CENTURIA OFFICE REIT — Capital/Financing Update 2017

Jun 28, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Centuria Metropolitan REIT (CMA) ARSN 124 364 718

ABN

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 be issued ¹Fully paid ordinary CMA units

• Number of ⁺ securities issued or to be issued (if known) or maximum number which may be issued ²58,833,572 CMA units
• 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 payment; if "•"convertible securities, the conversion price and dates for conversion) 3

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

⁺See chapter 19 for defined terms.

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	Yes. The new CMA units will rank equally in aii respects from the issue date with the existing CMA units on issue,
	not rank equally, please state: the date from which they do • the extent to which they • participate for the next dividend, (in the case of a distribution) trust, or interest payment the extent to which they do • not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	On the implementation date of the Merger Proposal, eligible CUA unitholders will receive: O.88 new CMA units for every 1 • CUA unit held (scrip consideration); plus \$0.23 cash consideration for every 1 • CUA unit held.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The issue of new CMA units to the holders of ordinary units in Centuria Urban REIT (CUA) ARSN 106 453 196 partial as consideration for the transfer by the CUA unitholders of all of their ordinary units on issue in CUA to Centuria Property Funds Limited ACN 086 553 639 (CPFL) as responsible entity of CMA, pursuant to the proposal to merge CMA and CUA in a "NTA-for-NTA" merger of equals transaction (Merger Proposal) by of trust way a scheme (Trust Scheme), which was approved by the CUA unitholders at a meeting held on 14 June 2017. Please refer to the explanatory memorandum and notice of meeting in connection with the Merger Proposal dated 12 May 2017 and published the ASX market announcements on platform for further information.

⁺See chapter 19 for defined terms.

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

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

• The date the security holder resolution under rule 7.1A was passed 6b N/A
• 6c Number of ⁺ securities issued without security holder approval under rule 7.1
• 6d Number of ⁺ securities issued with security holder approval under rule 7.1A
• Number of ⁺ securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6e N/A
• 6f Number of ⁺ securities issued under an exception in rule 7.2

All of the new CMA units to be issued in accordance with the Trust Scheme will be issued pursuant to a waiver from Listing Rule 7.1 that has been granted by the ASX. In addition, CUA unitholder approval for the acquisition of units in CUA by CPFL as responsible entity of CMA was obtained for the purposes of item 7 of section 611 of the Corporations Act.

If """securities issued under rule 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. ⁶g N/A

No

N/A

N/A

⁺See chapter 19 for defined terms.

• 6h If "^securities were issued under rule 7.1A for non-cash consideration, state date on which valuation consideration was released to ASX Market Announcements of
• Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements 6i N/A
• +

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.

⁷Issue dates Proposed 29 June ²⁰¹⁷

N/A

		Number	Class
8	Number and +class of all "•securities quoted ASX on (including the + securities in section 2 if applicable)	178,241,336	Fully paid ordinary units in CMA

⁺See chapter 19 for defined terms.

• Number +Class Number and +class of all Securities not quoted on ASX (including the Securities in section 2 if applicable) 9 58,833.572 Fully paid ordinary CMA units
• increased capital (interests) 10

Dividend policy (in the case of a The existing CMA distribution policy applies trust, distribution policy) on the to all new CMA units to be issued,

Part 2 - Pro rata issue

security holder N/A Is approval required?
Is the issue renounceable or non N/A renounceable?
Ratio in which the Securities N/A will be offered
+Class of Securities to which the N/A offer relates
to +Record date determine N/A entitlements
on holdings different N/A Will registers subregisters) be (or aggregated calculating for entitlements?
Policy for deciding entitlements N/A in relation to fractions
Names of countries in which the N/A 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.

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

19	Closing date for receipt of acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
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 handling fee any payable to brokers who lodge acceptances or renunciations on behalf of 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	N/A
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date which on notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do security holders sell their entitlements in full through a broker?	N/A
1 3	How do security holders sell part of their entitlements through a	N/A

⁺See chapter 19 for defined terms.

	broker balance?	and	accept	for	the
--	--------------------	-----	--------	-----	-----	--

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

N/A

33 ⁺ Issue date N/A

N/A

Part 3 - Quotation of securities

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

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

35

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

36 I | If the ⁺ securities are ⁺equity securities, a distribution schedule of the additional ' ' """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

j | A copy of any trust deed fo r the additional "'"securities 37

⁺See chapter 19 for defined terms.

Entities that have	ticked	box 34(b)
--------------------------	--------	--------------

• 38 Number of Securities for which quotation is sought N/A ⁺Class of ⁺ securities for which quotation is sought 39 N/A Do the ⁺ securities rank equally in all respects from the ⁺ issue date with an existing ⁺class of quoted Securities? 40 N/A If the additional Securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of ^a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution payment or interest 41 Reason for request for quotation now N/A 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 Mass of all Securities quoted on ASX (including the Securities in clause 42 N/A 38)

Number	Class

⁺See chapter 19 for defined terms.

Quotation agreement

• ⁺Quotation of our additional ⁺ securities is in ASX's absolute discretion. ASX may quote the """securities on any conditions it decides.
• We warrant the following to ASX.
• The issue of the ⁺ securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those ⁺ securities should not be granted ⁺quotation.
• An offer of the Securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section ioi2C(6) of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any ⁺ securities to be quoted and that no-one has any right to return any ⁺ securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the ⁺ securities be quoted.
• If we are a trust, we warrant that no person has the right to return the + securities to be quoted under section 1019B of the Corporations Act at the time that we request that the ⁺ securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 3
• We give ASX the information and documents required by this form. If any 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. 4

T Sign here: Date:

(Bireefcerr/Company secretary)

•vAM£\$ Print name:

⁺ See chapter 19 for defined terms.