CENTURIA OFFICE REIT — Capital/Financing Update 2017

Jul 12, 2017

Appendix 3B

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

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

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

Name of entity

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

ABN

CPFL - ABN 11 086 553 639

We (the entity) give ASX the following information.

Part 1 - All issues

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

⁺Class of ⁺securities issued or to | $\mathbf{r}$ be issued

Fully paid ordinary units in CMA

Number of ⁺securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued

CPFL as responsible entity of CMA proposes to issue approximately 27,850,208 new CMA units (New Units) pursuant to the terms of the pro-rata non-renounceable entitlement offer announced to ASX on 13 July 2017 (Entitlement Offer).

CPFL as responsible entity of CMA also proposes to issue approximately 10,638,298 new CMA units (New Units) as part of a Placement announced to ASX on 13 July 2017.

3	Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid *securities. the amount outstanding and due dates for if payment; +convertible securities, the conversion price and dates for conversion)	The New Units will be issued on the same terms as existing CMA units on issue.
4	Do the + securities rank equally in all respects from the *issue date with an existing + class of quoted +securities? If the additional + securities do not rank equally, please state: the date from which they do the extent to which they ۰ for the participate next dividend, (in the case of a distribution) trust, or interest payment the extent to which they do ۰ not rank equally, other than relation to the next in - dividend, distribution or interest payment	Yes. The New Units will rank equally in all respects from the issue date with the existing CMA units on issue.
5	Issue price or consideration	\$2.35 per New Unit
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The proceeds of the Placement and Entitlement Offer will be used to partially fund the acquisition of the following three properties: 1. Hatch Building, Sterling Street, Perth WA 42-46 Colin Street, West Perth, WA 2. Target Head Office, Williams $\overline{3}$ . Landing, VIC Please refer to the ASX announcement on Thursday, 13 July 2017 for further details.
6a	Is the entity an + eligible entity has obtained that security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i	No

$\bar{\beta}$

$\hat{\mathcal{A}}$

$\ddot{\phantom{0}}$

$\ddot{\phantom{a}}$

⁺ See chapter 19 for defined terms.

• $6_b$ The date the security holder resolution under rule 7.1A was passed
• Number of ⁺securities issued 6c $N/A$ without security holder approval under rule 7.1
• 6d Number of ⁺securities issued with security holder approval under rule 7.1A
• 6e Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• $6f$ Number of ⁺securities issued under an exception in rule 7.2
• If +securities issued under rule 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the *issue date and both values. Include the source of the VWAP calculation.
• $6_h$ If ⁺securities were issued under rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining | issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• ⁺Issue dates $\overline{7}$

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

Cross reference: item 33 of Appendix 3B.

$N/A$

$N/A$

$N/A$

$N/A$

Thursday, 27 July 2017 is the proposed issue date for New Units issued under the Institutional Placement, Institutional Entitlement Offer and Retail Entitlement Offer for applications received by the Early Retail Acceptance Due Date.

Thursday, 10 August 2017 is the proposed issue date for remaining New Units issued under the Retail Entitlement Offer.

$N/A$

$N/A$

$N/A$

	Number	+ Class
Number and + class of all 8 *securities quoted on ASX (including the + securities in section 2 if applicable)	Currently on issue - 178, 241, 336 Approximate number to be issued under Entitlement Offer - 27,850,208 Approximate number to be issued under Placement - 10,638,298	Fully paid ordinary units in CMA

Number and ⁺class of all $\overline{9}$ ⁺securities not quoted on ASX (including the securities in section 2 if applicable)

Number	+ Class
Nil	Nil

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

The existing CMA distribution policy applies to all New Units to be issued.

Part 2 - Pro rata issue

11	holder approval security Is required?	N 0
12	Is the issue renounceable or non- Non-renounceable renounceable?
13	Ratio in which the + securities will be offered	For the Entitlement Offer, 1 New Unit will be issued for every 6.4 units held in CMA by existing eligible CMA unitholders on the Record Date.
14	+ Class of + securities to which the offer relates	Fully paid ordinary CMA units.
15	determine + Record date to. entitlements	Entitlement Offer Record Date - 7:00pm, Monday, 17 July 2017

⁺ See chapter 19 for defined terms.

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	Fractional entitlements will be rounded to the next higher whole number of New Units.
18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	For the retail of component the Entitlement Offer, all jurisdictions other than Australia and New Zealand. For the institutional component of the Entitlement Offer and Placement, all jurisdictions other than Australia, New Zealand, Singapore and Hong Kong.
19	Closing date for receipt of acceptances or renunciations	Thursday, 4:00pm, 13 July $2017$ for Institutional Placement and Institutional Entitlement Offer 5:00pm, Tuesday, 25 July 2017 for Early Retail Acceptance Due Date 5:00pm, Thursday, 3 August 2017 for Retail Entitlement Offer Closing Date
20	Names of any underwriters	Moelis Australia Advisory Pty Ltd ABN 72 142 008 446 and UBS AG, Australia Branch ABN 47 088 129 613
21	Amount of any underwriting fee or commission	Settlement On the. First Date management fee of 1% of the Institutional Offer Proceeds plus the Early Retail proceeds; and an underwriting fee of 2% of the Institutional Offer Proceeds (other than in respect of applications by companies in the Centuria Capital Group) plus the Early Retail Proceeds. On the Second Settlement Date management fee of 1% of the Retail Proceeds; and an underwriting fee of 2% of the Retail Proceeds. CPFL is also to pay or reimburse the underwriters for the reasonably and properly incurred costs of the underwriters in relation to the offer of New Units.

$\sim$ $\sim$

22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances behalf of renunciations on Or security holders	N/A
25	If the issue is contingent on security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	product disclosure No prospectus or statement is being prepared. A Retail Entitlement Offer Booklet and Entitlement and Acceptance Form will be sent to eligible CMA retail securityholders on or around Wednesday, 19 July 2017.
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if $N/A$ applicable)
29	Date rights trading will end $(if \mid N/A)$ applicable)
30	How do security holders sell their entitlements in full through a broker?	N/A
31	How do security holders sell part of their entitlements through a broker and accept for the balance?	N/A
32	How do security holders dispose of $\mid N/A \rangle$ their entitlements (except by sale through a broker)?
33	+ Issue date	Thursday, 27 July 2017 is the proposed issue date for New Units issued under the

⁺ See chapter 19 for defined terms.

Institutional Placement, Institutional Entitlement Offer and Retail Entitlement Offer for applications received by the Early Retail Acceptance Due Date.

Thursday, 10 August 2017 is the proposed issue date for remaining New Units issued under the Retail Entitlement Offer.

Part 3 - Quotation of securities

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

• Type of ⁺securities $34$ (tick one)
• $(a)$ Securities described in Part 1+
• $(b)$

37

All other ⁺securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• If the 'securities are 'equity securities, the names of the 20 largest holders of the 35 additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders
• If the 'securities are 'equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000
• 10,001 100,000 100,001 and over

A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

quotation is sought

Number of ⁺securities for which $38$ $N/A$ ⁺quotation is sought ⁺Class of ⁺securities for which $N/A$ 39

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

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

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

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

Number and ⁺class of all $4²$ quoted ⁺securities on ASX (including the ⁺securities in clause $38)$

Number	+ Class
N/A	N/A

• See chapter 19 for defined terms.

04/03/2013

Quotation agreement

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

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

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

Sign here:

(Director/Company secretary)

Date: $\frac{3}{7}$ 17

Print name:

$JAMSS$ $1001E$

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⁺ See chapter 19 for defined terms.