This Notice contains important information about the eligibility to participate in the Centuria Capital Group’s Entitlement Offer ("Offer") of new Centuria Capital Group Staple Securities and should be read carefully by Participants. This Notice deals expressly with the Financial Products of Centuria and restrictions attaching to Centuria’s Financial Products.

The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as a FOR Financial Product effective 03 July 2026.

What do I need to do and by when?

The Stapled Securities of CNI (CNIs Financial Products), which are scheduled to commence trading under ASX code CNI on 03 July 2026, are not permitted to be acquired at any time by, or for the account of or benefit of, any U.S. Person who is not a Qualified Purchaser (Excluded U.S. Investor) (annexed to this Notice is an excerpt of the definition of "Qualified Purchaser", “U.S. Person”, U.S. Securities Act”, "U.S. Investment Company Act" and “United States”). Any Excluded U.S. Investor will not be entitled to acquire any of CNI's Financial Products.

In order to ensure that foreign ownership restrictions can be monitored and that CNI’s Financial Products are not acquired by, or for the account of, or benefit of any Excluded U.S. Investor, ASX Settlement has agreed:

(a)          to classify CNI’s Financial Products as FOR Financial Products under the ASX Settlement Operating Rules and to include CNI’s Financial Products in Schedule 1 of the ASX Settlement Operating Rules Procedures; and

(b)         to implement certain additional procedures as contemplated in Guidance Note 13 of the ASX Settlement Operating Rules (Financial Products subject to Foreign Ownership Restrictions) in relation to CNI’s Financial Products.

The following conditions apply to CNI's Financial Products:

Foreign Person

A “Foreign Person” is an “Excluded U.S. Investor” as that term is defined in the attachment to this Bulletin.

Level of Foreign Ownership

The relevant Foreign Person ownership level is zero.

This means that no Excluded U.S. Investor, as that term is defined, may acquire CNI's Financial Products.

CNI, as Issuer of the Financial Products, has agreed to be bound by the additional obligations of an Issuer of FOR Financial Products under Rule 5.18 of the ASX Settlement Operating Rules.

CNI’s Financial Products are being offered and will be traded on the ASX market by U.S. Persons who are Qualified Purchasers in reliance on the exception from the definition of the term "investment company" provided by section 3(c)(7) of the U.S. Investment Company Act. The status of FOR Financial Products under the ASX Settlement Operating Rules will be applied to CNI’s Financial Products.

Where the holder is currently designated as "F", and wishes to hold CNI's Financial Products, but is not an Excluded U.S. Investor, a new holder record should be established for that holder designated as "D" for the purposes of holding CNI's Financial Products.

Where a holder is currently designated as "F" or "M", and is an Excluded U.S. Investor, that person cannot acquire and hold any of CNI's Financial Products.

Participants should liaise with clients intending to purchase or hold CNI’s Financial Products and make all necessary enquiries to ensure that those clients are not Excluded U.S. Investors, and that those clients who are Excluded U.S. Investors are made aware that they cannot acquire any of CNI's Financial Products. Failure to do so may result in client loss. Similarly, Participants may be liable for any failure to establish a new Holder Record designated as “D” or effect a change of residency indicator where it is necessary.

Foreign and Mixed Holdings

CNI's Financial Products cannot be acquired by an Excluded U.S. Investor in holdings designated as "F" or "M" under any circumstances, as they may be subject to divestment action by Centuria Capital Group as set out under the ASX Settlement Operating Rules.

Divestment Periods and Procedure

If the Foreign Ownership Percentage Level is breached, that is, if any Excluded U.S. Investor designated as “F” or “M” is registered as holding CNI’s Financial Products, CNI reserves the right, to the maximum extent permitted by law, to take divestment or forfeiture action in respect of those Financial Products.

Definitions of “Excluded U.S. Investor”, “Qualified Purchaser", “U.S. Person”, “U.S. Securities Act”, "U.S. Investment Company Act" and “United States”

An “Excluded U.S. Investor” means a holder of CNI’s Financial Products (or a person who seeks to be entered on the register as a holder of CNI’s Financial Products) who is a U.S. Person that is not a Qualified Purchaser or holds or will hold CNI’s Financial Products for the account or benefit of any U.S. Person who is not a Qualified Purchaser.

A “Qualified Purchaser” or “QP” is a person who is a "qualified purchaser" (as defined in Section 2(a)(51) of the US Investment Company Act.

A “U.S. Person” has the meaning given in Rule 902(k) of Regulation S under the U.S. Securities Act.

As at the date of this Notice:

1. “U.S. Person” means: 

• any natural person resident in the United States;
• any partnership or corporation organized or incorporated under the laws of the United States; ·
• any estate of which any executor or administrator is a U.S. Person;
• any trust of which any trustee is a U.S. Person;
• any agency or branch of a foreign entity located in the United States;
• any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
• any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
• any partnership or corporation if:

o   organised or incorporated under the laws of any foreign jurisdiction, and

o   formed by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organised or incorporated, and owned by accredited investors (as defined in the U.S. Securities Act) who are not natural persons, estates or trusts.

2. The following are not “U.S. Persons”:

• any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
• any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if:

o   an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and

o   the estate is governed by foreign law;

• any trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person;
• an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
• any agency or branch of a U.S. Person located outside the United States if:

o   the agency or branch operates for valid business reasons; and

o   the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

• the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended.

"U.S. Investment Company Act" means the U.S. Investment Company Act of 1940, as amended.

"United States" means the United States of America, its territories and possessions, any State of the United States and the district of Columbia.
 

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Equity Post Trade Operations

Contact information

Equity Post Trade Operations
1800 814 051
chesshelp@asx.com.au

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