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1 7 May 2015 The Manager Company Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Dear Manager, Centuria Metropolitan REIT (ASX: CMA) - Despatch of Retail Offer Booklet Centuria Property Funds Limited as responsible entity of Centuria Metropolitan REIT confirms that the Retail Offer Booklet and personalised Entitlement and Acceptance Form in connection with the accelerated non-renounceable entitlement offer (Entitlement Offer) announced to the ASX on 29 April 2015 has been despatched to eligible retail stapled securityholders today. A copy of the Retail Offer Booklet despatched to eligible retail stapled securityholders is enclosed. Its content is identical to the copy of the Retail Offer Booklet provided to the ASX on 30 April 2015, notwithstanding slight formatting differences. Please refer to the Retail Offer Booklet for further information about the Entitlement Offer and eligibility. Yours sincerely Matthew Coy Company Secretary

2 Centuria Metropolitan REIT Retail Entitlement Offer Details of a 2 for 3 accelerated nonrenounceable 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 AFSL ) as Responsible Entity of Centuria Metropolitan REIT No. 1 (ARSN ) and Centuria Metropolitan REIT No. 2 (ARSN ) NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES Centuria Property Funds 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 (from within Australia) or (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).

3 Centuria Metropolitan REIT Content Section Page Chairman s Letter... 2 Key Dates... What Should You Do?...1 Section 1 - Overview of the offer... 3 Section 2 - How to Apply Eligible Retail Stapled Securityholders... 6 Section 3 - Taxation... 9 Section 4 - Important Information for Stapled Securityholders Annexure A ASX announcement Annexure B Investor Presentation Glossary Corporate Directory Centuria Metropolitan REIT

4 Important Notice This Retail Offer Booklet is issued by Centuria Property Funds Limited ABN AFSL (CPFL) as the responsible entity of Centuria Metropolitan REIT comprising Centuria Metropolitan REIT No. 1 ARSN and Centuria Metropolitan REIT No. 2 ARSN (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 or on the ASX's website 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

5 personal use only 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 debt 2 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 earnings 4. 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. For 1 As at 1 July 2015 excluding any acquisition costs. 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 Based on most recent valuations. 4 outside the control of CPFL. Please refer to Appendix B (Key Assumptions) and Appendix C (Key Risks) of the Investor Presentation.

6 Retail Entitlement Offer 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 Securities 5 ; 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 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 (from within Australia) or (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, Grenfell Street, Adelaide7, is being acquired from the Centuria 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 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 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 Levels 5-9

7 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 Centuria Property Funds Limited as Responsible Entity of the Centuria Metropolitan REIT 30 April 2015

8 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 Thursday, 30 April 2015 Entitlement Offer Record Date 7.00pm, Monday, 4 May 2015 Retail Entitlement Offer Booklet is despatched and Retail Entitlement Offer opens Thursday, 7 May 2015 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 Thursday, 14 May 2015 Friday, 15 May 2015 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 Friday, 29 May 2015 Monday, 1 June 2015 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 Centuria Metropolitan REIT

9 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 or on the ASX's website 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. 1 Centuria Metropolitan REIT

10 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 (from within Australia) or (from outside Australia) between 9am and 5pm (AEST), Monday to Friday during the Retail Offer Period (Thursday, 2015 to Thursday, 21 May 2015). For personal use only7 May 2 Centuria Metropolitan REIT

11 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 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 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 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. 3 Centuria Metropolitan REIT

12 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 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. 4 Centuria Metropolitan REIT

13 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. 5 Centuria Metropolitan REIT

14 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 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 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 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 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 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. 6 Centuria Metropolitan REIT

15 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 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 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 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. 7 Centuria Metropolitan REIT

16 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: Calls outside Australia: 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 (from within Australia) or (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. 8 Centuria Metropolitan REIT

17 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 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 9 Centuria Metropolitan REIT

18 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. 10 Centuria Metropolitan REIT

19 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 or by calling the Centuria Metropolitan REIT Offer Information Line on (from within Australia) or (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 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. 11 Centuria Metropolitan REIT

20 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. 12 Centuria Metropolitan REIT

21 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 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 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. 13 Centuria Metropolitan REIT

22 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. 14 Centuria Metropolitan REIT

23 Annexure A ASX announcement Centuria Metropolitan REIT

24 Australian Securities Exchange Company Announcements Platform Centuria Property Funds Limited 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 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 costs 3. 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 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. 4For personal use only 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 Grenfell Street Fund (ARSN ), 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.

25 Overview of the Acquisitions Property State Independent Initial Cap NLA 7 WALE valuation ($m) 5 yield 6 rate (sqm) (years) 8 Occupancy 9 60 Marcus Clarke Street, Canberra 35 Robina Town Centre Drive, Robina Grenfell Street, Adelaide Marcus Clarke Street, Canberra ACT QLD SA ACT % 8.0% 9.9% 10.0% 8.3% 7.8% 9.1% 10.0% 12,215 9,814 4,052 5, % 100.0% 100.0% 76.0% Total % 8.4% 31, % Financial impact 11 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 million 12 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 Grenfell Street Fund (ARSN ), which is a related party of CPFL. Stapled Securityholder approval is required to acquire this asset under ASX Listing Rule 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 Security 13. 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 issue 14 have committed to take up their full entitlement under the Entitlement Offer amounting to approximately $16 million As at 31 March 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.

26 Key Dates of the Entitlement Offer Key event Date 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 Staple Securities recommences on ASX on an 'ex-entitlement' basis. Thursday, 30 April 2015 Entitlement Offer Record Date 7.00pm, Monday, 4 May 2015 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 Thursday, 7 May pm, Wednesday, 13 May 2015 Thursday, 14 May 2015 Friday, 15 May 2015 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 Friday, 29 May 2015 Monday, 1 June 2015 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 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 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: Phone: nicholas.collishaw@centuria.com.au heather.romao@centuria.com.au

27 Kate Bailey Consultant BlueChip Communication Phone: / kate@bluechipcommunication.com.au 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.

28 Annexure B Investor Presentation Centuria Metropolitan REIT

29 Centuria Metropolitan REIT Market Update, Acquisitions & $100 million Entitlement Offer Centuria Property Funds 29 April DISCLAIMER Summary information This document has been issued by Centuria Property Funds Limited ABN AFSL No (CPFL) in its capacity as the responsible entity of Centuria Metropolitan REIT No. 1 ARSN and Centuria Metropolitan REIT No. 2 ARSN (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 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

30 MARKET UPDATE 3 MARKET UPDATE: MAJOR DEVELOPMENTS SINCE ASX LISTING Centuria Metropolitan REIT (the Fund) has had an active period since listing on 10 December 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% 2 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 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, Epping 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

31 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) : 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 (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 FY15 distributable earnings reflects an 8.80% annualised yield on IPO issue price, and is in-line with PDS forecast. 5 ACQUISITIONS & ENTITLEMENT OFFER 60 Marcus Clarke Street, Canberra 6

32 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 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. (2) As at 1 July 2015 excluding any acquisition costs. (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 ACQUISITIONS AND ENTITLEMENT OFFER: PROPERTY DETAILS The four properties to be acquired are independently valued at $129.3 million, reflecting an initial yield of 8.5% and are located in the metropolitan markets of Adelaide, Canberra and the Gold Coast Property State Independent valuation ($m) (1) Initial yield (2) Cap rate NLA (3) (sqm) WALE (4) (years) Occupancy (4) 60 Marcus Clarke Street, Canberra ACT % 8.3% 12, % 35 Robina Town Centre Drive, Robina QLD % 7.8% 9, % Grenfell Street, Adelaide (5) SA % 9.1% 4, % 54 Marcus Clarke Street, Canberra ACT % 10.0% 5, % Total % 8.4% 31, % 60 and 54 Marcus Clarke Street, Canberra (1) As at 31 March (2) As at 1 July 2015 excluding any acquisition costs. (3) Net Lettable Area (NLA). (4) By area. (5) Levels Marcus Clarke Street, Canberra 8

33 ACQUISITIONS AND ENTITLEMENT OFFER: TRANSACTION RATIONALE 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). 9 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 Key financial metrics FY16 forecast distributable earnings (cents per Stapled Security) FY16 forecast distributions (cents per Stapled Security) NTA per Stapled Security Market capitalisation PDS (1) Pro forma (2) $1.91 $1.93 (3) $143m (4) $255m (5) 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% Key debt metrics PDS Pro forma Debt facility limit $55m $95m Drawn debt (6) $48m $82m Headroom $7m $13m Gearing 25% 25% Proportion of debt hedged 100% c.60% (7) (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 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. 10

34 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 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% Initial Yield (3) 8.7% 8.6% Geographic diversification impact (4) Asset type diversification impact (4) 13% 14% 34% 30% 18% 30% 57% 20% 70% 32% 82% NSW QLD ACT SA Office Industrial (1) As at 31 March (3) Based on first 12 months Net Property Income (NPI) from 1 July (2) By area. (4) By Independent Valuation. 11 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 Lease expiry profile (1) Pro forma tenant diversification (2) 70% 60% 50% 62.9% Austar Entertainment Pty Ltd BlueScope Steel Limited Minister for Infrastructure Cochlear Ltd 12.8% 10.2% 7.1% 6.2% 40% Minister for Transport & Infrastructure 5.5% 30% 20% 13.9% CSC Australia Pty Ltd Royal District Nursing Service CH2M Hill Australia 5.2% 4.5% 2.9% 10% 0% 4.7% Vacant 5.2% 1.4% FY15 FY16 FY17 4.8% FY18 7.2% FY19 FY20+ Evans & Peck Pty Ltd Lend Lease Engineering Pty Ltd 2.8% 2.4% New Tenant (1) By area. (2) Based on gross income. 12

35 PROPERTY DETAILS 54 Marcus Clarke Street, Canberra 60 Marcus Clarke Street, Canberra 13 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 underutilised rear car park. Lease expiry profile (by NLA) 100% 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 % 50% 25% 0% 23.9% Vacant 0.0% FY15 Summary of major tenants Tenant St George Bank Aecom Australia Review type Market review 3.75% fixed 7.8% FY16 NLA (sqm) 1,322 1, % FY17 Expiry Oct-20 Aug % 4.3% FY18 FY19 Gross % of gross income income $0.7m 15.3% $0.7m 14.0% 21.1% FY20+ Option n.a. 1 x 5 years (1) As at 1 July 2015 excluding any acquisition costs. 14

36 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). Lease expiry profile (by NLA) 100% 100.0% Property information Property type Purchase price Office $46.0m 75% 50% Independent valuation $46.0m Net operating income $3.7m Capitalisation rate 7.8% 25% 0% 0.0% 0.0% 0.0% 0.0% Vacant FY15 FY16 FY17 0.0% 0.0% FY18 FY19 FY20+ Initial yield 8.0% 1 Site area (sqm) 6,760 NLA (sqm) 9,814 Occupancy (by NLA) 100.0% WALE (by NLA) 8.5 Building constructed 2001 Summary of major tenants Tenant Austar Entertainment Pty Ltd Review type NLA (sqm) CPI (2) 9,814 Expiry Sep-23 Gross % of gross income income $4.2m 100.0% Option 1 x 5 years Latest refurbishment 2015 (1) As at 1 July 2015 excluding any acquisition costs. (2) Market review in September PROPERTY DETAILS: 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). Lease expiry profile (by NLA) 100% 100.0% Property information Property type Purchase price Office $20.0m 75% 50% Independent valuation $20.0m Net operating income $2.0m Capitalisation rate 9.1% 25% 0% 0.0% 0.0% 0.0% 0.0% Vacant FY15 FY16 FY17 0.0% 0.0% FY18 FY19 FY20+ Initial yield 9.9% 2 Site area (sqm) 1,253 NLA (sqm) 4,052 Occupancy (by NLA) 100.0% WALE (by NLA) 4.7 Building constructed 2009 Summary of major tenants Tenant Minister for Infrastructure Review type 4.00% fixed NLA (sqm) 4,052 Expiry Nov-19 Gross % of gross income income $2.3m 100% Option 1 x 5 years Latest refurbishment n.a. (1) Levels 5 9. (2) As at 1 July 2015 excluding any acquisition costs. 16

37 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. Lease expiry profile (by NLA) 100% Property information Property type Office Purchase price $14.2m Independent valuation $14.2m Net operating income $1.2m Capitalisation rate 10.0% Initial yield 8.5% 1 Site area (sqm) 1,667 NLA (sqm) 5,161 Occupancy (by NLA) 76.0% WALE (by NLA) 2.1 Building constructed 1986 Latest refurbishment % 50% 25% 0% 24.0% Vacant 0.0% FY15 Summary of major tenants Tenant Review type Hays Specialists 4.00% Recruitment fixed Hudson Global 4.00% Resources fixed 5.8% FY16 NLA (sqm) % FY17 Expiry Sep-16 Mar % 3.8% FY18 FY19 Gross % of gross income income $0.3m 18% $0.2m 8% 15.2% FY20+ Option n.a. n.a. (1) As at 1 July 2015 excluding any acquisition costs. 17 ENTITLEMENT OFFER 60 Marcus Clarke Street, Canberra 35 Robina Town Centre Drive, Robina 18

38 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 Entitlement Offer pricing metrics Price / VWAP Discount Closing price of CMA Stapled Securities on 28 April 2015 $ % 5 day VWAP of CMA Stapled Securities on 28 April 2015 $ % 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. 19 ENTITLEMENT OFFER: INDICATIVE TIMETABLE Key event Date 1 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 Entitlement Offer Record Date 7.00pm, Monday, 4 May 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 Retail Entitlement Offer Allotment and normal trading of New Stapled Securities issued under the Institutional Entitlement Offer and Early Retail Entitlement Offer Retail Entitlement Offer closes 5.00pm, Wednesday, 13 May 2015 Thursday, 14 May 2015 Friday, 15 May pm, Thursday, 21 May 2015 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 20

39 GRENFELL STREET, ADELAIDE: APPROVAL Stapled Securityholder approval is required to acquire Grenfell Street, Adelaide The Fund is acquiring Grenfell Street, Adelaide from Centuria 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) Grenfell Street, Adelaide 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. 21 CONCLUSION 54 Marcus Clarke Street, Canberra 60 Marcus Clarke Street, Canberra 22

40 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 PDS 1 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 23 APPENDIX A PRO FORMA PROPERTY PORTFOLIO 24

41 PROPERTY PORTFOLIO POST ACQUISITIONS Property State Type New acquisitions 60 Marcus Clarke Street, Canberra ACT Office 35 Robina Town Centre Drive, Robina QLD Office Grenfell Street, Adelaide (4) SA Office 54 Marcus Clarke Street, Canberra ACT Office New acquisitions sub-total Independent Initial Cap NLA WALE (3) valuation ($m) (1) yield (2) rate (sqm) (years) % 8.3% 12, % 7.8% 9, % 9.1% 4, % 10.0% 5, % 8.4% 31, Occupancy (3) 76.1% 100.0% 100.0% 76.0% 86.7% 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 % 9.3% 10, % 8.0% 13, % 8.3% 15, % 8.5% 9, % 8.8% 5, % 10.0% 8, % 9.5% 4, % 9.0% 2, % 8.9% 69, % 100.0% 100.0% 94.5% 100.0% 100.0% 98.3% 100.0% 99.1% Grand total % 8.7% 101, % (1) Based on most recent valuations. (2) As at 1 July 2015 excluding any acquisition costs. (3) As at 31 March 2015, by area. (4) Levels APPENDIX B KEY ASSUMPTIONS 26

42 KEY ASSUMPTIONS Key best estimate general assumptions include: Key best estimate specific 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. 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: % (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 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 28

43 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 Risks specific to an investment in the Fund 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 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. 30

44 KEY RISKS Risks specific to an investment in the Fund 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. 31 KEY RISKS Risks specific to an investment in the Fund 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

45 KEY RISKS Risks specific to an investment in the Fund 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

46 APPENDIX D OFFER JURISDICTIONS 35 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

47 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