completeness, likelihood of achievement or reasonableness of any Forward Statement contained in this presentation. Except as required by law or regulation, CPFL assumes no obligation to release updates or revisions to Forward Statements to reflect any changes. The recipient should note that this presentation may also contain pro-forma financial information. All dollar values are in Australian dollars ($ or A$) unless stated otherwise.

13 JULY 2017

PAGE 33

DISCLAIMER

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An investment in CMA units is subject to investment and other known and unknown risks, some of which are beyond the control of CPFL. CPFL does not guarantee any particular rate of return on the performance of CMA nor does it guarantee any particular tax treatment. Prospective investors should have regard to the risks outlined in Section 5 of this presentation when making their investment decision and should make their own enquiries and investigations regarding all information in this presentation, including the assumptions, uncertainties and contingencies which may affect future operations of CMA and the impact that different future outcomes may have on CMA.

The distribution of this presentation to persons or in jurisdictions outside Australia may be restricted by law and any person into whose possession this document comes should seek advice on and observe those restrictions. Any failure to comply with such restrictions may violate applicable securities law.

No party other than CPFL has authorised or caused the issue, submission, dispatch or provision of this presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this presentation. Neither the Underwriter nor any of CPFL's advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents (‘ CPFL Parties ’), have authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation that is based on any statement by any of them. None of the CPFL Parties take any responsibility for any information in this presentation or any action taken by you on the basis of such information. To the maximum extent permitted by law, the CPFL Parties:

exclude and disclaim all liability, including for negligence, or for any expenses, losses, damages or costs incurred by you as a result of your participation in the Placement and the information in this presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise; and
make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this Presentation.

PAGE 34

13 JULY 2017

40 Retail Entitlement Offer

Glossary

Defned Term
Acquisitions	Has the meaning given in the Investor Presentation
AEST	Australian Eastern Standard Time
Application Monies	Monies received from an applicant in respect of their Application
Application	An application for New Securities under the Retail Entitlement Offer
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited (ABN 98 008 624 691) and, where the context requires, the
	fnancial market that it operates (i.e., the Australian Securities Exchange)
ASX Announcement	The announcement released by CPFL to ASX on Thursday, 13 July 2017
	in relation to the Entitlement Offer and annexed as Annexure A to this
	Retail Offer Booklet
Bookbuild	A bookbuild process opened to invited Institutional Investors on
	Thursday, 13 July 2017, as described in Section 1.2
Corporations Act	Corporations Act 2001(Cth)
CPFL	Centuria Property Funds Limited (ABN 11 086 553 639)
Distributable Earnings	Net proft before tax (excluding transaction costs) adjusted for straight-lining of
	rental income, rent-free periods, gains or losses arising from movements in the
	fair value of investment properties, mark-to-market adjustment of derivatives,
	and other non-cash items and the amortisation of lease incentives
Distributable Earnings Yield	The percentage rate of return calculated by dividing the Distributable Earnings
	per Security by the Issue Price
Distribution	The amount of income of the REIT payable to Securityholders in accordance
	with the constitution of the REIT
Distribution Yield	The rate of return derived by dividing the Distribution per Security by the
	Issue Price
Early Retail Acceptance	Tuesday, 25 July 2017
Due Date
Early Retail Entitlement Offer	Thursday, 27 July 2017
Allotment Date

Retail Entitlement Offer 41

Glossary

	Eligible Institutional Securityholder An Institutional Securityholder which has been invited to participate in the Institutional Entitlement Offer Eligible Retail Securityholder A Securityholder on the Record Date who: •has a registered address in Australia or New Zealand; •is not in the United States or acting for the account or beneft of a person in the United States; •is not an Institutional Securityholder; and •is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer. Eligible Securityholder An Eligible Institutional Securityholder or an Eligible Retail Securityholder Entitlement The entitlement to 1 New Securities for every 6.4 Securities held on the Record Date by Eligible Securityholders Entitlement and Acceptance Form The Entitlement and Acceptance Form accompanying this Retail Offer Booklet which can be used to make an Application Entitlement Offer The offer of New Securities under the Institutional Entitlement Offer and the Retail Entitlement Offer Final Allotment Date Thursday, 10 August 2017 Final Retail Closing Date 5.00pm (AEST), Thursday, 3 August 2017 Ineligible Securityholder A Securityholder that is neither an Eligible Institutional Securityholder nor an Eligible Retail Securityholder Institutional Entitlement Offer The offer of New Securities to Eligible Institutional Securityholders and invited Institutional Investors, as described in Section 1.2 Institutional Investor A person: 1 in the case of a person with a registered address in Australia, who is an “exempt investor” as defned in ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84; or 2 if outside Australia, to whom offers for issue of Securities may lawfully be made without the need for a lodged product disclosure statement, prospectus or other disclosure document or other lodgement, registration, fling with or approval by a governmental agency (other than one with which CPFL is willing, in its absolute discretion, to comply) Institutional Securityholder A holder of Securities on the Record Date who is an Institutional Investor Investor Presentation The investor presentation dated Thursday, 13 July 2017 in relation to the Entitlement Offer and annexed as Annexure B to this Retail Offer Booklet. Issue Price The issue price per New Security, being $2.35 per New Security New Securities Securities offered under the Entitlement Offer

42 Retail Entitlement Offer

Glossary

Record Date	7.00pm (AEST) on Monday, 17 July 2017
Registry	Computershare Investor Services Pty Limited
REIT	Centuria Metropolitan REIT ARSN 124 364 718
Retail Entitlement Offer	The offer of New Securities to Eligible Retail Securityholders, as described in
	Section 1.3
Retail Offer Booklet	This booklet dated Wednesday, 19 July 2017, including the ASX Announcement
	and the Investor Presentation
Retail Offer Period	The period from the date the Retail Entitlement offer opens until the Final Retail
	Closing Date
Security	One unit in Centuria Metropolitan REIT ARSN 124 364 718
Securityholder	The registered holder of a Security
Underwriters	Either or both of Moelis Australia Advisory Pty Ltd (ABN 72 142 008 446) and
	UBS AG, Australia Branch (ABN 47 088 129 613)
Underwriting Agreement	The underwriting agreement between CPFL and the Underwriters dated
	13 July 2017, as described in Section 4.10
US Person	Has the meaning given under Regulation S in the US Securities Act of 1933
	as amended

Retail Entitlement Offer 43

Corporate Directory

Centuria Property Funds Limited (registered office)

Level 39, 100 Miller Street North Sydney NSW 2060

Centuria Metropolitan REIT Investor Relations Line +61 2 8923 8923

Open between 8.30am and 5.30pm (AEST) Monday to Friday during the Retail Offer Period (Wednesday, 19 July 2017 to Thursday, 3 August 2017)

Underwriters

Moelis Australia Advisory Pty Ltd Level 27, Governor Phillip Tower, 1 Farrer Place Sydney NSW 2000

UBS AG, Australia Branch Level 16, Chifley Tower, 2 Chifley Square Sydney NSW 2000

Legal Adviser

HWL Ebsworth Lawyers Level 14, Australia Square, 264-278 George Street Sydney NSW 2000

Registry

Computershare Investor Services Pty Limited Yarra Falls, 452 Johnson Street Abbotsford Vic 3067

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Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 and Centuria Capital Fund ARSN 613 856 358

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AI assistant

CENTURIA OFFICE REIT — Capital/Financing Update 2017

64683_rns_2017-07-13_22f12ea7-0b03-41db-bbd4-ff572bcc4ed2.pdf

RETAIL ENTITLEMENT OFFER

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Contents

Important Notice

Not investment advice

Forward-looking statements

Financial information

Times and dates

Chairman’s Letter

Centuria Metropolitan REIT – Retail Entitlement Offer

Dear Securityholder,

Equity Raising

Use of proceeds

Transaction rationale

Retail Entitlement Offer

Centuria commitment to the Entitlement Offer

Conclusion

What Should You Do?

What Should You Do?

5. Questions

Section 1 Overview of the Offer

1.1 Overview

1.2 Institutional Placement, Institutional Entitlement Offer and Bookbuild

1.3 Retail Entitlement Offer

1.4 Ranking of New Securities

1.5 Reconciliation and fractional entitlements

1.7 Holding Statements

1.8 Withdrawal of the Entitlement Offer

1.6 Quotation and trading

Section 2 Section 1 How to Apply – Eligible Overview of the Offer Retail Securityholders

2.1 Choices available to Eligible Retail Securityholders

2.2 Take up all, or part, of your Entitlement

2.2.1 Payment via BPAY[®]

2.2.2 Submit your completed Entitlement and Acceptance Form together with cheque, bank draft or money order for all Application Monies

Postal Address

Refund of Application Monies

2.3 If you take no action all of your Entitlement will lapse

2.4 Implications of making an Application

2.5 Enquiries

Section 1 3 TaxationOverview of the Offer

3.1 General

3.2 Issue of Entitlements

3.3 Acquiring New Securities

3.4 Distributions on New Securities

3.5 Disposal of New Securities

3.6 Entitlements not taken up

3.7 Tax file number

3.8 Other Australian taxes

Section 4 Section 1 Important Information Overview of the Offer for Securityholders

4.1 Retail Offer Booklet availability

4.2 Continuous disclosure requirements

4.3 Retail Offer Booklet does not constitute investment advice

4.4 Risk factors

4.5 No authorisation beyond information contained within this Retail Offer Booklet

4.6 No cooling-off rights

4.7 Forward-looking statements

4.8 Past performance

4.9 Offer jurisdictions – restrictions and limitations

4.10 Underwriting arrangements and fees

4.11 Governing law

ELIGIBLE RETAIL SECURITYHOLDER DECLARATIONS

Annexure A – ASX Announcements

Centuria Property Funds Limited CENTURIA METROPOLITAN REIT

Sydney, 13 July 2017

Overview of the Acquisitions

Equity Raising

Financial Impact

Equity Raising commitments

Market update

Additional information

- Ends -

For further information, please contact:

Nicholas Blake

Trust Manager

Shalome Ruiter

Investor Relations Manager

About Us

CENTURIA OFFICE REIT Capital/Financing Update 2017