Centuria Metropolitan REIT

Centuria Metropolitan REIT

Retail Entitlement Offer

Details of a 2 for 3 accelerated non-renounceable entitlement offer at an Issue Price of $2.10 per New Stapled Security

Retail Entitlement Offer closes at 5.00pm Thursday, 21 May 2015

Centuria Property Funds Limited

(ABN 11 086 553 639 AFSL 231149) as

Responsible Entity of

Centuria Metropolitan REIT No. 1

(ARSN 124 364 718) and

Centuria Metropolitan REIT No. 2

(ARSN 124 364 656)

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This document and the personalised Entitlement and Acceptance Form that

accompanies it contains 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 Offer Information

Line on 1300 667 905 (from within Australia) or +61 3 9415 4079 (from

outside Australia) between 9am and 5pm (AEST), Monday to Friday during

the Retail Offer Period (Thursday, 7 May 2015 to Thursday, 21 May 2015).

Centuria Property Funds

Centuria Metropolitan

REIT

Section Page

Chairman’s Letter ................................................................................................ 2

Key Dates .............................................................................................................. 5

What Should You Do? ......................................................................................... 6

Section 1 - Overview of the offer .................................................................. 8

Section 2 - How to Apply – Eligible Retail Stapled Securityholders ........ 11

Section 3 - Taxation ..................................................................................... 14

Section 4 - Important Information for Stapled Securityholders ............... 16

Annexure A – ASX announcement................................................................... 20

Annexure B – Investor Presentation ................................................................ 25

Glossary .............................................................................................................. 45

Corporate Directory ........................................................................................... 48


Content

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 comprising Centuria Metropolitan REIT No. 1

ARSN 124 364 718 and Centuria Metropolitan REIT No. 2 ARSN 124 364 656 (together referred to as the

Fund).

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 Fund and the

Entitlement Offer (for example, the information available on Centuria's website www.centuria.com.au or on the

ASX's website www.asx.com.au) prior to deciding whether to accept your Entitlement and apply for New Stapled

Securities.

The Investor Presentation details important factors and risks that could affect the financial and operating

performance of the Fund. Please refer to Key Risks in Appendix C 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 Fund, nor does it guarantee the

repayment of capital from the Fund or any particular tax treatment.

Not investment advice

Stapled 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 Stapled Securityholder may require in

order to determine whether or not to subscribe for New Stapled 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

statement in this Retail Offer Booklet, or any events or results expressed or implied in any forward-looking

statement. 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 statement 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

http://www.centuria.com.au/

Chairman’s Letter

Centuria Metropolitan REIT – Retail Entitlement Offer

Dear Stapled 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 Fund), I am pleased to invite you to participate in a fully

underwritten accelerated non-renounceable entitlement offer of new stapled securities in the Fund (New Stapled

Securities) to raise approximately $100 million (Entitlement Offer) at an offer price of $2.10 per New Stapled

Security (Issue Price).

The Entitlement Offer comprises:

• an offer to eligible institutional Stapled Securityholders (Institutional Entitlement Offer) which was

successfully completed on 30 April 2015; and

• an offer to eligible retail Stapled Securityholders (Retail Entitlement Offer).

The Entitlement Offer is fully underwritten by UBS AG, Australia Branch (Underwriter). National Australia Bank

Limited will be acting as Co-lead manager on the Entitlement Offer.

Use of proceeds

The proceeds from the Entitlement Offer will be used to partially fund the acquisition of four office properties

(together, the Acquisitions) from three separate vendors for a total purchase price of $129.3 million which

reflects an initial yield of 8.5%1. The properties are located in the established metropolitan markets of Adelaide,

Canberra and the Gold Coast.

The Fund will use debt2 and existing cash to fund the balance of the Acquisitions and related costs.

Transaction rationale

The Acquisitions are in line with the Fund'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. They will:

• Provide a complementary mix of income streams from long leases to high quality tenants and the

potential to add value by leasing vacant space and addressing upcoming expiries;

• Increase the value of the Fund's property portfolio by c.70%3, improving the diversification of the Fund's

asset base;

• Provide greater tenant diversification, with the top 10 tenants expected to account for approximately 60%

of total gross income. Tenant quality is maintained across major organisations, listed corporates and

state government departments;

• Be expected to improve financial metrics, with the Fund forecasting a 3.5% increase to FY16 distributable

earnings4. The Acquisitions will also provide a solid base from which to grow distributable earnings and

future distributions;

• Maintain the Fund's conservative balance sheet, with pro forma gearing on completion of approximately

25%, being at the low end of the target range; and

• Enhance the Fund's scale which is expected to increase liquidity, improving the Fund's eligibility for future

inclusion in the ASX300 Index.

Further detail on the Acquisitions is contained within the investor presentation in Annexure B.

As at 1 July 2015 excluding any acquisition costs. CPFL has obtained a credit and pricing approved terms sheet from National Australia Bank Limited to increase the facility limit of the Fund's

Based on most recent valuations. Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of

CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks) of the Investor Presentation.

1

2

existing debt facility by approximately $40 million. 3

4


This letter relates to the Retail Entitlement Offer, which will raise approximately $50 million. Under the Retail

Entitlement Offer, Eligible Retail Stapled Securityholders can subscribe for 2 New Stapled Securities for every 3

Stapled Securities they hold as at the Record date at an Issue Price of $2.10 per New Stapled 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 3.2% to the $2.17 closing price of Stapled Securities on Tuesday, 28 April 2015;

• a discount of 3.8% to the 5 day volume-weighted average price of Stapled Securities to Tuesday, 28 April

2015;

• a forecast FY16 Distributable Earnings Yield of 8.5% on the issue price for the New Stapled Securities5 ;

and

• a forecast FY16 Distribution Yield of 8.1% on the issue price for the New Stapled Securities 5.

Stapled Securities issued under the Entitlement Offer will rank equally with existing Stapled Securities and will be

entitled to the full distribution for the quarter ending June 2015 forecast to be 4.16 cents per Stapled Security,

which is in-line with forecast in the Product Disclosure Statement for the Fund dated 11 November 2014.

Eligible Retail Stapled Securityholders may also apply for additional Stapled Securities in excess of their

Entitlement (to the extent other Stapled Securityholders do not take up their full entitlement) up to one (1) times

their full Entitlement. In the event of oversubscriptions, the allocation of Additional New Stapled Securities will be

at the discretion of CPFL and subject to scale back.

To participate in the Retail Entitlement Offer, you must have applied for New Stapled Securities before 5.00 pm

(AEST) on Thursday, 21 May 2015, otherwise your rights under the Retail Entitlement Offer will lapse.

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

Offer Information Line on 1300 667 905 (from within Australia) or +61 3 9415 4079 (from outside Australia)

between 9am and 5pm (AEST), Monday to Friday during the Retail Offer Period (Thursday, 7 May 2015 to

Thursday, 21 May 2015).

Centuria commitment to the Entitlement Offer

Centuria Capital Limited and its institutional associates, the Fund’s largest Stapled Securityholders, with

approximately 16% of the Stapled Securities on issue6, have committed to take-up their full entitlement under the

Entitlement Offer amounting to approximately $16 million.

Stapled Securityholder approval

One of the properties, 131-139 Grenfell Street, Adelaide7, is being acquired from the Centuria 131–139 Grenfell

Street Fund, which is a related party of CPFL, the responsible entity of CMA, and will be subject to a Stapled

Securityholder vote which is expected to take place on or around 4 June 2015.

Further details of the Stapled Securityholder vote will be outlined in the Notice of Meetings and Explanatory

Memorandum that is soon to be sent to Stapled Securityholders.

5 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks) of the Investor Presentation. 6 As at 28 April 2015

7 Levels 5-9

Conclusion

The Acquisitions and Entitlement Offer are in line with the Fund's strategy, will provide greater asset, geographic

and tenant diversification, will provide a solid base from which to grow distributable earnings and future

distributions and importantly maintain its 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 Fund.

Yours faithfully,

Peter Done

Chairman


as Responsible Entity of the Centuria Metropolitan REIT

30 April 2015

Key Dates

Key event Date

Trading halt and Institutional Entitlement Offer opens 10.00am, Wednesday, 29 April 2015

Institutional Entitlement Offer closes 5.00pm, Wednesday, 29 April 2015

Trading of Stapled Securities recommences on ASX on an

'ex-entitlement' basis

Entitlement Offer Record Date 7.00pm, Monday, 4 May 2015

Retail Entitlement Offer Booklet is despatched and Retail

Entitlement Offer opens

Early Retail Acceptance Due Date 5.00pm, Wednesday, 13 May 2015

Settlement of New Stapled Securities issued under the

Institutional Entitlement Offer and Retail Entitlement Offer

for applications received by the Early Retail Acceptance

Due Date

Allotment and normal trading of New Stapled Securities

issued under the Institutional Entitlement Offer and Retail

Entitlement Offer for applications received by the Early

Retail Acceptance Due Date

Retail Entitlement Offer closes 5.00pm, Thursday, 21 May 2015

Allotment of remaining New Stapled Securities issued

under the Retail Entitlement Offer

Normal trading of remaining New Stapled Securities

issued under the Retail Entitlement Offer

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

5 Centuria Metropolitan REIT

Thursday, 30 April 2015

Thursday, 7 May 2015


Friday, 15 May 2015

Friday, 29 May 2015

Monday, 1 June 2015



What Should You Do?

1. Read this Retail Offer Booklet and the accompanying Entitlement and Acceptance Form

This Retail Offer Booklet and the personalised Entitlement and Acceptance Form that accompanies it contain

important information about the Retail Entitlement Offer. You should read both documents carefully and in

their entirety before deciding whether or not to participate in the Retail Entitlement Offer.

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 Fund and the Entitlement Offer (for example, the information available on Centuria's

website www.centuria.com.au or on the ASX's website www.asx.com.au) prior to deciding whether to accept

your Entitlement and apply for New Stapled 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 Retail Entitlement Offer in light of your particular investment objectives and

circumstances

Please consult with your stockbroker, accountant or other independent professional adviser if you have any

queries or are uncertain about any aspects of the Retail Entitlement Offer.

An investment in New Stapled Securities is subject to both known and unknown risks, some of which are

beyond the control of CPFL. These risks include the possible loss of income and principal invested. CPFL

does not guarantee any particular rate of return or the performance of the Fund, nor does it guarantee the

repayment of capital from the Fund or any particular tax treatment. In considering an investment in New

Stapled Securities, investors should have regard to (amongst other things) the Key Risks section in Appendix

C of the Investor Presentation and the disclaimers outlined in this Retail Offer Booklet.

3. Decide what you want to do

If you are an Eligible Retail Stapled Securityholder, you may subscribe for all, some or none of your

Entitlement.

Eligible Retail Stapled Securityholders may also apply for additional New Stapled Securities in excess of

their Entitlement (to the extent other Stapled Securityholders do not take up their full entitlement) up to one

(1) times their full entitlement. In the event of oversubscriptions, the allocation of additional New Stapled

Securities will be at the discretion of CPFL and subject to scale back.

Eligible Retail Stapled 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 Fund reduced. Eligible Retail

Stapled Securityholders who participate in the Retail Entitlement Offer will see their percentage holding in

the Fund reduce, increase or stay the same depending on the proportion of their Entitlement they subscribe

for and the Additional New Stapled Securities applied for and allocated at the sole discretion of CPFL.

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.

4. Apply for New Stapled Securities

To participate in the Retail Entitlement Offer, please complete and lodge a valid Entitlement and Acceptance

Form and Application Monies for New Stapled Securities, or make a payment by Bpay®, by 5.00pm (AEST)

on Thursday, 21 May 2015 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 Offer Information Line on 1300 667 905 (from within Australia) or +61 3 9415 4079 (from

outside Australia) between 9am and 5pm (AEST), Monday to Friday during the Retail Offer Period

(Thursday, 7 May 2015 to Thursday, 21 May 2015).


Section 1 - Overview of the offer

1.1 Overview

CPFL intends to raise approximately $100 million through the Entitlement Offer, which comprises the

Institutional Entitlement Offer and the Retail Entitlement Offer. Under the Entitlement Offer, CPFL is offering

Eligible Stapled Securityholders the opportunity to subscribe for 2 New Stapled Securities for every 3

Stapled Securities held on the Record Date. The issue price per New Stapled Security is $2.10.

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 Fund and its strategy.

1.2 Institutional Entitlement Offer

On Wednesday, 29 April 2015, Eligible Institutional Stapled Securityholders were given the opportunity to

take up all or part of their Entitlement under the Institutional Entitlement Offer. CPFL successfully conducted

the Institutional Entitlement Offer to raise approximately $50 million, at an issue price of $2.10 per New

Stapled Security. New Stapled Securities are expected to be allotted under the Institutional Entitlement Offer

on Friday, 15 May 2015.

1.3 Retail Entitlement Offer

Eligible Retail Stapled 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.

CPFL is also offering Eligible Retail Stapled Securityholders the opportunity to apply for Additional New

Stapled Securities beyond their Entitlement. The allocation of Additional New Stapled Securities will be at the

discretion of CPFL and subject to scale back. Allotment of Additional New Stapled Securities will take place

along with allotment of New Stapled Securities offered under the Retail Entitlement Offer on Friday, 29 May

2015 irrespective of whether an application for Additional New Stapled Securities is received before the Early

Retail Acceptance Due Date on Wednesday, 13 May 2015.

The Retail Entitlement Offer constitutes an offer only to Eligible Retail Stapled Securityholders, being Stapled

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 Eligible Institutional Stapled

Securityholder is not entitled to participate in the Retail Entitlement Offer.

Eligible Retail Stapled Securityholders have the opportunity to be allotted New Stapled Securities up to their

Entitlement at the same time as Eligible Institutional Stapled Securityholders under the Institutional

Entitlement Offer on Friday, 15 May 2015 if they submit an Application and their relevant Application Monies

are received by Bpay® in cleared funds by 5.00pm (AEST) on Wednesday, 13 May 2015 in accordance with

their Entitlement and Acceptance Form. Otherwise, the Retail Entitlement Offer closes at 5.00pm (AEST) on

Thursday, 21 May 2015, with New Stapled Securities to be allotted on Friday, 29 May 2015.

No Additional New Stapled Securities will be issued on the Early Retail Entitlement Offer Allotment Date. If

you accept your Entitlement and apply for Additional New Stapled Securities and your Application Monies

are received in cleared funds prior to the Early Retail Acceptance Due Date you will only be issued the New

Stapled Securities the subject of your Entitlement on the Early Retail Entitlement Offer Allotment Date.


If, following the Final Retail Closing Date, your application for Additional New Stapled Securities is accepted

in whole or in part, the relevant Additional New Stapled Securities will be issued to you on the Final Allotment

Date.

The Retail Entitlement Offer is fully underwritten, and seeks to raise approximately $50 million. The issue

price under the Retail Entitlement Offer is the same as the issue price under the Institutional Entitlement

Offer.

1.4 Ranking of New Stapled Securities

New Stapled Securities will rank equally with existing Stapled Securities and will be fully entitled to the June

2015 quarterly distribution.

1.5 Reconciliation and fractional entitlements

In any entitlement offer investors may believe that they own more or fewer existing Stapled Securities on the

Record Date than they ultimately do. This could potentially result in the requirement for reconciliation to

ensure all Eligible Retail Stapled 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 Stapled Securities

to ensure all Eligible Institutional Stapled Securityholders and Eligible Retail Stapled Securityholders have

the opportunity to receive their full Entitlement. The price at which these Stapled Securities will be issued will

be the same as the offer price ($2.10). CPFL also reserves the right to reduce the number of New Stapled

Securities allocated to Eligible Stapled Securityholders or persons claiming to be Eligible Stapled

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 Stapled

Securityholders.

To the extent that application of the offer ratio of 2 New Stapled Securities for every 3 existing Stapled

Securities held on the Record Date results in a fractional entitlement to New Stapled Securities for a

particular Stapled Securityholder, that Stapled Securityholder’s Entitlement shall be rounded up to the next

higher whole number of New Stapled Securities.

1.6 Quotation and trading

CPFL will apply to ASX for the official quotation of the New Stapled Securities in accordance with ASX

Listing Rule requirements. Subject to approval being granted, it is expected that:

• normal trading of New Stapled Securities allotted under the Institutional Entitlement Offer and Retail

Entitlement Offer for applications received by the Early Retail Acceptance Due Date will commence on

Friday, 15 May 2015; and

• normal trading of New Stapled Securities allotted under the Retail Entitlement Offer will commence on

Monday, 1 June 2015.

1.7 Holding Statements

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

• on Friday, 15 May 2015 in respect of New Stapled Securities allotted under the Institutional Entitlement

Offer and Retail Entitlement Offer for applications received by the Early Retail Acceptance Due Date;

and

• on Tuesday, 2 June 2015 in respect of New Stapled Securities allotted under the Retail Entitlement

Offer.

It is the responsibility of each applicant to confirm their holding before trading in New Stapled Securities. Any

applicant who sells New Stapled Securities before receiving confirmation of their holding in the form of their

holding statement will do so at their own risk.


CPFL and the Underwriter disclaim all liability whether in negligence or otherwise (and to the maximum

extent permitted by law) to persons who trade New Stapled Securities before receiving their holding

statements, whether on the basis of confirmation of the allocation provided by CPFL, the Registry or the

Underwriter.

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.


Section 2 - How to Apply – Eligible Retail Stapled Securityholders

2.1 Choices available to Eligible Retail Stapled Securityholders

Eligible Retail Stapled Securityholders may do any one of the following:

1. take up all of their Entitlement;

2. take up part of their Entitlement;

3. do nothing and allow their Entitlement to lapse (refer to Section 2.3).

CPFL is also offering Eligible Retail Stapled Securityholders the opportunity to apply for Additional New

Stapled Securities in excess of their Entitlement (refer to Section 2.2).

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

2.2 Take up all, or part, of your Entitlement, or take up all of your Entitlement and apply for Additional

New Stapled Securities in excess of your Entitlement

If you wish to take up your Entitlement in full or in part or in full and apply for Additional New Stapled

Securities in excess of your Entitlement, 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 and seek

appropriate professional advice if necessary;

• make your payment in respect of the full Application Monies via Bpay® for the number of New

Stapled Securities you wish to subscribe for (being the issue price of $2.10 per New Stapled

Security multiplied by the number of New Stapled 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, 21

May 2015. 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 Stapled Securityholder declarations

referred to in the Entitlement and Acceptance Form, see Section 4.12.

If you wish to be allotted New Stapled Securities the subject of your Entitlement at the same time as

Eligible Institutional Stapled Securityholders on the Early Retail Entitlement Offer Allotment Date,

being Friday, 15 May 2015, 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 Wednesday, 13 May 2015. If

your payment of the Application Monies is received in cleared funds after 5.00pm (AEST) on

Wednesday, 13 May 2015, but before the Final Retail Closing Date, New Stapled Securities will be

allotted to you on the Final Allotment Date being Friday, 29 May 2015. Your payment of the

Application Monies will not be accepted after the Final Retail Closing Date, being 5:00 pm (AEST) on

Thursday, 21 May 2015, and no New Stapled Securities will be issued to you in respect of that

Application.

No Additional New Stapled Securities will be issued on the Early Retail Entitlement Offer Allotment

Date. If you accept your Entitlement and apply for Additional New Stapled Securities and your

Application Monies are received in cleared funds prior to the Early Retail Entitlement Offer Acceptance

Due Date you will only be issued the New Stapled Securities the subject of your Entitlement on the

Early Retail Entitlement Offer Allotment Date. If, following the Final Retail Closing Date, your

application for Additional New Stapled Securities is accepted in whole or in part, the relevant

Additional New Stapled Securities will be issued to you on the Final Allotment Date.


If you have multiple holdings you will have multiple Bpay® reference numbers. To ensure you receive

your Entitlement in respect of that holding, you must use the reference number shown on each

personalised Entitlement and Acceptance Form when paying for any New Stapled 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 Stapled Securities

you applied for, you will be taken to have applied for such whole number of New Stapled Securities which

is covered in full by your Application Monies. Alternatively, your application will be rejected.

If you apply for Additional New Stapled Securities in excess of your Entitlement and you are not allocated

all or some of the Additional New Stapled Securities applied for, the relevant Application Monies will be

refunded to you after the Final Allotment Date in accordance with the Corporations Act, without interest.

The allotment of Additional New Stapled Securities will be at the sole discretion of CPFL and be subject to

scale back

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

Stapled 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 $2.10 multiplied by the number of New

Stapled 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 Rights Issue’ 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.

If you wish to be allotted New Stapled Securities the subject of your Entitlement at the same time as

Eligible Institutional Stapled Securityholders on the Early Retail Entitlement Offer Allotment Date being

Friday, 15 May 2015, 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 5:00

pm (AEST) on Thursday, 21 May 2015 and New Stapled Securities will be allotted to you on the Final

Allotment Date being Friday, 29 May 2015. Entitlement and Acceptance Forms (and payments for

Application Monies) will not be accepted after the Final Retail Closing Date, being 5:00 pm (AEST) on

Thursday, 21 May 2015 and no New Stapled Securities will be issued to you in respect of that Application.

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 reaches the Registry at the following address:


Postal Address

Centuria Metropolitan REIT Offer

GPO Box 505

Melbourne VIC 3001

Calls within Australia: 1300 667 905

Calls outside Australia: +61 3 9415 4079

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 Stapled 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 Stapled 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.

2.3 Take no action and allow all of your Entitlement to lapse

If you are an Eligible Retail Stapled Securityholder and you do nothing, the Retail Entitlement Offer will lapse

in respect of your Stapled Securities.

You should also note that, if you do not take up all or part of your Entitlement, then your percentage holding

in the Fund will be diluted to the extent that New Stapled Securities are issued to other Stapled

Securityholders.

2.4 Implications of making an Application

Returning a completed Entitlement and Acceptance Form or paying any Application Monies for New Stapled

Securities via Bpay® will be taken to constitute a representation by the Eligible Retail Stapled Securityholder

that they:

• have received a copy of this Retail Offer Booklet accompanying the Entitlement and Acceptance Form,

and read them in their entirety;

• make the Eligible Retail Stapled 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.

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 Stapled 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 Offer Information Line on 1300 667 905 (from within Australia) or

+61 3 9415 4079 (from outside Australia) between 9am and 5pm (AEST), Monday to Friday during the Retail

Offer Period (Thursday, 7 May 2015 to Thursday, 21 May 2015). If you have further questions you should

contact your professional adviser.


Section 3 - Taxation

3.1 General

The section 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

Stapled 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 Stapled Securities on capital account.

The comments do not apply to you if you:

• are not a resident for Australian income tax purposes; or

• hold your Stapled 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 Stapled 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. It is strongly recommended that each Eligible Retail

Stapled Securityholder seek their own independent professional tax advice applicable to their particular

circumstances.

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 Stapled Securities

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

For the purposes of CGT, each New Stapled Security will:

• have an initial cost base (and reduced cost base) that is equal to the issue price for the New Stapled

Securities plus certain non-deductible incidental costs incurred in acquiring the New Stapled Security;

and

• be taken to be acquired on the day that the Entitlement in respect of the New Stapled Security is

exercised.

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

3.4 Distributions on New Stapled Securities

Future distributions made in respect of New Stapled Securities will be subject to the same income taxation

treatment as distributions made on existing Stapled Securities held in the same circumstances.

It is intended that New Stapled Securityholders will be presently entitled to all of the Fund’s income in each

year and that the Fund undertakes only eligible investment business (i.e., passive investment activities). On


this basis, the Fund should not have any liability for Australian income tax.

In respect of each income tax year, a Stapled Securityholder will be required to include their share of the net

income of the Fund (as advised by CPFL) in their assessable income for tax purposes. A Stapled

Securityholder’s share of the net income of the Fund 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

Stapled Securityholder.

If the Fund makes any non-assessable distributions to a Stapled Securityholder, the cost base and reduced

cost base of the Stapled Security would be reduced by the amount of the non-assessable payment.

In the event that the non-assessable distribution exceeds a Stapled Securityholder’s cost base in their

Stapled Security, a capital gain will arise. Where this happens, the cost base and reduced cost base of the

Stapled Security are reduced to nil.

3.5 Disposal of New Stapled Securities

On disposal of a New Stapled Security, you will make a capital gain if the capital proceeds net of transaction

fees on disposal exceed the total cost base of the New Stapled Security. You will make a capital loss if the

capital proceeds net of transaction fees are less than the total reduced cost base of the New Stapled

Security.

Individuals, complying superannuation entities or trustees that have held New Stapled Securities for at least

12 months (not including the dates of acquisition and disposal of the New Stapled Securities) should be

entitled to discount the amount of any capital gain resulting from the disposal of the New Stapled 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 Stapled 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 Stapled 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 it,

providing certain tests are satisfied.

3.6 Entitlements not taken up

As described in Section 2.3 above, any Entitlement not taken up under the Retail Entitlement Offer will lapse

and the Eligible Retail Stapled Securityholder will not receive any consideration for those Entitlements. In

these circumstances, there should not be any tax implications for the Eligible Retail Stapled Securityholder.

3.7 Tax file number

If a Stapled 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 Stapled Security, this quotation or

exemption will also apply in respect of any New Stapled Securities acquired by that Stapled 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 Stapled Securityholders in respect of the

issue or exercise of the Entitlements or the acquisition of New Stapled Securities pursuant to the Retail

Entitlement Offer.


Section 4 - Important Information for Stapled Securityholders

4.1 Retail Offer Booklet availability

Those Eligible Retail Stapled 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 the 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 on the Fund’s website at

www.centuria.com.au or by calling the Centuria Metropolitan REIT Offer Information Line on 1300 667 905

(from within Australia) or +61 3 9415 4079 (from outside Australia) between 9am and 5pm (AEST), Monday

to Friday during the Retail Offer Period (Thursday, 7 May 2015 to Thursday, 21 May 2015).

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).

The electronic version of this Retail Offer Booklet on the Centuria website will not include a personalised

Entitlement and Acceptance Form. It is important to note that you will only be entitled to accept the

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 (see Section 2.2.2 for further information).

Please carefully read the instructions on the accompanying Entitlement and Acceptance Form.

Stapled Securityholders in foreign jurisdictions need to refer to Section 4.8 below.

4.2 Continuous disclosure requirements

Under the Corporations Act, the Fund is considered 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 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 a reasonable person would expect to

have a material effect on the price or value of the Fund's Stapled 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

Stapled 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 Stapled Securityholder may require in order to determine whether or not

to subscribe for New Stapled Securities. If you have any questions, please consult your professional adviser

before deciding whether or not to invest.

4.4 Risks factors

The Investor Presentation details important factors and risks that could affect the financial and operating

performance of the Fund. Please refer to Key Risks in Appendix C 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 Stapled 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

statement in this Retail Offer Booklet, or any events or results expressed or implied in any forward-looking

statement. 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 statement and deviations are normal and to be expected. Past performance is not a reliable

indicator of future performance. Please refer to the Key Risks section in Appendix C of the Investor

Presentation and the disclaimers outlined in this Retail Offer Booklet for more information.

4.8 Offer jurisdictions – restrictions and limitations

The Retail Entitlement Offer will not be made to Stapled 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 Stapled 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 Stapled Securities are not being offered or sold to the public in New Zealand other than to existing

Stapled Securityholders with registered addresses in New Zealand. The offer of New Stapled Securities to

such existing Stapled Securityholders is being made in reliance on the Securities Act (Overseas Companies)

Exemption Notice 2013 (New Zealand).

This Retail Offer Booklet is not an investment statement or prospectus for the purpose of New Zealand law,

and has not been registered, filed with or approved by any New Zealand regulatory authority under or in

accordance with the Securities Act 1978 (New Zealand). This Retail Offer Booklet is not required to, and may

not, contain all the information that an investment statement or prospectus is required to contain under New

Zealand law.


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.

4.9 Underwriting arrangements and fees

UBS AG, Australia Branch will be acting as sole bookrunner and sole underwriter on the Entitlement Offer.

CPFL and UBS AG, Australia Branch (Underwriter) have entered into an Underwriting Agreement in respect

of the Entitlement Offer. Under the Underwriting Agreement, the Underwriter has been appointed as

underwriter to the Entitlement Offer.

The underwriting obligations of the Underwriter are subject to a number of conditions, including the entry into

purchase agreements for the Acquisitions and to increase the Fund's existing debt facility with National

Australia Bank Limited by approximately $40 million.

CPFL must pay the Underwriter an underwriting fee of 2.00% of the proceeds of the Entitlement Offer (the

Underwriter 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 1.00% of the proceeds of the Entitlement

Offer. CPFL must also reimburse the Underwriter for its reasonably incurred costs in connection with the

Entitlement Offer, including legal fees 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

Underwriter. The Underwriter may also, in certain circumstances, terminate its obligations under the

Underwriting Agreement on the occurrence of certain termination events including where:

• in the reasonable opinion of the Underwriter, a material statement in this Retail Offer Booklet or other

Entitlement Offer documents does not comply with the Corporations Act;

• 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 offer; or

• at any time on two consecutive business days prior to the settlement date of the institutional

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 Underwriter's consent;

• there are adverse changes to material debt or financing arrangements (including breaches, defaults

or termination); or

• any adverse change occurs in the assets, liabilities, financial position or performance, profits, losses

or prospects of the Fund.

If the Underwriter terminates the Underwriting Agreement, the Underwriter will not be obliged to perform any

of its obligations which remain to be performed.

4.10 Consents

Statements included in this Retail Offer Booklet or any statement on which a statement in this Retail Offer

Booklet is based are not made by the directors, officers, employees, partners, agents and advisers of CPFL,

but CPFL itself.

To the maximum extent permitted by law each of these parties expressly disclaims and takes no

responsibility for any statements in or omissions from this Retail Offer Booklet other than references to its

name.

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 Stapled


Securityholder who applies for New Stapled Securities submits to the jurisdiction of the courts of New South

Wales, Australia.

4.12 Eligible Retail Stapled Securityholder Declarations

In making your application for New Stapled Securities as part of the Retail Entitlement Offer, you will be

making the declarations to CPFL that you:

• have read the Retail Offer Booklet;

• agree to be bound by the constitutions of the Fund;

• acknowledge the statement of risks in the “Key Risks” section at Appendix C of the Investor Presentation,

and that investments in the Fund 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 Stapled Securities allotted to you under this Retail

Entitlement Offer;

• declare that all details on 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 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 Stapled Securities and Additional Stapled

Securities (if any) shown on the Entitlement and Acceptance Form, or for which you have submitted

payment of Application Monies via Bpay®, at the offer price of $2.10 per New Stapled Security;

• authorise CPFL, the Underwriter, the Registry and respective officers or agents, to do anything on your

behalf necessary for the New Stapled 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 Stapled 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 Stapled

Securities are suitable for you given your individual investment objectives, financial situation or particular

needs;

• understand that this 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 Fund and is given in the context of the Fund’s past

and ongoing continuous disclosure obligations under the Corporations Act and the ASX listing rules;

• acknowledge that neither CPFL, its directors, officers, employees, agents, consultants nor advisers, nor

the Underwriter, guarantees the performance of the Fund, nor do they guarantee the repayment of capital

from the Fund;

• represent and warrant that you are an Eligible Retail Stapled Securityholder and the law of any other

jurisdiction does not prohibit you from being given the 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 Stapled Securities and Additional New Stapled Securities have not, 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 the 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 the 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 Stapled Securities on the

Record Date.


Annexure A – ASX announcement

Australian Securities Exchange – Company Announcements Platform


CENTURIA METROPOLITAN REIT

ACQUISITIONS AND ENTITLEMENT OFFER

Sydney, 29 April 2015: Centuria Property Funds Limited (CPFL) as responsible entity of Centuria Metropolitan

REIT ASX: CMA (CMA or the Fund) is pleased to announce that the Fund has entered into agreements to acquire

four commercial office assets located in the metropolitan markets of Adelaide, Canberra and the Gold Coast

(Acquisitions)1. The total purchase price for the Acquisitions of $129.3 million is supported by independent

valuations and reflects an initial yield of 8.5%2. Settlement of the Acquisitions is expected to occur prior to 30 June

2015.

To partially fund the Acquisitions, the Fund is undertaking a fully underwritten 2 for 3 accelerated non-renounceable

entitlement offer to raise approximately $100 million (Entitlement Offer) at a fixed issue price of $2.10 per new

stapled security in CMA (Issue Price). CMA will utilise debt and existing cash to fund the balance of the

Acquisitions and related costs3.

The Acquisitions are accretive to distributable earnings from settlement. The Fund is forecasting FY16 distributable

earnings of 17.9 cents per Stapled Security, a 3.5% increase to the re-stated forecast in the Product Disclosure

Statement for the Fund dated 11 November 2014 (PDS)4. Distributions for FY16 are forecast at 17.0 cents per

Stapled Security, in line with PDS forecast. The forecasts assume the completion of the Acquisitions.

The Issue Price represents a 3.2% discount to CMA's closing price of $2.17 on 28 April 2015. At the Issue Price the

new stapled securities (New Stapled Securities) are forecast to deliver a 8.5% distributable earnings yield for

FY16 and a 8.1% distribution yield for FY16.

New Stapled Securities issued under the Entitlement Offer will rank equally with existing Stapled Securities and will

be entitled to the full distribution for the quarter ending June 2015 forecast to be 4.16 cents per stapled security,

which is in line with the PDS forecast.

Mr Nicholas Collishaw, CEO Listed Property Funds said: "The Acquisitions are in line with the Fund's objectives

and have strong strategic rationale. They provide a complementary mixture of income streams from long leases to

high quality tenants and the potential to add value by leasing vacant space and addressing upcoming expiries."

"The Entitlement Offer provides an opportunity for all eligible CMA Stapled Securityholders to participate in the

transaction and the continued growth of the Fund".

The Fund is being advised by UBS AG, Australia Branch (Sole Financial Advisor, Sole Bookrunner and Sole

Underwriter on the Entitlement Offer), National Australia Bank Limited (Co-lead Manager on the Entitlement Offer)

and Henry Davis York (Legal Advisor).

One of the four properties to be acquired by the Fund, Grenfell Street, Adelaide, is being acquired from the Centuria 131–139 Grenfell Street Fund (ARSN 160 600 895), which is a related party of CPFL, the responsible entity of CMA. Stapled Securityholder approval is required under ASX Listing Rule 10.1 for this acquisition. As at 1 July 2015 and excludes any acquisition costs.

CPFL has obtained a credit and pricing approved terms sheet from National Australia Bank Limited to increase the facility limit of the Fund's existing debt facility by approximately $40 million. Restated PDS forecast of 17.3 cents per Stapled Security as detailed on slide 5 of the investor presentation released to the ASX today.

1

2

3

4

Overview of the Acquisitions

Financial impact11

The transaction is expected to have the following impact on the Fund:

• Accretive to distributable earnings in FY16 from the date of settlement

• Approximate 70% increase in the value of the Fund's property portfolio to $317 million12

• 2% decrease in NTA per Stapled Security from $1.97 to $1.93 due to one-off transaction costs

• Pro forma gearing of 25% on completion of the Acquisitions and the Entitlement Offer, at the low end of the

Fund's target gearing range of 25 – 35%

Grenfell Street, Adelaide approval

The Fund is acquiring Grenfell Street from Centuria 131–139 Grenfell Street Fund (ARSN 160 600 895), which is a

related party of CPFL. Stapled Securityholder approval is required to acquire this asset under ASX Listing Rule

10.1. Approval will be via an ordinary resolution (more 50% threshold). CPFL and its associates are not able to vote

their Stapled Securities on that resolution. CPFL will be convening Stapled Securityholder meetings at which CMA

Stapled Securityholders will be asked to vote on the resolution seeking their approval of the acquisition of Grenfell

Street. The CMA Stapled Securityholder meetings will be convened under a separate notice of meetings which is

expected to be sent to Stapled Securityholders mid-May.

Stapled Securityholder approval is not required to acquire the three other properties as these are being acquired

from vendors not related to CPFL. The Entitlement Offer is not conditional on Stapled Securityholder approval of

the acquisition of Grenfell Street.

In the event the acquisition of Grenfell Street is not approved by Stapled Securityholders the Fund will draw upon

less debt and pro forma gearing would reduce to approximately 19%. The Fund would maintain the debt capacity

for future acquisition opportunities. FY16 forecast distributable earnings would fall by approximately 5% to 17.1

cents per Stapled Security and FY16 forecast distributions would fall by approximately 5% to 16.2 cents per

Stapled Security13.

Centuria commitment to the Entitlement Offer

Centuria Capital Limited and its institutional associates, the Fund's largest Stapled Securityholders, with

approximately 16% of the Stapled Securities on issue14 have committed to take up their full entitlement under the

Entitlement Offer amounting to approximately $16 million.

As at 31 March 2015.

As at 1 July 2015 and excludes any acquisition costs.

Net lettable area

WALE stands for "weighted average lease expiry", it is measured by area.

By area.

Levels 5 – 9.

Assumes the completion of the Acquisitions and the Entitlement Offer. Please refer to the investor presentation released to the ASX today for

information on key risks and key assumptions.

Based on the most recent independent valuations.

Assuming a consistent payout ratio to the current FY16 forecast.

As at 28 April 2015.

5

6

7

8

9

10

11

12

13

14

Property State Independent

valuation ($m)5

Initial yield6

Cap rate

NLA7 (sqm)

WALE (years)8 Occupancy9

60 Marcus Clarke Street, Canberra

35 Robina Town Centre Drive, Robina

131-139 Grenfell Street, Adelaide10


ACT QLD

SA ACT

49.1

46.0

20.0

14.2

8.5%

8.0%

9.9%

10.0%

8.3%

7.8%

9.1%

10.0%

12,215

9,814

4,052

5,161

2.2

8.5

4.7

2.1

76.1%

100.0%

100.0%

76.0%

Total 129.3 8.5% 8.4% 31,241 4.5 86.7%

Key Dates of the Entitlement Offer

Key event

Trading halt, Institutional Entitlement Offer and Bookbuild

opens

Institutional Entitlement Offer and Bookbuild closes 5.00pm, Wednesday, 29 April 2015

Trading of Staple Securities recommences on ASX on an

'ex-entitlement' basis.


Retail Entitlement Offer Booklet is despatched and Retail Entitlement Offer opens

Last date for receipt of Early Retail Entitlement Offer

applications

Settlement of New Stapled Securities issued under the

Institutional Entitlement Offer and Early Retail Entitlement

Offer

Allotment and normal trading of New Stapled Securities

issued under the Institutional Entitlement Offer and Early


Retail Entitlement Offer closes 5.00pm, Thursday, 21 May 2015

Allotment of remaining New Stapled Securities issued

under the Retail Entitlement Offer

Normal trading of remaining New Stapled Securities

issued under the Retail Entitlement Offer

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

Additional information

Additional information about the Acquisitions and Entitlement Offer 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 Stapled Securityholders. This will also be available on the Listed Property page of Centuria's website at

www.centuria.com.au/listed-property/investor-centre/.

– Ends –

For more information or to arrange an interview, please contact:

Nicholas Collishaw Heather Romao

CEO Head of Communications

Centuria Listed Property Funds Centuria Capital Limited

Phone: 02 8923 8923 Phone: 02 8923 8914

Email: [email protected] Email: [email protected]

Thursday, 30 April 2015


5.00pm, Wednesday, 13 May 2015


Friday, 15 May 2015

Friday, 29 May 2015

Monday, 1 June 2015

Date

10.00am, Wednesday, 29 April 2015


http://www.centuria.com.au/listed-property/investor-centre/

mailto:[email protected]


Kate Bailey

Consultant

BlueChip Communication

Phone: 02 9018 8606 / 0421 986 328

Email: [email protected]

About us

Centuria Metropolitan REIT (CMA) is an ASX listed REIT focused on investing in office and industrial assets in metropolitan

markets across Australia. The Fund's portfolio on completion of the transaction will comprise nine office and three industrial assets with an independent valuation of $317 million. Centuria Property Funds Limited (CPFL), which is a wholly-owned subsidiary of Centuria Capital Limited (ASX: CNI), is the

Responsible Entity for the ASX-listed CMA. CPFL has approximately $1 billion of property under management across CMA and 15 unlisted property funds. CNI is an ASX-listed specialist investment manager with $1.7 billion in funds under management. Important Information

No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statement in this document, or any events or results expressed or implied in any forward-looking statement. 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 statement and deviations are both normal and to be expected. Past performance is not a reliable indicator of future performance. Please refer to the investor presentation released to the ASX today for information on key risks.



Annexure B – Investor Presentation


Market Update, Acquisitions & $100 million Entitlement Offer

29 April 2015

1

Centuria Property Funds

DISCLAIMER

Summary information

This document has been issued by Centuria Property Funds Limited ABN 11 086 553 639 AFSL No. 231149 (CPFL) in its capacity as the responsible entity of Centuria

Metropolitan REIT No. 1 ARSN 124 364 718 and Centuria Metropolitan REIT No. 2 ARSN 124 364 656 (together, "the Fund"). The information in this document is

current as at 29 April 2015 unless otherwise stated.

The information in this document is in summary form and does not purport to be complete or to contain all the information that an investor should consider when making

an investment decision. It should be read in conjunction with the Fund's other periodic and continuous disclosure announcements lodged with the Australian Securities

Exchange (ASX), which are available at www.asx.com.au. Due to the impact of rounding, the totals shown for charts, graphs or tables in this document may not equate to

the sum of the individual components of the relevant chart, graph or table.

Exclusion of liability

The document has been prepared from information believed to be accurate, however, no representation or warranty, express or implied, is made as to the accuracy,

adequacy or completeness of any information contained in the document. To the maximum extent permitted by law, CPFL, its related bodies corporate, agents and advisers and their respective directors, officers and employees, disclaim all liability (including for negligence) for any loss or damage resulting from the issue or use of, or

reliance on, anything contained in or omitted from this document.

General information only

The information in this document is general information only and does not take into account your individual objectives, financial situation or needs. Consequently you

should consider whether the information in this document is appropriate for you in light of your objectives, financial situation or needs. CPFL encourages you to seek

independent financial and taxation advice before making any investment decision.

Forward-looking statements

No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statement in this document, or any events or results

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

An investment in stapled securities in the Fund (Stapled Securities) is subject to risks, including loss of income and capital. Persons should have regard to the key risks

outlined in Appendix C of this document. CPFL does not guarantee any particular rate of return or the performance of the Fund nor does it guarantee the repayment of capital from the Fund.

Not an offer

This document is not an offer for subscription, invitation or sale with respect to any Stapled Securities in any jurisdiction and is not a product disclosure statement or other

offering document under Australian law or any other law. Nothing in this document shall form the basis of any contract or commitment, or constitute legal or tax advice.

Persons who come into possession of this document who are not in Australia should seek advice on and observe any legal restrictions on distribution in their own

jurisdiction. Any failure to comply with such restrictions may constitute a violation of applicable securities law.

2

Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are

outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks)

MARKET UPDATE: MAJOR DEVELOPMENTS SINCE ASX LISTING

Centuria Metropolitan REIT (the Fund) has had an active period since listing on 10 December 2014

“Locked-in" low interest rates

• On 15 December 2014 the Fund entered into a five year interest rate swap to

hedge 100% of its drawn debt at IPO at an all in interest rate of approximately

4.1%

Leasing success at 9 Help Street, Chatswood

• The Fund has reached agreement with CH2MHill Pty Ltd to extend its lease over

its core premises of 1,815 sqm for three years to 31 March 2019 (previous expiry

31 March 2016)

• As part of the agreement CH2MHill have surrendered 1,102 sqm of surplus

space, a portion of which (588 sqm) has since been leased to a division of Lend

Lease for use as project space

• These transactions have increased the building's weighted average lease expiry

(WALE) from 1.7 years at ASX listing to 1.9 years as at 31 March 2015

Lodgement of draft master plan and new independent valuation at

3 Carlingford Road, Epping:

• The Fund, together with the owners of certain properties surrounding 3

Carlingford Road, lodged a draft master plan with Parramatta City Council to

pursue re-zoning and development approval at 3 Carlingford Road and certain

surrounding properties

• 3 Carlingford Road was independently revalued as at 31 March 2015, resulting

in a $4.5 million or 27% increase on prior book value

4 Forward-looking statements are by their very nature subject to uncertainties and contingencies, many of which are


MARKET UPDATE



1

2

3

3 Carlingford Road, Epping

MARKET UPDATE: RE-STATEMENT OF PDS FORECAST

• The Fund has entered into an agreement with CH2MHill to extend the lease over its core premises for three years to 31 March 2019

• As part of the agreement CH2MHill have surrendered 1,102 sqm of surplus space in return for partial upfront payment to the Fund

• This upfront payment from CH2MHill has had the effect of bringing forward into FY15, earnings that would previously have been

recognised in FY16

• The Fund has also entered into a lease agreement with a division of Lend Lease over a portion of the surrendered space (588 sqm),

which has offset the impact of a marginal discount given to CH2MHill for early prepayment

• The CH2M Hill transaction is earnings neutral for the Fund, noting the Fund has:

– recognised and received cash earlier than previously forecast; and

– increased the amount of time it has to lease the vacated area creating potential to increase earnings compared to the original

PDS

• The Fund's re-stated PDS forecast over FY15 and FY16 (Forecast Period) is shown below(1):

(1) The re-stated PDS forecast does not include the impact of the Acquisitions and Entitlement Offer.

(2) Distributable earnings reflects timing of actual ASX listing and Stapled Securityholder entitlement to income from 9 December 2014. FY15 distributable earnings reflects an 8.80%

annualised yield on IPO issue price, and is in-line with PDS forecast.



5

ACQUISITIONS & ENTITLEMENT OFFER


6



PDS forecast(2) FY15 FY16

Distributable earnings $7.0m(1) $12.9m

Distributable earnings per Stapled Security 9.8c(1) 18.0c

Adjusted forecast for CH2MHill surrender payment FY15 FY16

Net surrender payment impact +$0.4m ($0.5m)

Re-leasing space to a division of Lend Lease +$0.1m -

Net impact +$0.5m ($0.5m)

Re-stated Distributable Earnings $7.5m $12.4m

Re-stated Distributable Earnings per Stapled Security 10.5c 17.3c

ACQUISITIONS AND ENTITLEMENT OFFER: SUMMARY

The Fund seeks to provide investors with income returns and the potential for capital growth

Property acquisitions

• The Fund has entered into agreements to acquire four properties from three separate vendors (Acquisitions)(1)

• The total purchase price for the Acquisitions is $129.3 million, reflecting an initial yield of 8.5%(2) and a WALE of 4.5 years(3)

• The Acquisitions are in line with the Fund'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 are expected to settle prior to 30 June 2015

Entitlement Offer

• To partially fund the Acquisitions, the Fund is undertaking a fully underwritten 2 for 3 accelerated non-renounceable entitlement

offer to raise approximately $100 million at a fixed price of $2.10 per Stapled Security (the Entitlement Offer)

• New Stapled Securities will rank equally with existing Stapled Securities and will be fully entitled to the June 2015 quarterly

distribution

• Pro forma gearing is expected to be approximately 25%(4)

• The Fund is committed to maintaining a conservative capital structure, with a target gearing range of 25 – 35%

Financial forecast

• The Fund is forecasting a distribution for the quarter ending June 2015 of 4.16 cents per Stapled Security. If all Acquisitions

proceed, there will be no impact to this forecast as a result of the Entitlement Offer and Acquisitions

• The Fund is forecasting a 3.5% increase to distributable earnings in FY16(5)

Stapled Securityholder approval

• One of the properties (Grenfell Street, Adelaide) is being acquired from a related party of CPFL, and is subject to approval by

CMA Stapled Securityholders(6)

• The Entitlement Offer is not conditional on CMA Stapled Securityholder approval of the acquisition of Grenfell Street, Adelaide

(1) One of the four properties to be acquired by the Fund, Grenfell Street, Adelaide, is being

acquired from Centuria 131-139 Grenfell Street Fund, which is a related party of CPFL,

the responsible entity of CMA. Stapled Securityholder approval is required under ASX

Listing Rule 10.1 for this acquisition.



ACQUISITIONS AND ENTITLEMENT OFFER: PROPERTY DETAILS

The four properties to be acquired are independently valued at $129.3 million, reflecting an initial yield of 8.5% and are

located in the metropolitan markets of Adelaide, Canberra and the Gold Coast

Initial yield(2) Cap rate NLA(3) (sqm) WALE(4) (years) Occupancy(4)

60 Marcus Clarke Street, Canberra ACT 49.1 8.5% 8.3% 12,215 2.2 76.1%

35 Robina Town Centre Drive, Robina QLD 46.0 8.0% 7.8% 9,814 8.5 100.0%

131-139 Grenfell Street, Adelaide(5) SA 20.0 9.9% 9.1% 4,052 4.7 100.0%

54 Marcus Clarke Street, Canberra ACT 14.2 8.5% 10.0% 5,161 2.1 76.0%

Total 129.3 8.5% 8.4%

60 and 54 Marcus Clarke Street, Canberra

(1) As at 31 March 2015.

(2) As at 1 July 2015 excluding any acquisition costs.

(3) Net Lettable Area (NLA).

(4) By area.

(5) Levels 5 – 9.




(3) By area.

(4) On completion of the Acquisitions and the Entitlement Offer.

(5) Assumes the completion of the Acquisitions. Based on restated PDS

forecast of 17.3 cents per Stapled Security as detailed on slide 5.

(6) See slide 21 for more information. 7

Independent valuation ($m)(1) Property State

31,241 4.5 86.7%


8

1

2

3

4

ACQUISITIONS AND ENTITLEMENT OFFER: TRANSACTION

The Acquisitions are in line with the Fund's objectives and have strong strategic rationale

Quality properties acquired with significant future upside

• Acquisitions create a broader platform for future income and capital growth

• Acquisitions provide a complementary mixture of income streams from long leases to high quality tenants and the potential

to add value by leasing vacant space and addressing upcoming expiries

Improves portfolio scale and diversification

• The value of the Fund's property portfolio will increase from $187 million at 31 March 2015 to $317 million(1) reflecting a

c.70% increase

• Further diversifies the Fund's asset base

• Tenant diversification also improves, with the top 10 tenants accounting for approximately 60% of total gross income and

tenant quality is maintained across major organisations, listed corporates and state government departments

Solid financial metrics

• The Acquisitions and Entitlement Offer provide a solid base from which to grow distributable earnings and distributions

• The Fund's strong and conservative balance sheet is maintained with pro forma gearing on completion of the Acquisitions

and Entitlement Offer of approximately 25% being at the low end of the target range

Enhanced scale and liquidity

• The Fund's market capitalisation is expected to increase from $155 million(2) to $255 million(3)

• Expected increased liquidity and market capitalisation improves the Fund's eligibility for future inclusion in the ASX300 Index

(1) Based on the most recent independent valuations.

(2) Based on the price of existing Stapled Securities as at close on 28 April 2015 of $2.17.

(3) Based on the price of existing Stapled Securities as at close on 28 April 2015 of $2.17 and the $2.10 issue price for new Stapled Securities under the Entitlement Offer (New Stapled

Securities).



ACQUISITIONS AND ENTITLEMENT OFFER: FINANCIAL IMPACT

The Fund is forecasting a 3.5% increase to distributable earnings in FY16

• The acquisitions are accretive to distributable earnings

from settlement

• FY16 forecast distributable earnings equate to a yield of

8.5% on the issue price for the New Stapled Securities

• FY16 forecast distributions equate to a yield of 8.1% on

the issue price for the New Stapled Securities

• New Stapled Securities will rank equally with existing

Stapled Securities and will be fully entitled to the

forecast June 2015 quarterly distribution of 4.16 cents

per Stapled Security

• The Fund's pro forma NTA as at 31 March 2015 is $1.93

• Pro forma gearing of approximately 25% remains at the

low end of the Fund's target range of 25 – 35%

(1) Restated forecast of 17.3 cents per Stapled Security as outlined on slide 4.

(2) If Stapled Securityholders vote against the Grenfell Street acquisition, the Fund forecast distributable earnings to be approximately 17.1 cents, distributions to be approximately 16.2 cents

and gearing would reduce to approximately 19%.

(3) Pro forma as at 31 March 2015. NTA excluding the Acquisitions and Entitlement Offer as at 31 March 2015 is $1.97.

(4) Based on the price of Stapled Securities as at close on 28 April 2015 of $2.17 the market capitalisation of the Fund was $155 million.

(5) Based on the price of Stapled Securities as at close on 28 April 2015 of $2.17 and the $2.10 issue price for New Stapled Securities.

(6) CPFL has obtained a credit and pricing approved terms sheet from National Australia Bank Limited to increase the facility limit of the Fund's existing debt facility by approximately $40

million.

(7) c.60% represents the proportion of debt hedged if no new interest rate swaps are entered into. The Fund intends to enter into appropriate interest rate swaps post settlement of the

Acquisitions.



RATIONALE

1

2

3

4

Key financial metrics

FY16 forecast distributable earnings

(cents per Stapled Security)

FY16 forecast distributions

(cents per Stapled Security)

NTA per Stapled Security

Market capitalisation

Proportion of debt hedged

PDS(1) Pro forma(2)

17.3 17.9

17.0 17.0

$1.91 $1.93 (3)

$143m(4) $255m(5)

100% c.60%(7)

Key debt metrics PDS Pro forma

Debt facility limit $55m $95m

Drawn debt(6) $48m $82m

Headroom $7m $13m

Gearing 25% 25%

10

ACQUISITIONS AND ENTITLEMENT OFFER: PORTFOLIO IMPACT

The Acquisitions will significantly increase the size of the Fund’s asset base and provide greater geographic diversification

• The Acquisitions:

– have an independent valuation of $129.3 million

and are diversified across metropolitan markets of

Adelaide, Canberra and South East Queensland

– are expected to settle prior to 30 June 2015

Initial Yield(3) 8.7% 8.6%

Geographic diversification impact(4) Asset type diversification impact(4)

18%

30%

70%

82%

Office Industrial

(3) Based on first 12 months Net Property Income (NPI) from 1 July 2015.

(4) By Independent Valuation.



ACQUISITIONS AND ENTITLEMENT OFFER: PORTFOLIO IMPACT

The Acquisitions will maintain the Fund’s strong tenant profile while reducing near term lease expiries

• The Acquisitions provide a complementary mixture of income streams from long leases and the potential to add value by leasing

vacant space and addressing upcoming expiries

• Lease expiries are expected to reduce for FY15 and FY16 compared to PDS forecasts

– FY15 lease expiries are expected to reduce by 0.5%

– FY16 lease expiries are expected to reduce by 5.0%

• Tenant diversification also improves, with the top 10 tenants accounting for approximately 60% of total gross income and tenant

quality is maintained across major organisations, listed corporates and state government departments

Pro forma tenant diversification(2)

Austar Entertainment Pty Ltd

BlueScope Steel Limited

Minister for Infrastructure

Cochlear Ltd

Minister for Transport & Infrastructure

CSC Australia Pty Ltd

Royal District Nursing Service

CH2M Hill Australia

Evans & Peck Pty Ltd

Lend Lease Engineering Pty Ltd

(1) By area.

(2) Based on gross income.



14%

34%

20% 57%

32%

QLD ACT SA

13%

30%

NSW

(1) As at 31 March 2015.

(2) By area.

Lease expiry profile(1)

62.9%

13.9%

70%

60%

50%

40%

30%

20%

10%

0%

4.7%

Vacant

5.2%

1.4%

FY15 FY16 FY17

4.8%

FY18

7.2%

FY19 FY20+

12.8%

10.2%

7.1%

6.2%

5.5%

5.2%

4.5%

2.9%

2.8%

2.4%

New Tenant

Key portfolio metrics At 31 March 15 Pro forma(1)

Number of Properties 8 12

Portfolio independent valuation $187.4m $316.6m

Net lettable area (NLA) 69,844 sqm 101,085 sqm

WALE(2) 5.3 years 5.0 years

Occupancy 99.1% 95.3%

Capitalisation rate 8.9% 8.7%

PROPERTY DETAILS: 60 MARCUS CLARKE STREET, CANBERRA, ACT

• Also known as the "St George Bank Building" it is adjacent to 54 Marcus Clarke Street.

• 13 levels of multi-tenanted accommodation including a ground floor with 5 retail tenancies and

133 car spaces on site

• An extensive capital expenditure programme in recent years includes recent lift upgrades and major air conditioning plant replacement

• Asset strategy: Complete minor cosmetic refurbishments over the near-to-medium term to

modernise the building and enhance its already strong appeal to the private sector. Lease

current vacant space and retain existing tenants. Explore potential to further develop the under-

utilised rear car park.

Lease expiry profile (by NLA)

100%

75%

50%

23.9% 25%

0.0% 0%

Vacant FY15

Summary of major tenants

Tenant

St George Bank

Aecom Australia




21.1%

FY20+

Option

n.a.

1 x 5 years

30.2%

FY17

Expiry

Oct-20

Aug-16

PROPERTY DETAILS





Review

type

Market

review

3.75% fixed

7.8%

FY16

NLA

(sqm)

1,322

1,358

12.7% 4.3%

FY18 FY19

Gross % of gross

income income

$0.7m 15.3%

$0.7m 14.0%

Property information

Property type Office

Purchase price $49.1m

Independent valuation $49.1m

Net operating income $4.2m

Capitalisation rate 8.3%

Initial yield 8.5%1

Site area (sqm) 3,847

NLA (sqm) 12,215

Occupancy (by NLA) 76.1%

WALE (by NLA) 2.2

Building constructed 1988

Latest refurbishment 2015

PROPERTY DETAILS: 35 ROBINA TOWN CENTRE DRIVE, ROBINA, QLD

• Modern commercial office tower fully occupied by Foxtel, with 6 levels of office accommodation and average floorplates of 1,600 sqm

• The property has 268 above and below ground parking spaces

• Positioned directly opposite Robina Town Centre, the third largest shopping centre in

Queensland and is located close to Bond University, the property is ideally located in the

commercial precinct

• Asset strategy: Benefit from net lease to strong tenant (Foxtel) until 2023 with minimum rental

growth of 3% per annum. Long-term options include renewing Foxtel lease, introducing new

tenant(s) to the building, or exploring alternative uses for the site consistent with planning regime

(retail, residential, expanded commercial offering).


100%

75%

50%

25%

0.0% 0.0% 0.0% 0.0% 0%

Vacant FY15 FY16 FY17


Tenant

Austar Entertainment

Pty Ltd


(2) Market review in September 2021. 15



PROPERTY DETAILS: 131-139 GRENFELL STREET(1), ADELAIDE, SA

• Built in 2009, the property is located in the core of the Adelaide CBD

• The building is strata titled with the Fund acquiring levels 5 – 9 comprising of 4,052 sqm of high

quality office space together with 10 secure car parks and a dedicated commercial lobby

• Within walking distance to Rundle Mall, Rundle Street and overlooking the amenity provided by Hindmarsh Square, the property is ideally located for both private sector and government tenants

• The property is Fully leased to the South Australian Government (Minister for Infrastructure) on a

10 year lease (4.7 years remaining) with a further 5 year option

• Asset strategy: Benefit from lease to South Australian Government with 4.7 years remaining and

4% fixed rent reviews. Medium-term options include renewing the South Australian Government

lease or introducing new tenant(s).


100%

75%

50%

25%

0.0% 0.0% 0.0% 0.0% 0%

Vacant FY15 FY16 FY17


Tenant

Minister for

Infrastructure

(1) Levels 5 – 9.




Expiry

Nov-19

0.0% 0.0%

FY18 FY19

Gross % of gross

income income

$2.3m 100%

NLA

(sqm)

4,052

Review

type

4.00% fixed

100.0%

FY20+

Option

1 x 5 years

Review NLA

type (sqm)

CPI(2) 9,814

0.0% 0.0%

FY18 FY19

Gross % of gross

income income

$4.2m 100.0%

Expiry

Sep-23

100.0%

FY20+

Option

1 x 5 years

16







Initial yield 8.0%1


NLA (sqm) 9,814


WALE (by NLA) 8.5









Initial yield 9.9%2


NLA (sqm) 4,052


WALE (by NLA) 4.7


Latest refurbishment n.a.

PROPERTY DETAILS: 54 MARCUS CLARKE STREET, CANBERRA, ACT

• A multi-tenanted building in the Western Core of Canberra’s CBD with nine levels of office

accommodation, ground floor retail, a two–storey podium to Rudd Street and one level of

basement car parking

• Major capital expenditure works have included lift and chiller upgrades together with

refurbishments to some common area amenities

• Located directly opposite ANU and within walking distance to three major Federal Government

headquarters including Department of Education, Australian Taxation Office and Department of

Infrastructure – desirable for tenants servicing these organisations

• Asset strategy: Complete minor cosmetic refurbishments over the near-to-medium term. Lease current vacant space and retain existing tenants. Potential future alternate use as student

accommodation.


100%

75%

50%

24.0% 25%

0.0% 0%

Vacant FY15


Review NLA

type (sqm)

Hays Specialists 4.00%

Recruitment fixed

Hudson Global 4.00%

Resources fixed




33.5%

FY17

Expiry

Sep-16

Mar-20

624

322

ENTITLEMENT OFFER


35 Robina Town Centre Drive, Robina



5.8%

FY16

15.2%

FY20+

Option

n.a.

n.a.

17.6%

3.8%

FY18 FY19

Gross % of gross

income income

$0.3m 18%

$0.2m 8%

Tenant







Initial yield 8.5%1


NLA (sqm) 5,161


WALE (by NLA) 2.1



ENTITLEMENT OFFER: SUMMARY

The Acquisitions will be partly funded by a $100 million (2 for 3) non-renounceable Entitlement Offer

• The non-renounceable Entitlement Offer is fully underwritten at a fixed price of $2.10 per Stapled Security, representing:

– FY16 distributable earnings yield of 8.5%

– FY16 distribution yield of 8.1%

• New Stapled Securities will rank equally with existing Stapled Securities and will be fully entitled to the June 2015 quarterly

distribution

• Retail investors will be able to apply for additional New Stapled Securities(1)

• UBS AG, Australia Branch is acting as sole financial advisor, sole bookrunner and underwriter on the Entitlement Offer

– National Australia Bank Limited is acting as Co-lead manager on the Entitlement Offer

– Henry Davis York is acting as legal advisor

• Centuria Capital Limited and its institutional associates, the Fund’s largest Stapled Securityholders, with approximately 16% of CMA

Stapled Securities on issue, have committed to take-up their full entitlement under the Entitlement Offer amounting to approximately

$16 million

Pricing metrics

5 day VWAP of CMA Stapled Securities on 28 April 2015 $2.18 3.8%

Sources and uses of funds

Sources of funds Uses of funds

Entitlement Offer proceeds $100.0 million Property acquisitions $129.3 million

Additional debt(2) and existing cash $40.2 million Transaction costs(3) $10.9 million

Total sources $140.2 million Total uses $140.2 million

(1) Retail investors will be able to apply for additional New Stapled Securities beyond their entitlement (to the extent other Stapled Securityholders do not take up their full entitlement) up to one (1) times their full

entitlement. The allocation of additional New Stapled Securities will be at the discretion of CPFL and subject to scale back.

(2) CPFL has obtained a credit and pricing approved terms sheet from National Australia Bank Limited to increase the facility limit of the Fund's existing debt facility by approximately $40 million.

(3) Transaction costs include stamp duty, due diligence costs, equity raising fees advisory and other transaction costs.



ENTITLEMENT OFFER: INDICATIVE TIMETABLE

Key event Date1

Trading halt, Institutional Entitlement Offer and Bookbuild opens 10.00am, Wednesday, 29 April 2015

Institutional Entitlement Offer and Bookbuild closes 5.00pm, Wednesday, 29 April 2015

Trading of Stapled Securities recommences on ASX on an ‘ex-entitlement’ basis Thursday, 30 April 2015


Retail Entitlement Offer Booklet is despatched and Retail Entitlement Offer opens Thursday, 7 May 2015

Last date for receipt of Early Retail Entitlement Offer applications

Settlement of New Stapled Securities issued under the Institutional Entitlement Offer and Early


Allotment and normal trading of New Stapled Securities issued under the Institutional

Entitlement Offer and Early Retail Entitlement Offer

Retail Entitlement Offer closes

Allotment of remaining New Stapled Securities issued under the Retail Entitlement Offer Friday, 29 May 2015

Normal trading of remaining New Stapled Securities issued under the Retail Entitlement Offer Monday, 1 June 2015

(1) 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

20



19

5.00pm, Wednesday, 13 May 2015


Friday, 15 May 2015

5.00pm, Thursday, 21 May 2015

Entitlement Offer pricing metrics Price / VWAP Discount

Closing price of CMA Stapled Securities on 28 April 2015 $2.17 3.2%

GRENFELL STREET, ADELAIDE: APPROVAL

Stapled Securityholder approval is required to acquire Grenfell Street, Adelaide

The Fund is acquiring Grenfell Street, Adelaide from Centuria 131-139 Grenfell

Street Fund, which is a related party of CPFL, the responsible entity of CMA.

Stapled Securityholder approval is required under ASX Listing Rule 10.1

– Stapled Securityholder approval is not required for the acquisition of the three

other properties, as they are being acquired from vendors not related to CPFL

– The Entitlement Offer is not conditional on Stapled Securityholder approval of

the acquisition of Grenfell Street

An ordinary resolution (more than 50% threshold) is required to approve the

acquisition of Grenfell Street, Adelaide. CPFL and its associates are not able to

vote their Stapled Securities

In the event that the acquisition of Grenfell Street, Adelaide is not approved by

Stapled Securityholders

– the Fund will draw upon less debt and pro forma gearing would reduce to

approximately 19%. The Fund would maintain the debt capacity for future

acquisition opportunities

– FY16 forecast distributable earnings would fall by approximately 5% to 17.1

cents per Stapled Security and distributions would fall by approximately 5% to

16.2 cents per Stapled Security(1)

The meeting of Stapled Securityholders is expected to occur on or around 4 June

2015

(1) Assumes a consistent payout ratio to current FY16 forecast.



CONCLUSION





•

•

•

•

131-139 Grenfell Street, Adelaide

CONCLUSION

CMA continues to offer investors strong financial metrics with an attractive quarterly distribution, a

conservative capital structure, low gearing and the potential for capital growth

The Acquisitions are in line with the Fund'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 are accretive to distributable earnings from settlement and the Fund is forecasting

FY16 distributable earnings of 17.9 cents per Stapled Security which reflects an 8.5% yield on the

issue price and represents a 3.5% increase on PDS1 guidance

The Entitlement Offer provides an opportunity for all CMA Stapled Securityholders to participate in the

transaction and the continued growth of the Fund

Expected increased liquidity and market capitalisation improves the Fund's eligibility for future

ASX300 Index inclusion

(1) Restated forecast of 17.3 cents per Stapled Security as outlined on slide 5



APPENDIX A PRO FORMA PROPERTY PORTFOLIO



PROPERTY PORTFOLIO POST ACQUISITIONS

Property State Type

New acquisitions

60 Marcus Clarke Street, Canberra ACT Office

35 Robina Town Centre Drive, Robina QLD Office

131-139 Grenfell Street, Adelaide(4) SA Office

54 Marcus Clarke Street, Canberra ACT Office

New acquisitions sub-total

Existing portfolio

14 Mars Road, Lane Cove NSW Industrial

149 Kerry Road, Archerfield QLD Industrial

13 Ferndell Street, Granville NSW Industrial

9 Help Street, Chatswood NSW Office

555 Coronation Drive, Brisbane QLD Office

1 Richmond Road, Keswick SA Office

3 Carlingford Road, Epping NSW Office

44 Hampden Road, Artarmon NSW Office

Existing portfolio sub-total

Grand total

(1) Based on most recent valuations.


(3) As at 31 March 2015, by area.

(4) Levels 5 – 9.



Independent Initial Cap NLA WALE(3) valuation ($m)(1) yield(2) rate (sqm) (years)

49.1 8.5% 8.3% 12,215 2.2

46.0 8.0% 7.8% 9,814 8.5

20.0 9.9% 9.1% 4,052 4.7

14.2 8.5% 10.0% 5,161 2.1

129.3 8.6% 8.4% 31,241 4.5

18.5 9.9% 9.3% 10,601 6.8

22.2 8.2% 8.0% 13,774 9.8

16.4 8.7% 8.3% 15,301 5.0

43.0 6.9% 8.5% 9,401 1.9

33.8 9.6% 8.8% 5,591 3.5

25.2 9.9% 10.0% 8,135 3.8

21.0 8.7% 9.5% 4,702 2.8

7.3 9.4% 9.0% 2,339 2.4

187.4 8.7% 8.9% 69,844 5.3

316.6 8.6% 8.7% 101,085 5.0

APPENDIX B KEY ASSUMPTIONS



Occupancy(3)

76.1%

100.0%

100.0%

76.0%

86.7%

100.0%

100.0%

100.0%

94.5%

100.0%

100.0%

98.3%

100.0%

99.1%

95.3%

25

Key best estimate specific assumptions include:

Gross property income and direct property expenses

Gross property income, direct property expenses and outgoings have been forecast on a

property by property basis based on existing leases and CPFL’s assumptions for future

occupancy rates, tenant retention and market rentals.

Gross property income is post all rent free or abatement incentives offered to tenants, other than

existing incentives adjusted for upon settlement. Where incentives are given, CPFL forecasts

that incentives apply to all tenants (new or existing) and that incentives are split between

abatements (25-85%) and the reimbursement of fitout costs (15-75%).

Reletting and vacancy

Letting up periods, retention rates, lease incentives and leasing commissions have been forecast

on a property by property basis. Key assumptions for office tenants include:

• Renewal probability: 50 - 75%

• Letting up periods: 9 – 12 months

• Lease incentives: 20 – 30%

• Leasing commissions: 6.5 – 24.4% (5 year term)

Capital expenditure

Capital expenditure forecasts are based on reports provided by independent consultants, with

additional allowances made where considered appropriate by CPFL.

Rental guarantee

The vendor of 60 Marcus Clarke Street, Canberra has provided the Fund with a rental guarantee

in respect of 1,331 square metres of space and 12 car parks. The rental guarantee is from

settlement to 31 January 2016. The Fund's letting up assumption on this asset is consistent with

letting up periods across the portfolio. The rental guarantee is assumed to cover part of the

letting up period.

CPFL's fee

As responsible entity of the Fund, CPFL is entitled to a management fee of 0.55% of GAV.

CPFL's management fee as responsible entity will be calculated and paid monthly by the Fund.

Finance costs

The Fund's borrowings under its debt facilities are expected to incur an average interest rate of

4.0% for FY16.

Transaction costs

Transaction costs include stamp duty, property due diligence and other costs such as offer

management costs and advisor fees.

27

APPENDIX C KEY RISKS



KEY ASSUMPTIONS

Key best estimate general assumptions include:

• the Entitlement Offer completes and the Acquisitions settle by 30 June 2015;

• CPI of 2.75% from 30 June 2015 to 30 June 2016;

• no acquisitions or disposals of investment properties over FY16 (Forecast Period);

• no material contract disputes or litigation over the Forecast Period;

• no material change in the competitive operating environment during the Forecast Period;

• no significant change to the legislative regime and regulatory environment in the

jurisdictions in which the Fund operates during the Forecast Period;

• no significant change to the Fund's capital structure over the Forecast Period;

• no material change in credit markets;

• all existing leases are enforceable and are performed in accordance with their terms;

• no material changes to applicable Australian Accounting Standards, other than

mandatory professional reporting requirements and the Corporations Act during the

Forecast Period;

• no material changes to Australian income tax legislation; and

• no movement in the fair value of investment properties or other financial assets which

includes any mark to market movements in relation to any new interest rate swaps

entered into by the Fund. CPFL does not believe these movements can be reliably

forecast.



KEY RISKS

An investment in the Fund is subject to risks, both specific to the Fund and more general risks. Many of these risks are beyond the control of CPFL and if they were to

eventuate, may adversely affect the future performance of, or value of an investment in, the Fund. This section identifies a number of relevant and key risks associated

with an investment in the Fund. However it is not intended to be exhaustive.

Before making an investment decision, prospective investors should carefully consider the risks outlined below together with the other information in this document and

publicly available information on the Fund (such as that available on the websites of the Fund and the ASX). Prospective investors should have regard to their own

investment objectives, financial situation and needs before deciding making an investment decision.

Risks specific to an investment in the Fund

Rental income and Distribution risks

Distributions made by the Fund will be largely dependent on the rents received from tenants across the Fund's portfolio and expenses incurred during operations, which may be affected by a number of factors, including; overall economic conditions, the financial condition of tenants (including tenant arrears or default), ability to extend

leases or replace outgoing tenants with new tenants, increase in rental arrears and vacancy periods, reliance on a tenant which leases a material portion of the Fund's

portfolio, an increase in unrecoverable outgoings, and supply and demand in the property market. Any negative impact on rental income has the potential to decrease the value of the Fund and consequently have an adverse impact on distributions or the value of Stapled Securities or both.

Tenant concentration

Some of the properties in the Fund's portfolio are single tenanted, exposing the performance and value of each of those properties to the ability of those tenants to

continue to meet their obligations under the respective leases. In aggregate on completion of the Acquisitions, approximately 60% of gross income will be generated from ten tenants. Of the eight properties currently in the Fund's portfolio, three of these properties have a single tenant (two of the four properties being acquired are

also single tenanted). There is a risk that if one or more of the major tenants ceases to be a tenant, the Fund may not be able to find replacement tenants on lease terms that are at least as favourable as current terms. Should replacement tenants lease the property on less favourable terms this will result in a lower rental return to

the Fund and the overall performance of the Fund will be impacted.

The ability of CPFL to secure lease renewals or to obtain replacement tenants may also be influenced by any leasing incentives granted to prospective tenants and the supply of new industrial properties in the market, which, in turn, may increase the time required to let vacant space.

The forecasts included in this presentation assume all existing leases are performed in accordance with their terms. Failure to do so may cause the Fund’s distributions

and the value of its assets to be materially less than those assumed in the forecasts in this presentation.

Re-leasing and vacancy risks

There is a risk that expiring leases may not be renewed. This may result in a reduction in the Fund’s profits and distributions and a decline in the value of the assets of

the Fund.

Property market valuations

The ongoing value of the properties held by the Fund may fluctuate due to a number of factors. Those relevant to determining value include rental, occupancy levels

and Capitalisation Rates all of which may change for a variety of reasons including those set out above in respect of these particular risks. In addition, the value of

property is influenced by general property market conditions including supply and demand. Valuations represent only the analysis and opinion of qualified experts at a

certain point in time. There is no guarantee that a property will achieve a capital gain on its sale or that the value of the property will not fall as a result of the

assumptions on which the relevant valuations are based proving to be incorrect.

29



KEY RISKS


Property liquidity

Property assets are by their nature illiquid investments. The Fund may not be able to realise the assets within a short period of time or may not be able to realise assets

at valuation. This may affect the Fund’s NTA or Stapled Security price.

Capital expenditure

The forecast capital expenditure represents CPFL’s current best estimate of the associated costs in maintaining the Fund's portfolio. There is a risk that the required

capital expenditure exceeds the current forecasts which could lead to increased funding costs and impact distributions. In addition, any requirement for unforeseen

material capital expenditure on the properties could impact performance of the Fund.

Asset risk

Any property in the Fund's portfolio may be damaged or destroyed by flood, fire, earthquake or other disaster. Whilst CPFL will insure the properties in the Fund's

portfolio against such risks, insurance coverage may prove to be insufficient or not available in some circumstances.

Completion risk

CPFL has entered into agreements to acquire the new properties referred to in this document. Failure of a third party to comply with the agreements or the sale

contracts could result in a delay in, or failure to complete, the acquisition of the properties. The acquisition of the property at Grenfell Street, Adelaide is subject to

securityholder approval by ordinary resolution at a meeting of securityholders of the Fund under ASX listing rule 10.1. There is a risk approval may not be granted in

which case the Entitlement Offer but not the acquisition of the Grenfell Street property would proceed.

Reliance on third parties

CPFL may engage third party service providers in respect of a part or the whole of the property portfolio, being Centuria Property Services Pty Ltd or third parties

outside the Centuria Group. These services will be subject to contractual arrangements between Centuria and the relevant third parties.

Failure of a third party to discharge its responsibilities as agreed may adversely affect the management and financial performance of Centuria and therefore returns to

investors.

Funding

CPFL may fund future refinancing, capital expenditure and acquisitions from either debt or equity markets. Its ability to do so on favourable terms (including fees and

interest rate margin payable) will depend on a number of factors including general economic conditions, the state of debt and equity markets, as well as on the

reputation, performance and financial strength of the Fund. Changes to any of these underlying factors could lead to an increase in the cost of funding, limit the

availability of funding, as well as increasing the Fund’s refinancing risk for maturing debt facilities. A lack of funding on favourable terms could adversely affect the

Fund’s ability to acquire new properties and to fund capital expenditure.

Gearing

The Fund intends to utilise debt in the future where appropriate, including as a source of funding for the acquisitions of the new properties referred to in this document as well as future acquisitions. The Fund’s gearing is targeted to be 25% to 35%. On completion of the Entitlement Offer and settlement of the Acquisitions, gearing is

expected to be approximately 25%. Gearing is expected to be approximately 19% if the acquisition of Grenfell Street, Adelaide is not approved by Stapled

Securityholders. The level of gearing exposures the Fund to movements in interest rates and increases the Fund’s exposure to movements in the value of the Fund's portfolio. If the Fund’s gearing during the Forecast Period differs from that assumed in the forecast in this document, then distributions may also differ from the forecasts

in this document . Higher gearing over the term of the Fund's debt facilities may also give rise to refinancing risk as the facility approaches expiration.



KEY RISKS


Breach of covenants

A decline in rental income or the value of the Fund's portfolio may cause the Fund to breach covenants under its debt facilities.

A breach of debt facilities may result in the debt financier enforcing its security over the relevant assets of the Fund's portfolio . The financier may enforce repayment of

the facility, which could result in early sale of a property or properties in the Fund's portfolio at a price less than the optimal sale price, additional equity being required or

distributions being reduced or suspended to accelerate pay down of the debt facility.

Refinancing risks

The Fund’s ability to refinance or repay its debt facilities as they fall due will be impacted by market conditions, the financial status of the Fund and prevailing economic

conditions, including interest rates, at the time of maturity or refinancing. There is a risk that the Fund may be unable to repay or refinance its debt facilities upon maturity, resulting in the Fund having to raise further equity, dispose of assets for a lower market value than could otherwise have been realised, or enter into new debt

facilities on less favourable terms.

Interest Rates

Interest payable on the Fund's debt facility will depend on the interest rate which is comprised of a base interest rate plus interest rate margin. In order to reduce

exposure to the impact of moving interest rates, CPFL has entered into a five-year interest rate swap to hedge 100% of its drawn debt at listing of the Fund. CPFL will

target interest rate hedging of between 50% and 100% of drawn debt.

Derivatives

CPFL will use derivative instruments to hedge the Fund's exposure to interest rates. The mark-to-market valuation of derivative instruments could change quickly and

significantly. Such movements may have an adverse effect on the financial performance and financial position of the Fund.

Sector concentration

The Fund is invested in office or industrial properties in Australian metropolitan markets. As a result of this exposure, the Fund's performance depends, in part, upon the

performance of the Australian office or industrial metropolitan property markets themselves. In addition, if any of the sub-markets in Sydney, Brisbane, Adelaide or

Canberra experiences a downturn in activity, the Fund’s performance may be adversely impacted.

Reliance on Centuria

The Fund will be reliant on the management expertise, experience, support and strategies of the key executives of Centuria. As a result, the Fund’s performance

depends largely on the performance of those executives. As a consequence, loss of key personnel at Centuria could have an adverse impact on the management and performance of the Fund and therefore returns to Investors.

Environmental issues

Unforeseen environmental issues may affect any of the properties in the Fund's portfolio. These liabilities may be imposed irrespective of whether or not the Fund is

responsible for circumstances to which they relate. The Fund may also be required to remediate sites affected by environmental liabilities.

The cost of remediation of sites could be substantial. In addition, if the Fund is not able to remediate the site properly, this may adversely affect its ability to sell the

relevant property or to use it as collateral for future borrowings. Material expenditure may also be required to comply with new or more stringent environmental laws or

regulations introduced in the future, for example in relation to climate change.



KEY RISKS


Insurance

CPFL will ensure that insurance coverage is maintained in respect of each property within the Fund's portfolio (including insurance for destruction or damage to the

property and public risk liability) where that coverage is available on commercial terms. Insurance coverage will include differing levels of cover for material loss or

damage items such as accidental damage, flood and demolition and removal of debris. Some risks are not able to be insured at acceptable premiums. Examples of

losses that are generally not insured against include war or acts of terrorism and natural phenomena such as an earthquake or hurricane.

Any losses incurred due to uninsured risks, or a loss in excess of the insured amounts, may adversely affect the performance of the Fund, and could lead to a loss of

some of the capital invested by the Fund. Increases in insurance premiums may affect the performance of the Fund. Any failure by the company or companies providing

insurance (or any reinsurance) may adversely affect the Fund’s right of recovery under its insurance.

Insolvency

In the event of any liquidation or winding up of the Fund the claims of the Fund’s creditors will rank ahead of those of its Investors. Under such circumstances the Fund

will first repay or discharge all claims of its creditors. Any surplus assets will then be distributed to the Fund’s Investors. All Investors will rank equally in their claim and

will be entitled to an equal share per Stapled Security.

Development

Speculative development will not be undertaken within the Fund. However, in certain circumstances, the Fund may be exposed to development risk, resulting from the

refurbishment of properties or additions and extensions to properties. Property development carries a number of risks, including: issues surrounding planning and authority approvals, which can result in delays or require amendments both of which may result in increased costs, time delays and impact the commercial viability of

the development; delivery and contractual issues with building contractors; and unforeseen circumstances which cause project delays or increases to project costs.

A number of factors affect the earnings, cash flows and valuations of commercial property developments, including project costs, scheduled completion dates and

securing tenants at estimated rental income.

Occupational health and safety

There is a risk that liability arising from occupational health and safety matters at a property in the Fund's portfolio may be attributable to CPFL as the landlord instead

of, or as well as, the tenant. To the extent that any liabilities may be incurred by the Fund, this may impact upon the financial position and performance of the Fund (to the extent not covered by insurance). In addition, penalties may be imposed upon CPFL which may have an adverse impact on the Fund and/or CPFL.

Dilution

Investors who do not participate in the Entitlement Offer, or do not take up all of their entitlement under the Entitlement Offer, will have their investment in the Fund

diluted and receive no value for their entitlement. Investors may also have their investment in the Fund diluted by future capital raisings by CPFL on behalf of the Fund.

CPFL may issue new Stapled Securities to finance future acquisitions or pay down debt which may, under certain circumstances, dilute the value of an Investor's interest. CPFL will only raise equity if it believes that the benefit to Investors of acquiring the relevant assets or reducing gearing is greater than the short term detriment

caused by the potential dilution associated with a capital raising.

Disputes and litigation

In the ordinary course of its operations, the Fund may be involved in disputes and possible litigation. While the extent of any disputes and litigation cannot be

ascertained at this time, any such dispute may be costly and impact earnings or the value of the Fund’s assets.

32



KEY RISKS


Compliance

CPFL is subjected to strict regulatory and compliance arrangements under the Corporations Act and ASIC policy. If CPFL breaches the Corporations Act or the terms of

its Australian Financial Services Licence, ASIC may take action to suspend or revoke the licence, which in turn would adversely impact the ability of CPFL to operate

the Fund.

ASX listing

The Fund being listed on the ASX imposes various listing obligations with which the Fund must comply on an ongoing basis. While CPFL must comply with its listing

obligations, there can be no assurance that the requirements necessary to maintain the listing of the Fund will continue to be met or will remain unchanged.

General risks of an Investment in the Fund

General Investment

There are risks associated with any financial market investment. These include: There can be no assurance that Stapled Securities will trade at any particular price or

that any capital growth of the Fund's assets will lead to a higher trading price for Stapled Securities. Past performance of Stapled Securities provides no guidance as to

the future performance of Stapled Securities. The market price of Stapled Securities may be at a discount to the Fund’s NTA per Stapled Security and there can be no assurance that liquidity will be maintained in the market for the Stapled Securities as the number of buyers and sellers of Stapled Securities will vary. Changes in

liquidity may affect the price at which investors are able to sell their Stapled Securities. If CPFL issues new Stapled Securities in the Fund, an existing investor's proportional interest in the Fund may be reduced, if an Investor does not reinvest their distribution while a distribution reinvestment plan is operating, then their interest

in the Fund may be diluted and the market price of the Stapled Securities may be affected by factors unrelated to the operating performance of the Fund, such as those

referred to under the heading ‘Macro-economic risks’ below, investor sentiment, Australian and international financial market conditions, and the performance of other property businesses and assets. The security prices for many listed entities have in recent times been subject to wide fluctuations, which in many cases may be a

reflection of a diverse range of influences not specific to those listed entities.

Macro-economic

Changes in the general economic outlook both in Australia and globally may impact the performance of the Fund and its portfolio.

No guarantee of Distribution or capital return

Neither CPFL nor any other person gives a guarantee as to the amount of any income or capital return from the Stapled Securities or the performance of the Fund, nor

do they guarantee the repayment of capital from the Fund.

Taxation

There may be tax implications arising from applications for Stapled Securities, the receipt of distributions (if any) and returns of capital from the Fund, and on the disposal of Stapled Securities as well as the tax regime applicable to the Fund. The Fund or an investment in the Fund can also be subject to tax risks on the basis that

tax laws (including income tax, GST or stamp duty legislation) and relevant administrative practices are subject to change, possibly with retrospective effect. Taxation

law may change due to changes in legislation, case law in Australia, rulings and determinations issued by the tax authorities.

33



APPENDIX D OFFER JURISDICTIONS



OFFER JURISDICTIONS

International Offer restrictions

This document does not constitute an offer of Stapled Securities in any jurisdiction in which it would be unlawful. Stapled Securities may not be offered in any country

outside Australia except to the extent permitted below.

United States

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 Stapled 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.

Hong Kong

The contents of this document have not been reviewed or approved by any regulatory authority in Hong Kong. This document does not constitute an offer or invitation to

the public in Hong Kong to acquire Stapled Securities. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its

possession for the purposes of issue, this document or any advertisement, invitation or document relating to the Stapled Securities, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to the Stapled Securities which are

intended to be disposed of only to persons outside Hong Kong or only to “professional investors” (as such term is defined in the Securities and Futures Ordinance of Hong Kong (Cap. 571) (“SFO”) and the subsidiary legislation made thereunder); or in circumstances which do not result in this document being a “prospectus” as

defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32) (“CO”); or which do not constitute an offer or an invitation to

the public for the purposes of the SFO or the CO. The offer of the Stapled Securities is personal to the person to whom this document has been delivered by or on behalf of the Fund, and a subscription for Stapled Securities will only be accepted from such person. No person to whom a copy of this document is issued may issue,

circulate or distribute this document in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

New Zealand

This document is not a prospectus or investment statement for the purpose of New Zealand law, and has not been registered, filed with or approved by any New

Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand). The Stapled Securities are not being offered or sold to the public in New Zealand, or allotted with a view to being offered for sale to the public in New Zealand. This document may not be distributed in New Zealand to any person, and no

person in New Zealand may accept a placement of Stapled Securities, other than:

• persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or

• persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a

minimum subscription price of at least NZ$500,000 for securities of the Fund (“initial securities”) in a single transaction before the allotment of such initial securities

and such allotment was not more than 18 months prior to the date of this document.

36



OFFER JURISDICTIONS

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. CPFL is not authorised or recognised by the MAS and the Stapled 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 Stapled Securities may not be circulated or distributed, nor may the Stapled 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 Stapled 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.

37



Glossary

Defined Term Meaning

Acquisitions Has the meaning given in the Investor

Presentation

Additional New Stapled Securities New Stapled Securities in excess of a Stapled

Securityholder's Entitlement

AEST Australian Eastern Standard Time

Application Monies Monies received from an applicant in respect of

their Application

Application An application for New Stapled Securities under

the Retail Entitlement Offer

ASIC Australian Securities & Investments Commission

ASX ASX Limited (ABN 98 008 624691) and, where

the context requires, the financial market that it

operates (i.e., the Australian Securities

Exchange)

ASX Announcement The announcement released to ASX on 29 April

2015 in relation to the Entitlement Offer and

annexed as Annexure A to this Retail Offer

Booklet

Corporations Act Corporations Act 2001 (Cth)

CPFL Centuria Property Funds Limited (ABN 11 086

553 639)

Distributable Earnings Net profit 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 diving

the Distributable Earnings per Stapled Security

by the Issue Price

Distribution The amount of income of the Fund payable to

Stapled Securityholders in accordance with the

constitutions of the Fund

Distribution Yield The rate of return derived by dividing the

Distribution per Stapled Security by the Issue

Price

Early Retail Acceptance Due Date 5.00pm (AEST), Wednesday, 13 May 2015

Early Retail Entitlement Offer Allotment Date Friday, 15 May 2015

Eligible Institutional Stapled Securityholder An Institutional Stapled Securityholder which has

been invited to participate in the Institutional

Entitlement Offer



Eligible Retail Stapled Securityholder A Stapled 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 benefit of a person in the

United States;

• is not an Institutional Stapled

Securityholder; and

• is eligible under all applicable securities

laws to receive an offer under the Retail

Entitlement Offer.

Eligible Stapled Securityholder An Eligible Institutional Stapled Securityholder or

an Eligible Retail Stapled Securityholder

Entitlement The entitlement to 2 New Stapled Securities for

every 3 Stapled Securities held on the Record

Date by Eligible Stapled Securityholders

Entitlement and Acceptance Form The Entitlement and Acceptance Form

accompanying this Retail Offer Booklet upon

which an Application can be made

Entitlement Offer The offer of New Stapled Securities under the

Institutional Entitlement Offer and the Retail

Entitlement Offer

Final Allotment Date Friday, 29 May 2015

Final Retail Closing Date 5.00pm (AEST), Thursday, 21 May 2015

Fund Centuria Metropolitan REIT, comprising Centuria

Metropolitan REIT No. 1 ARSN 124 364 718 and

Centuria Metropolitan REIT No. 2 ARSN 124 364

656

Ineligible Stapled Securityholder Neither an Eligible Institutional Stapled

Securityholder nor an Eligible Retail Stapled

Securityholder

Institutional Entitlement Offer The offer of New Stapled Securities to Eligible

Institutional Stapled Securityholders and

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 defined in ASIC Class Order

08/35; or

2 if outside Australia, to whom offers for issue of

Stapled Securities may lawfully be made

without the need for a lodged product

disclosure statement, prospectus or other

disclosure document or other lodgement,

registration, filing with or approval by a

governmental agency (other than one with

which CPFL is willing, in its absolute

discretion, to comply)



Institutional Stapled Securityholder A holder of Stapled Securities on the Record

Date who is an Institutional Investor

Investor Presentation The investor presentation dated 29 April 2015 in

relation to the Entitlement Offer and annexed as

Annexure B to this Retail Offer Booklet.

Issue Price The offer price per New Stapled Security, being

$2.10 per New Stapled Security

New Stapled Securities Stapled Securities offered under the Entitlement

Offer

Record Date 7.00pm (AEST) on Monday, 4 May 2015

Registry Computershare Investor Services Pty Limited

Retail Entitlement Offer The offer of New Stapled Securities to Eligible

Retail Stapled Securityholders, as described in

Section 1.3

Retail Offer Booklet This booklet dated 30 April 2015, 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

Stapled Security One unit in Centuria Metropolitan REIT No. 1

ARSN 124 364 718 stapled to one unit in

Centuria Metropolitan REIT No. 2 ARSN 124 364

656 and traded together as a stapled security on

ASX

Stapled Securityholder The registered holder of a Stapled Security

Underwriter UBS AG, Australia Branch (ABN 47 088 129 613)

Underwriting Agreement The underwriting agreement between CPFL and

the Underwriter dated 28 April 2015, as described

in section 4.9

US Person Has the meaning given under Regulation S in the

US Securities Act of 1933 as amended


Corporate Directory

Centuria Property Funds Limited (registered office)

Level 39, 100 Miller Street

North Sydney NSW 2060

Offer Information Line

1300 667 905 (toll free within Australia)

+61 3 9415 4079 (outside Australia)

Open between 8.30am and 5.30pm (AEST) Monday to Friday during the Retail Offer Period (Thursday, 7 May 2015 to Thursday, 21 May 2015)

Underwriter

UBS AG, Australia Branch

Level 16, Chifley Tower, 2 Chifley Square

Syndey NSW 2000

Legal Adviser

Henry Davis York

44 Martin Place

Sydney NSW 2000

Registry

Computershare Investor Services Pty Ltd

Yarra Falls, 452 Johnson Street

Abbotsford Vic 3067


Centuria Metropolitan REIT

Documents

Transcript of Centuria Metropolitan REIT