CENTURIA OFFICE REIT — Capital/Financing Update 2019

Dec 9, 2019

Centuria Metropolitan REIT

Acquisition and Equity Raising

ASX:CMA 10 December 2019

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NewActon Nishi Building, 2 Phillip Law Street, Canberra

Not for release to US wire services or distribution in the United States

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Agenda

1. Executive Summary

2. The Acquisition

3. CMA Post Acquisition

4. Equity Raising

C E N T U R I A M E T R O P O L I T A N R E I T A S X : C M A 2 NewActon Nishi Building, 2 Phillip Law Street, Canberra

EXECUTIVE SUMMARY

Transaction overview

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Acquisition

• Centuria Property Funds Limited ( CPFL ), as Responsible Entity of Centuria Metropolitan REIT ( CMA ), has entered into an agreement to acquire a high quality A-grade commercial office property in Canberra (the Acquisition ) for a purchase price of $256 million (excluding costs)

Property	State	Interest	Purchaseprice	Cap rate	NLA(sqm)	**WALE(yrs)1 **	Occupancy2
NewActon Nishi Building, Canberra	ACT	100%	$256m	5.1%	27,411	7.9	99.5%

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• To partially fund the Acquisition, CMA is undertaking a fully underwritten institutional placement to raise $185 million at an issue price of $3.00 per unit (the Placement )

Equity raising

• CMA is also undertaking a non-underwritten unit purchase plan ( UPP ) to eligible unitholders in Australia and New Zealand to raise up to $10 million[3 ]

• • CMA has independently revalued 8 of its existing 22 properties as at 31 December 2019, resulting in a gross increase of $30.8

• Valuation million[4] , or 3.4% on prior valuations, due to positive leasing outcomes and some capitalisation rate compression

• update •

• Weighted average capitalisation rate has firmed 19 bps to 5.69% across the 8 properties independently valued

• Including the impact of the Acquisition and Placement, CMA reaffirms FY20 guidance previously provided:

  • Funds from operations ( FFO ) of 19.0 cents per unit ( cpu ), reflecting a 6.3% yield on the issue price

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Financial impact

  - Distribution of 17.8 cpu, reflecting a 5.9% yield on the issue price

• Pro forma gearing is forecast to be 34.8%[5 ]

• Pro forma NTA per unit is forecast to increase by 6 cpu to $2.57[5 ]

• CMA is no longer actively marketing the sale of 483-517 Kingsford Smith Drive, Hamilton, QLD due to the reduced geographic weighting towards QLD following the Acquisition

• By gross income

• By area

• CMA may (in its absolute discretion) in a situation where total demand exceeds $10 million, decide to increase the amount to be raised under the UPP to reduce or eliminate the need for scaleback. CMA reserves the right to scale back applications under the UPP at its discretion.

• Includes capital expenditure incurred of $8.7 million

• Pro forma as at 30 June 2019, including the impact of the Acquisition, Placement and independent revaluation of 8 existing assets as at 31 December 2019. Refer to Appendix A for further detail

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EXECUTIVE SUMMARY

Strategic rationale

1

High quality, recently developed property

Centrally located in vibrant NewActon, a growing precinct of the Canberra market

Nishi Building was completed in 2012 and lowers CMA's average portfolio age from 16.4 years to 15.2 years

Nishi Building has been recognised with several industry awards, including ‘Best International Project of the Year’ by the Building Awards in London

2 Strengthens the quality of CMA's income stream

Federal Government tenants comprise 54% of Acquisition income , increasing the portion of CMA's income from Government tenants from 21% to 25%[1]

Acquisition WALE of 7.9 years , improving CMA's portfolio WALE from 4.8 years to 5.1 years[1]

Acquisition underpinned by structured rental growth with fixed rental reviews averaging 3.34% p.a.[1 ]

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3

Enhances CMA's scale and diversification

Continues to position CMA as Australia's largest pure play office REIT with a $2.1 billion portfolio of quality office assets

Geographic reweighting of the portfolio, increasing exposure to ACT from 5% to 16% which is the 4[th] largest office market in Australia

Enhances CMA’s scale and liquidity , improving the potential for S&P/ASX 200 Index inclusion

1. By gross income

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THE ACQUISITION

NewActon Nishi Building, 2 Phillip Law Street, Canberra ACT

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Ownership	100%
Purchase price	$256m
Capitalisation rate	5.1%
Occupancy (by area)	99.5%
WALE1 NLA	7.9 years 27,411 sqm
NABERs rating	5.5 Star NABERs Energy

Key characteristics

• Comprises 27,411 sqm of NLA comprising 10 levels of A-Grade office, two podium levels occupied by an award-winning 85 room hotel, a ground level cinema and retail suite, and basement level parking for 283 cars

• Award winning asset completed in 2012, featuring an efficient side core floor plate averaging 1,900 sqm

• Located in NewActon precinct in the Canberra CBD

• 54% leased to Commonwealth Government with the remaining tenants blue-chip national corporates

Lease expiry profile[1]

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87.7%
0.3% 0.1% 7.1% 4.7%
Vacant 2020 2021 2022 2023 2024+
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Major tenants

Tenant	NLA (sqm)	Gross income ($m)	% of income	Lease expiry
Federal Government (Aust)2	14,217	8.8	54%	Dec-27
Ovolo Hotels	4,726	1.9	11%	Feb-33
Clayton Utz	1,961	1.3	8%	Jun-28
Palace Cinema	2,308	1.0	6%	Jan-28

1. By income

2. Includes Department of Communications and the Arts and Australian Competition and Consumer Commission

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THE ACQUISITION

NewActon Nishi Building, 2 Phillip Law Street, Canberra ACT (cont'd)

Overview of the Canberra office market

• ACT has the second strongest rate of growth in Australia with State Final Demand growing by 2.7% over the 2018-2019 Financial year[1 ]

• The Canberra office market has a stable demand profile, highlighted by the 36 periods of positive absorption recorded by JLL research since 1979[2] , the most of any CBD office market

• A-Grade vacancy is trending downwards, with current A-grade vacancy at 6%

• Record infrastructure investment by the ACT Government, with $3 billion committed towards infrastructure investment over the next 4 years[1]

• Continued enhancement of NewActon amenity with gentrified food and beverage offerings, and two proposed tram stops increasing transport infrastructure

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B
A
3km
C
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NewActon Nishi Building
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Canberra CBD

Australian National University Parliament House

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1. Source: ABS 2. Source: JLL Research

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CMA POST ACQUISITIONS

Enhanced portfolio metrics

Portfolio snapshot	Pre-Acquisition1	Post-Acquisition
Number of assets	22	23
Portfolio value	$1,801m	$2,057m
Weighted average capitalisation rate	6.1%	5.9%
NLA2	276,414 sqm	303,825 sqm
Occupancy3	99.1%	99.2%
WALE4	4.8 years	5.1 years
Average NABERS Energy rating5	4.6 Stars	4.7 Stars
Average building age5	16.4 years	15.2 years

1. Includes independent revaluation of 8 existing assets as at 31 December 2019 2. 100% of NLA

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Geographic diversification[5]

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Pre-Acquisitions [1] Post-Acquisitions [1]
3% 5% NSW
15% 29% 3% 16% 26% QLD VIC
WA
14%
SA
20% 24% ACT
28% 17%
Lease expiry profile [4]
Pre-Acquisition
58.6%
Post-Acquisition 55.3%
20.7% 19.1%
13.3% 12.0%
4.6% 4.2% 5.1% 5.3%
0.8% 0.8%
Vacant FY20 FY21 FY22 FY23 FY24+
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1. By area

2. By gross income 5. By portfolio value

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CMA POST ACQUISITIONS

Improved tenant quality

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Tenant mix[1]

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Pre-Acquisitions Post-Acquisitions [1]
15% 14% ASX Listed
27% 24% Government
9% 10% Listed Multinational
Multinational
National
16% 15%
21% 25% Other
12% 11%
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Top 10 tenants[1]

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Pre-Acquisitions Post-Acquisitions
Federal Government (Aust) 8.6% Federal Government (Aust) 13.5% [2 ]
State Government (WA) 5.1% State Government (WA) 4.6%
Infosys Technologies 4.9% Infosys Technologies 4.4%
Laing O'Rourke 4.1% Laing O'Rourke 3.7%
Insurance Australia 3.3% Insurance Australia 3.0%
Target Australia 3.3% Target Australia 2.9%
Foxtel 3.3% Foxtel 2.9%
Ericsson Australia 3.2% Ericsson Australia 2.8%
State Government (QLD) 3.0% State Government (QLD) 2.7%
Seven Network 3.0% Seven Network 2.7%
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1. By gross income

2. Federal Government tenants include multiple Federal government agencies and departments

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EQUITY RAISING

Sources and uses of proceeds

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Sources of proceeds	$m
Placement proceeds	185.0
Drawn debt	90.0
Total sources	275.0

• The Acquisition and associated transaction costs will be funded by a $185 million Placement and $90 million of debt

• Existing debt facilities will be increased by $100 million, taking CMA's total debt facility limit to $805 million

• Any proceeds raised under the non-underwritten UPP to raise up to $10 million will be used to reduce debt

Uses of proceeds	$m
Acquisition	255.8
Stamp duty	13.2
Other transaction costs	6.0
Total uses	275.0

• Pro forma gearing is forecast to be 34.8%[1 ]

• Pro forma as at 30 June 2019, including the impact of the Acquisition, Placement and independent revaluation of 8 existing assets as at 31 December 2019. Refer to Appendix A for further detail

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EQUITY RAISING

Equity raising details

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• Equity raising • Fully underwritten institutional placement to raise $185 million structure • Non-underwritten unit purchase plan to eligible unitholders in Australia and New Zealand to raise up to $10 million[1 ]

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Pricing

• Issue price under the Placement of $3.00 per unit, representing a: − 4.8% discount to the last close price of $3.15 on 9 December 2019

• 4.7% discount to the 5 day VWAP of $3.147 on 9 December 2019

• 6.3% FY20 forecast FFO yield[2 ]

• 5.9% FY20 forecast distribution yield[3 ]

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• New units issued under the Placement will rank equally with existing CMA units from the date of issue, and will be entitled to

• Ranking the distribution for the quarter ending 31 December 2019 of 4.45 cpu

• Underwriting • The Placement is fully underwritten • Eligible unitholders in Australia and New Zealand will be invited to subscribe for up to $30,000 in additional units at $2.9555 per unit (being the issue price under the Placement adjusted for the 31 December 2019 distribution of 4.45 cpu), free of any brokerage or transaction costs

• Unit Purchase Plan • The UPP is expected to raise up to $10 million[1] and will not be underwritten

  • New units issued under the UPP will rank equally with existing units from the date of issue, however as they are issued after the record date, new units will not be entitled to the distribution for the quarter ending 31 December 2019

• CMA may (in its absolute discretion) in a situation where total demand exceeds $10 million, decide to increase the amount to be raised under the UPP to reduce or eliminate the need for scaleback. CMA reserves the right to scale back applications under the UPP at its discretion

• Based on FY20 FFO guidance of 19.0 cpu

• Based on FY20 DPS guidance of 17.8 cpu

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EQUITY RAISING

Indicative timetable

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Key event	**Date1 **
Record date for UPP	Monday, 9 December 2019
Trading halt and announcement of the Acquisition and Equity Raising	Tuesday, 10 December 2019
Placement bookbuild	Tuesday, 10 December 2019
Trading halt lifted	Wednesday, 11 December 2019
Settlement of units issued under the Placement	Friday, 13 December 2019
Allotment and ASX quotation of units issued under the Placement	Monday, 16 December 2019
UPP opens	Monday, 16 December 2019
Distribution record date	Tuesday, 31 December 2019
UPP closes	Tuesday, 14 January 2020
Allotment of units issued under the UPP	Tuesday, 21 January 2020
Normal trading of units issued under the UPP	Wednesday, 22 January 2020

1. All dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates refer to Sydney time. Any changes to the timetable will be posted on CMA’s website at www.centuria.com.au

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A S X : C M A

CENTURIA METROPOLITAN REIT

Australia's largest pure play office REIT

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$2.1bn
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23
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99.2%
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Portfolio value
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Occupancy[1 ]

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High quality assets
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$2.57 $1.61bn
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15.2
years
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Market capitalisation[3 ]

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Average building age
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Pro forma NTA

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5.1
years
Portfolio WALE [2 ]
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6.3%
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FY20 FFO yield [4 ]
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1. By area

2. By gross income

3. Calculation based on CMA’s market capitalisation of $1,422 million on 9 December 2019 adjusted for the Placement of $185 million 4. Based on FY20 FFO guidance of 19.0 cpu and the issue price of $3.00

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APPENDIX A

Pro forma balance sheet

C E N T U R I A M E T R O P O L I T A N R E I T A S X : C M A 1 3 Photo: 8 Central Avenue, Eveleigh NSW NewActon Nishi Building, 2 Phillip Law Street, Canberra

Pro forma balance sheet

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$m	Pro forma 30 June 2019 (pre)1	Revaluations and capex2	Placement and Acquisition	Pro forma 30 June 2019 (post)
Assets
Cash 17.5 17.5
Investment properties3 1,780.5 30.8 255.8 2,067.1
Goodwill 6.4 6.4
Other assets 5.5 5.5
Total assets 1,809.9 30.8 255.8 2,096.5
Liabilities
Interest bearing liabilities4 639.3 8.7 89.6 737.6
Derivative liabilities 1.8 1.8
Other liabilities 30.5 30.5
Total liabilities 671.6 8.7 89.6 769.9
Net assets 1,138.3 22.1 166.2 1,326.6
Net tangible assets 1,131.9 22.1 166.2 1,320.2
Units on issue 451.6 61.7 513.2
Net tangible assets per unit ($) 2.51 2.57
Gearing5 34.9% 34.8%

1. Per pro forma balance sheet reported in Appendix A of the equity raising investor presentation released to the ASX on 18 September 2019 2. Reflects gross revaluation gain of $30.8 million and capital expenditure incurred of $8.7 million

2. Includes 483-517 Kingsford Smith Drive, Hamilton, QLD which was previously classified as an investment property held for sale

3. Drawn debt net of unamortised borrowing costs

4. Gearing is defined as interest bearing liabilities less cash divided by total assets less cash and goodwill

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APPENDIX B

Key risks

C E N T U R I A M E T R O P O L I T A N R E I T A S X : C M A NewActon Nishi Building (Ovolo Hotel)

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Key risks

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Acquisition risks

The Acquisition is subject to a number of completion conditions. If one or more of the completion conditions are not satisfied or waived, the Acquisition will not proceed.

Additionally, there is no guarantee that CMA will be able to complete all current or future acquisitions. To the extent that the Acquisition or any future acquisitions are not successfully integrated with CMA's existing business, the financial performance of CMA could be materially adversely affected.

There is also a risk that CMA will be unable to identify future acquisition opportunities that meet its investment objectives, or if such acquisitions are identified, that they can be acquired on appropriate terms, thereby potentially limiting the growth of CMA and its funds management business. Any failure to identify appropriate assets or successfully acquire such assets could materially adversely effect the growth prospects and financial performance of CMA. While it is CMA's policy to conduct a thorough due diligence process in relation to any such acquisition, risks remain that are inherent in such acquisitions.

Underwriting risk

CPFL as responsible entity of CMA has entered into an underwriting agreement with the Underwriters for the Placement (Underwriting Agreement). The Underwriters’ obligation to underwrite the Placement is subject to customary terms and conditions, including termination rights for the Underwriters in specific circumstances.

If the Underwriters are entitled to, and do, terminate the Underwriting Agreement and CMA is not otherwise able to raise the full $185 million equity capital required, it would not be able to complete the Acquisition, which would be likely to materially and adversely affect CMA’s financial position and the market price for CMA units.

Capital expenditure risk

CMA is responsible for capital repairs at its properties (including at its properties where it has a leasehold interest). CMA may incur capital expenditure costs for unforeseen structural problems arising from a defect in a property or alterations required due to changes in statutory and compliance requirements (such as changes to environmental, building or safety regulations and standards). Over time, capital expenditure will be required to maintain the properties, and also to improve the properties or to install market-standard equipment, technologies and systems to retain and attract tenants. There is a risk that this capital expenditure could exceed the expenditure forecasted which may result in increased funding costs, lower distributions and property valuation write-downs.

The facades of certain properties within CMA's portfolio contain an element of aluminium composite panelling (ACP). CMA has engaged external consultants to review the level of fire risk and the proposed cost for remediation works to reduce the level of fire risk which has been included in the capital expenditure budgets. There is a risk that changes in building and safety regulations and standards could result in additional capital expenditure in relation to the panelling.

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Key risks (cont’d)

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General economic conditions

CMA’s financial performance, and the market price of CMA units, 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.

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 units.

Occupational health and safety

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

Failure to comply with the necessary occupational health and safety 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 units and the future distributions made to CMA unitholders 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 units.

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

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Key risks (cont’d)

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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 CMA will largely depend on its 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.

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

CMA is 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.

Insurance

CMA purchases insurance, customarily carried by property owners, managers, developers and construction entities, which provides a degree of protection for its 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).

CMA also faces risk associated with the financial strength of its 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 CMA 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 CMA.

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A S X : C M A

Key risks (cont’d)

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Regulatory issues and changes in law

CMA is 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

CMA faces competition from within the A-REIT sector, and also operates with the threat of new competition entering the market. The existence of such competition may have an adverse impact on CMA'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 CMA's financial performance and returns to its investors.

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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APPENDIX C

International offer restrictions

C E N T U R I A M E T R O P O L I T A N R E I T A S X : C M A 2 0 NewActon Nishi Building, 2 Phillip Law Street, Canberra

International offer restrictions

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This document does not constitute an offer of units of CMA ( New Units ) in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Units may not be offered or sold, in any country outside Australia except to the extent permitted below.

Canada (British Columbia, Ontario and Quebec provinces)

This document constitutes an offering of New Units only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such New Units. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of units in the Provinces. This document may only be distributed in the Provinces to persons that are "accredited investors" within the meaning of NI 45-106 – Prospectus Exemptions, of the Canadian Securities Administrators.

No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Units or the offering of New Units and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Units or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Units in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements. These resale restrictions may in some circumstances apply to resales of the New Units outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Units.

CMA as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon CMA or its directors or officers. All or a substantial portion of the assets of CMA and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against CMA or such persons in Canada or to enforce a judgment obtained in Canadian courts against CMA or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.

Statutory rights of action for damages and rescission

Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.

The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Units purchased pursuant to this document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against CMA if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against CMA. This right of action for rescission or damages is in addition to and without derogation from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the New Units during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against CMA, provided that (a) CMA will not be liable if it proves that the purchaser purchased the New Units with knowledge of the misrepresentation; (b) in an action for damages, CMA is not liable for all or any portion of the damages that CMA proves does not represent the depreciation in value of the New Units as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the New Units were offered.

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International offer restrictions (cont’d)

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Canada (British Columbia, Ontario and Quebec provinces) cont'd

Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have.

Certain Canadian income tax considerations . Prospective purchasers of the New Units should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Units as any discussion of taxation related matters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces.

Language of documents in Canada . Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Units (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

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 Units 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 Units 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 Units 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 (New Zealand) (the "FMC Act"). The New Units are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than 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.

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International offer restrictions (cont’d)

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Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. CMA is not a collective investment scheme authorised under Section 286 of the SFA or recognised by the MAS under Section 287 of the SFA and the New Units 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 Units may not be circulated or distributed, nor may the New Units 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 Units 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.

Switzerland

The New Units may not be distributed in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Units may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the New Units have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Units will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA), and the offer of New Units has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of New Units. This document is personal to the recipient only and not for general circulation in Switzerland.

United States

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Units have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

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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 ) in relation to:

• a placement of new fully paid ordinary units in CMA ( New Units ) to "wholesale clients" or "sophisticated clients" within the meaning of sections 761G or 761GA of the Corporations Act 2001 (Cth) ( Corporations Act )) ( Placement ); and

• an offer of New Units under a non-underwritten unit purchase plan made to eligible unitholders of CMA ( UPP ),

to be made under section 1012DA of the Corporations Act, as amended or modified by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (together, the Offer ).

All information and statistics in this presentation are current as at the date of this presentation 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 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 units 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. This presentation should not be considered an offer or an invitation to acquire entitlements or New Units or any other financial products.

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, units 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.

Moelis Australia Advisory Pty Ltd (ABN 72 142 008 446) and UBS AG, Australia Branch (ABN 47 088 129 613) are the underwriters, lead managers and bookrunners to the Placement (together, the Underwriters ). To the maximum extent permitted by law, CPFL, the Underwriters and their respective related bodies corporate and their respective officers, directors, employees, advisers, partners, affiliates and agents (together, the CPFL Parties ), 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, none of the CPFL Parties 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. CPFL and the Underwriters reserve the right to withdraw the Offer or vary the timetable for the Offer without notice.

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. None of the CPFL Parties represent or warrant 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. The pro forma financial information provided is for illustrative purposes only and should not be relied upon as, and is not represented as being indicative of CMA's future financial condition and/or performance.

All dollar values are in Australian dollars ($ or A$) unless stated otherwise.

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Disclaimer (cont’d)

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The pro-forma financial information included in this presentation is for illustrative purposes and does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission. Investors should be aware that financial data in this presentation include "non-IFRS financial information" under ASIC Regulatory Guide 230 "Disclosing non-IFRS financial information" published by ASIC and also "non-GAAP financial measures" within the meaning of Regulation G under the US Securities Exchange Act of 1934. Non-IFRS/non-GAAP measures in this presentation include the pro-forma financial information. Any additional financial information in this presentation which is not included in CMA's 30 June 2019 financial statements was not subject to independent audit or review. The Responsible Entity believes this non-IFRS/non-GAAP financial information provides useful information to users in measuring the financial performance and conditions of CMA. The non-IFRS financial information do not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS/non-GAAP financial information and ratios included in this Presentation. Financial data for the properties contained in this Presentation has been derived from financial statements and other financial information made available by the vendors in connection with the acquisitions. Such financial information is unaudited and does not purport to be in compliance with Article 3- 05 of Regulation S-X under the US Securities Act

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 Appendix C 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. Cooling off rights do not apply to the acquisition of New Units.

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. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States and may not be distributed or released in the United States or to any person acting for the account or benefit or a person in the United States. The New Units to be offered and sold under the Offer set out in this Presentation have not been and will not be registered under the U.S. Securities Act of 1933, as amended ( Securities Act ), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States except in compliance with the registration requirements of the Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States (which CPFL has no obligation to do or procure) or pursuant to an exemption from, or in a transaction exempt from or not subject to, such registration requirements and any other applicable securities laws. This presentation may not be distributed or released in the United States. The distribution of this presentation in other jurisdictions outside Australia and New Zealand may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. By accepting this presentation you warrant and represent that you are entitled to receive such presentation in accordance with the above restrictions and agree to be bound by the limitations therein.

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 Underwriters nor any of the 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 Equity Raising 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.

Further, neither the Underwriters or their respective related bodies corporate and their respective officers, directors, employees, advisers, partners, affiliates and agents accept any fiduciary obligations to or relationship with any investor or potential investor in connection with the offer of New Units, the Placement or otherwise.

Determination of eligibility of investors for the purpose of the Placement is determined by reference to a number of matters, including legal requirements and the discretion of CPFL and the Underwriters. Each of the CPFL Parties disclaim any liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.

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