Centuria Industrial REIT : Notice of General Meeting and Proxy Form

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CENTURIA INDUSTRIAL REIT

NOTICE OF GENERAL MEETING OF SECURITYHOLDERS

Notice is hereby given that a general meeting of Securityholders (General Meeting) of the Centuria Industrial REIT ARSN 099 680 252 (CIP) will be held virtually on Thursday, 20 January 2022 at 10:30 am AEDT. This Notice of General Meeting is issued by Centuria Property Funds No. 2 Limited ACN 133 363 185 (CPF2L) in its capacity as responsible entity of CIP.

To minimise health risks created by the COVID-19 pandemic, CIP intends to hold the General Meeting virtually. Securityholders and their proxies or authorised representatives will be able to participate in the General Meeting online but will not be able to attend a physical meeting.

To join the General Meeting, visit:web.lumiagm.com/382650808

Information about the Resolution to be considered at the General Meeting is set out in the accompanying Explanatory Memorandum which forms part of this Notice of Meeting. Please see the "Voting Instructions" section of this Notice of General Meeting for instructions on how to vote.

Terms and abbreviations are defined in the Glossary at the end of this Notice of General Meeting and Explanatory Memorandum.

ITEM OF BUSINESS

RESOLUTION:	Approval under Listing Rule 7.4 to refresh CIP's 15% placement
	capacity under ASX Listing Rule 7.1

To consider, and if thought fit, to pass the following resolution as an ordinary resolution of CIP:

"That for the purposes of Listing Rule 7.4 and for all other purposes, Securityholders approve the issue of 78,947,369 Securities at an issue price of $3.80 per Security pursuant to the fully-underwritten institutional placement announced by CIP to the ASX on 23 September 2021 to raise $300 million as detailed in the Explanatory Memorandum accompanying this Notice of Meeting."

Voting Exclusion:

Pursuant to section 253E of the Corporations Act, CPF2L (the responsible entity of CIP) and its associates are not entitled to vote the Securities held by them if they have an interest in

the Resolution other than as a Securityholder. As far as CPF2L is aware, neither it nor any of its associates have an interest in the Resolution other than as a Securityholder.

CIP will disregard any votes cast in favour of the Resolution by or on behalf of:

1. a person who participated in the placement referred to;
2. a counterparty to the agreement being approved; and
3. an associate of the persons named above.

However, CIP need not disregard a vote cast in favour of the Resolution by:

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1. a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
2. the Chair of the General Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

VOTING INSTRUCTIONS

Voting entitlement

The Directors have determined that persons holding Securities in CIP at 7:00 pm on Tuesday, 18 January 2022 will, for the purposes of determining voting entitlements at the General Meeting, be taken to be the Securityholders of CIP.

How to vote

Securityholders may vote by attending the General Meeting online, by proxy or by authorised representative. Please refer to the information below on how Securityholders can participate in the Meeting.

Proxies and authorised representatives

A Securityholder who is entitled to attend and vote at the General Meeting has the right to appoint a proxy to attend and vote for them. Securityholders are strongly encouraged to complete a proxy form to appoint the Chair of the General Meeting (or other person) as their proxy and to provide specific instructions on how the Securityholder's vote is to be exercised on the Resolution. Your appointed proxy must follow your instructions. If a person other than the Chair is appointed as proxy, the proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the General Meeting. The proxy does not have to be a Securityholder of CIP.

Securityholders holding two or more Securities can appoint either one or two proxies. Where two proxies are appointed, the appointing Securityholder can specify the number of votes or the proportion of the Securityholder's votes they want each proxy to exercise. If no number or proportion is specified, each proxy may exercise half of the Securityholder's votes. Neither proxy may vote on a show of hands.

Corporate Securityholders must provide CIP with satisfactory evidence of the appointment of any corporate representative prior to the commencement of the General Meeting.

A proxy can be either an individual or a body corporate. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it:

1. appoints an individual as its corporate representative to exercise its powers at the General Meeting; and
2. provides CIP with satisfactory evidence of the appointment of its corporate representative prior to commencement of the General Meeting.

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The Chair of the General Meeting is deemed to be appointed to act as proxy in respect of a signed proxy that is returned and which does not contain the name of a proxy. In addition, if you direct your proxy how to vote and your nominated proxy does not attend the online General Meeting, or attends but does not vote on a poll on the Resolution, the Chair will act in place of the nominated proxy and vote in accordance with any instructions.

A proxy form and a reply paid envelope are enclosed with this Notice of Meeting.

If you wish to appoint two proxies, please obtain an additional form from the Registry or make a photocopy of the enclosed proxy form. To be effective, a duly completed proxy form and, if the proxy form is signed by the Securityholder's attorney, the power of attorney or other authority under which the proxy form is signed or a certified copy of the power of attorney or relevant authority must be received at the Registry at least 48 hours before the start of the General Meeting (being no later than 10.30 am (AEDT) on Tuesday, 18 January 2022).

Proxies may be returned to the Registry as follows:

Online:

https://www.votingonline.com.au/cipgmjan2022

By mail to:

GPO Box 3993, Sydney NSW 2001 (a reply paid envelope is enclosed)

By facsimile to:

[phone]

In person to:

Boardroom Pty Limited

Level 12, 225 George Street,

Sydney NSW 2000 Australia

By email to:

[e-mail]

Note: original or certified copies of powers of attorney or other authorities under which a proxy form is signed will not be accepted by email, facsimile or online. These documents must be sent by mail to the Registry or delivered in person.

Undirected proxies

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote by marking either "For", "Against" or "Abstain" against the Resolution on the proxy form. If you do not direct your proxy how to vote, you are authorising your proxy to vote as they decide, subject to any applicable voting exclusions.

If the Chair of the General Meeting is your proxy and the appointment directs the way the Chair is to vote, the Chair must vote on a poll and must vote as directed on the proxy form. However, if the Chair is your proxy and you do not direct the way the Chair is to vote, then by signing and returning the proxy form you will be expressly authorising the Chair to vote

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as he sees fit. The Chair intends to vote all available undirected proxies in favour of the Resolution.

Voting during the General Meeting

The General Meeting will be made accessible to Securityholders, their proxies and authorised representatives online and will include a facility for Securityholders, proxies and authorised representatives to vote and ask questions in relation to the business of the General Meeting.

Securityholders who wish to participate in the General Meeting online may do so:

1. From their computer, by entering the following URL into their browser:web.lumiagm.com/382650808; or
2. From their mobile device by either entering the following URL in their browser:web.lumiagm.com/382650808

If you choose to participate in the General Meeting online, you can log into the General Meeting by entering:

1. Your username, which is your Voter Access Code (VAC) located on your proxy form or Notice of Meeting email.
2. Your password, which is the postcode registered to your holding if you are an Australian Securityholder. Overseas Securityholders should refer to the Online Unitholders' Meeting Guide 2021 for their password details.
3. If you have been nominated as a third party proxy, please contact the Registry on 1800 182 257 or [phone].

Attending the General Meeting online enables Securityholders, proxies and authorised representatives to ask questions and cast direct votes at the appropriate times whilst the General Meeting is in progress.

We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the General Meeting. Online voting will be open between the commencement of the General Meeting at 10.30 am (AEDT) on Thursday, 20 January 2022 and the time at which the Chair announces the closure of voting.

The Online Unitholders' Meeting Guide 2021 enclosed with this Notice of Meeting provides further information on participating in the online General Meeting and voting.

Submitting questions

Securityholders are encouraged to submit questions in advance of the General Meeting to CIP. Questions must be submitted by emailing the Company Secretary at [e-mail] prior to the date of the General Meeting.

Securityholders will also have the opportunity to submit questions (in writing and orally) during the General Meeting in respect to the formal item of business, however it would be preferable for them to be submitted to CIP in advance of the General Meeting. In order to ask a question during the General Meeting, please follow the instructions in the Online Unitholders' Meeting Guide 2021 enclosed with this Notice of Meeting and from the Chair during the General Meeting.

The Chair will attempt to respond to the questions during the General Meeting. Securityholders are limited to a maximum of two questions each (including any submitted in advance of the General Meeting). The Chair will request prior to a Securityholder asking a question that they

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identify themselves (including the entity name of their Securityholding and the number of Securities they hold).

IMPORTANT NOTES

Quorum

CIP's constitution provides that two Securityholders present personally or by proxy, representative or attorney will be a quorum for the General Meeting.

Voting by poll

The vote on the Resolution will be conducted by way of a poll.

Required voting threshold

On a poll each Securityholder has one vote for each $1.00 of the value of the Units they hold.

The Resolution is an ordinary resolution and will be passed if more than 50% of the votes cast on the Resolution are in favour of it.

Technical difficulties

The Chair has discretion as to whether and how the General Meeting should proceed if a technical difficulty arises. In exercising this discretion, the Chair will have regard to the nature of the technical difficulty, the number of Securityholders impacted and the extent to which participation in the business of the General Meeting is affected.

Appointment of Chair

The Chairman of CPF2L, Mr Roger Dobson, is to be the Chair of the General Meeting. Failing him, another person appointed by the Board will act as Chair of the General Meeting.

By order of the Board of Directors of Centuria Property Funds No. 2 Limited.

Anna Kovarik

Company Secretary

13 December 2021

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