CENTURIA OFFICE REIT — Capital/Financing Update 2019

Sep 17, 2019

==> picture [117 x 55] intentionally omitted <==

The Manager ASX Market Announcements ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

18 September 2019

Centuria Metropolitan REIT (ASX Code: CMA): Accelerated non-renounceable entitlement offer Notice under section 1012DAA(2)(f) of the Corporations Act 2001 (Cth)

This notice is given by Centuria Property Funds Limited ACN 086 553 639 as responsible entity of the Centuria Metropolitan REIT ( CMA ), under section 1012DAA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ), as modified by Australian Securities and Investments Commission Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ( Legislative Instrument ).

CMA has today announced an accelerated non-renounceable entitlement offer to raise approximately $102 million (before costs) ( Entitlement Offer ).

CMA has also announced a placement to institutional investors to raise approximately $141 million ( Institutional Placement ) and a placement to Centuria Capital Group ( ASX:CNI ) to raise approximately $30 million ( Conditional Placement ) (together, the Placements ).

The Institutional Placement and Entitlement Offer are underwritten by Moelis Australia Advisory Pty Ltd ( Moelis ) and UBS AG, Australia Branch ( UBS ) (together, the Underwriters ), subject to the terms of the underwriting agreement entered into with them.

The Entitlement Offer comprises the issue of 1 new unit in CMA ( New Unit ) for every 10 units in CMA held by eligible existing CMA unitholders at 7.00pm (Sydney time) on 20 September 2019 ( Eligible Unitholders ).

With respect to the Entitlement Offer, CMA advises that:

• a) the New Units will be issued without a product disclosure statement under Part 7.9 of the Corporations Act;

• b) this notice is being given under section 1012DAA(2)(f) of the Corporations Act, as modified by the Legislative Instrument;

• c) as a disclosing entity, CMA is subject to regular reporting and disclosure obligations;

• d) as at the date of this notice, CMA has complied with:

  1. the provisions of Chapter 2M of the Corporations Act as they apply to CMA; and

  2. section 674 of the Corporations Act as it applies to CMA;

Level 41, Chifley Tower, 2 Chifley Square Sydney NSW 2000

P: 02 8923 8923 F: 02 9460 2960 centuria.com.au

Centuria Property Funds Limited

ABN 11 086 553 639 AFSL 231 149

E: contactus@centuria.com.au

==> picture [117 x 55] intentionally omitted <==

• e) as at the date of this notice, there is no excluded information of the type referred to in sections 1012DAA(8) or 1012DAA(9) of the Corporations Act; and

• f) in respect to section 1012DAA(7)(f) of the Corporations Act, the potential effect of the issue of the Units pursuant to the Entitlement Offer on the control of CMA and the consequences of that effect will depend on a number of factors, including the extent to which Eligible Unitholders take up the New Units under the Entitlement Offer.

The potential effect on control is summarised below:

• a) if all Eligible Unitholders take up their entitlements under the Entitlement Offer, then the Entitlement Offer will have no significant effect on the control of CMA;

• b) if 50% of Eligible Unitholders take up their entitlements under the Entitlement Offer, then new investors[1] will receive 17,814,570 New Units (being 3.95% of units on issue in CMA following the Placements and Entitlement Offer) and the interests of those Eligible Unitholders who do not take-up their entitlements under the Entitlement Offer will be diluted;

• c) if 25% of Eligible Unitholders take up their entitlements under the Entitlement Offer, then new investors[2] will receive 26,721,855 New Units (being 5.92% of units on issue in CMA following the Placements and Entitlement Offer) and the interests of those Eligible Unitholders who do not take-up their entitlements under the Entitlement Offer will be diluted;

• d) if no Eligible Unitholders take up their entitlements under the Entitlement Offer, then new investors[3] will receive 35,629,140 million New Units (being 7.90% of the units on issue in CMA following the Placements and Entitlement Offer and the interests of all Eligible Unitholders will be diluted.

• e) The New Units offered under the Entitlement Offer will represent 7.90% of the total number of units on issue (post Placements and Entitlement Offer).

CNI

CNI and its associates currently have voting power of 24.93% in CMA.

CNI intends to take up a maximum of $7.5 million of its Entitlement under the Retail Entitlement Offer. CNI will not sub-underwrite the Entitlement Offer. In addition to its participation in the Retail Entitlement Offer, CNI intends to subscribe for $30 million Units under the Conditional Placement. As CNI has confirmed its intention to take up a maximum $7.5 million of its Entitlement, CMA considers that CNI will be diluted to approximately 22.6% after completion of the Entitlement Offer and Placements.

No person, other than CNI, which is already above the 20% threshold, will exceed the 20% acquisition threshold.

The interests of Eligible Unitholders who do not take up their entitlements under the Entitlement Offer will be diluted. CMA's Unitholders who are not Eligible Unitholders (being foreign Unitholders to whom an

1 Potentially including the Underwriters appointed in relation to the Placements and Entitlement Offer. 2 Potentially including the Underwriters appointed in relation to the Placements and Entitlement Offer.

3 Potentially including the Underwriters appointed in relation to the Placements and Entitlement Offer.

==> picture [117 x 55] intentionally omitted <==

Entitlement Offer will not be made) are not entitled to participate in the Entitlement Offer and their percentage holding in CMA will also be diluted.

Yours faithfully

==> picture [102 x 48] intentionally omitted <==

Anna Kovarik Company Secretary