GROWTHPOINT PROPERTIES AUSTRALIA — AGM Information 2011

Nov 23, 2011

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Growthpoint Properties Australia Annual General Meeting 24 November 2011

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Agenda

• 1 Chairman’s Address

• 2 Group Overview & Strategy Presentation

• 3 Combined Annual Report - Trust & Company

• 4 Voting on Resolutions

• 5 Close of Meeting

Presenter

Lyn Shaddock Independent Chairman

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Growthpoint Properties Australia

Chairman’s Address Lyn Shaddock Independent Chairman

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Growthpoint Properties Australia

Group Overview & Strategy Timothy Collyer Managing Director

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Overview of GOZ

Simple Structure

Key Investment Features

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A-REIT
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Market
Capitalisation
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Structure
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Investment
Mandate
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Investment
Philosophy
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• •GOZ listed on the Australian Securities Exchange (ASX)

• •Australian Real Estate Investment Trust

• A-REIT sector (S&P/ASX 300 Prop) – $62 billion

• •Approx. $566 million market capitalisation

• •GOZ + GOZN (rights offer) securities

• •GRT interest of 61%

• •Stapled entity, internally managed

• •Trust (owns the properties) + company (management business)

• •Securityholders own both, neither traded separately

• •Diversified – office, retail, industrial

• •Property investment, held for rental income

• •Not a developer, fund manager, lender

• 100% Australian assets

• •Pure landlord

• •Property held for rental income

• •Maximise distributions to securityholders, aim to increase share price over time

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Modern
Properties
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Long Leases
- No
Vacancies
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Rising
Income
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Quality
Tenants
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Attractive
Distribution
Yield
(FY2012)
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• •AUD $1.24 billion office & industrial properties

• •Average age of approx. 5 years

• •4 newly built “green” buildings purchased

• WALE – 8.8 years

• Occupancy - 100%

• Short term lease expiries – nil down from 6.5% of rent

• •Fixed annual rental increases – all leases to expiry

• •Range of increases – 2.5% to 4.0% p.a. & CPI

• •WARR – 3.0% p.a.

• Large public and private companies and government

• No tenant arrears or defaults

• Top 5 tenants – Woolworths, Coles Group, General Electric, Energex (QLD Govt) & SKM

• Distribution - 17.5 cents per stapled security guidance

• Attractive distribution yield – 9.0% on $1.94 security price

• Tax benefits – 100% tax deferred in FY2012

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 5

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Financial Position

Distributable Income

		FY2011 ($'000)
Property income		88,419
Property expenses		(9,217)
Net property income		79,202
Interest income		863
Other income		2,166
Total operating income		82,231
Borrowing costs		(41,465)
Operational and trust expenses		(4,244)
Total operating and trust expenses		(45,709)
Current tax expense		(115)
Distributable income		36,407
Distributions paid		36,480
Distribution per Security (cents)		17.1
Tax components	88% tax deffered
		12% tax free

Balance Sheet

Assets	JUNE 2011 ($'000)
Cash and cash equivalents	24,144
Investment properties	1,157,703
Other assets	8,263
Total assets	1,190,110
Liabilities
Borrowings	(667,242)
Ditributions payable	(20,669)
Other liabilities	(23,635)
Total liabilities	(711,546)
Net assets	478,564
Balance sheet gearing1
	56.1%
Balance sheet gearing as at 31 Aug 50.3%

1 Borrowing divided by total assets

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 6

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Property Portfolio

	TOP TEN TENANTS
		% OF
	TENANTS	PASSING
		RENT
	Woolworths Limited	37%
	GE Capital Fiannce Australasia	9%
	Coles Group Limited	6%
	Sinclair Knight Mertz	5%
	Energex Limited	5%
	Star Track Express	3%
	Tasmanian Government	2%
	Coffey International	2%
	Macmahon Corporation	2%
	Westpac Banking Corporation TOTAL	2% 73%

LEASE EXPIRY PROFILE - BY INCOME

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ASSET DIVERSIFICATION
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Sector
35%
65%
Industrial Office
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Geographic
2%
9%
6%
38%
11%
34%
VIC QLD SA NSW WA TAS
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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 7

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Comparative Returns

COMPARATIVERETURNS FOR YEAR ENDED 30 JUNE 2011

COMPARATIVE PRICE FROM AUGUST 2009

	COMPARATIVERETURNS FOR YEAR ENDED 30 JUNE 2011	COMPARATIVERETURNS FOR YEAR ENDED 30 JUNE 2011
Security Price ($/security)
	NOTES	ITEM SOURCE
	1	CASH RBA Cash Rate
	2	AUSTRALIAN BONDS Australian 10 year bond rate (average)
	3	A-REITS (LISTED PROPERTY) S&P/ASX 300 Prop Acc. Index - IRESS
	4	AUSTRALIAN SHARES S&P/ASX 300 Acc. Index - IRESS
	5	GOZ IRESS

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$2.20
$2.00
$1.80
$1.60
$1.40
$1.20
Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11
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GOZ S&P/ASX 300 A-REIT Index (Rebsed to GOZ)

Source: IRESS

1 Source: UBS, 19 September 2011

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 8

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Case Studies

Rabinov Property Trust Takeover

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Energex, Nundah, QLD

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• Friendly takeover of ASX listed A-REIT

• $184 million, 4 office buildings, 2 industrial properties

• Scrip for scrip, NTA to NTA transaction

• Passing property income yield 8.8%

• A-Grade office building of 12,900m[2] under construction

• End value $82.5 million

• 4.5 star NABERS & 5 star Green rating

• 82% of rental income – Energex & Powerlink (QLD Government)

• • WALE 13.7 years, leases with 3.5% annual rent increases

Key takeaways

Key takeaways

• Negotiations over extended period

• Use of scrip for an accretive deal with lower transaction costs

• Quality portfolio – General Electric, Tasmanian Govt, Westpac

• Extended debt facility, lower margin, additional lender in ANZ

• Strong relationship with Property Solutions Group reinforced through this second transaction

• Valuation upside: On-completion yield 7.75%, versus purchase yield of 8.25%

• Access to quality stock via a development with lower purchase costs

• Risks of development borne by developer not GOZ

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 9

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Strategy & Outlook

Strategy

Positive Outlook

• Maintain robust and proven strategy

• Internalised management

• 100% investment in Australia

• No funds management

• Not a developer

  • Continue to manage the portfolio to maximise income to securityholders

  • Keep attributes of 100% occupancy, long term WALE, quality tenants and a rising property rental income provides a secure cash flow to the Group

• Diversify property portfolio

• Returns from property sectors are different over time

• Tenant diversification - reduces risk of a concentrated tenant insolvency

  • Concentration on integration of RBV properties into GOZ and oversight of Energex Nundah

  • Review property acquisition opportunities where they meet GOZ’s strict investment criteria

  • Distribution guidance for FY2012 of 17.5 cps

• Drive distribution growth

• Transactions can be accretive to distributions and reduce the risks to the distribution profile

• Improvement to access to capital

• Free float increase / greater institutional investor interest and trading

• S & P / ASX Index inclusion

• Greater research coverage

• Capital markets for part of debt

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 10

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Growthpoint Properties Australia Combined Annual Report – Trust & Company

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Item 1: Financial Statements & Reports – Company & Trust

To receive and consider:

• a) The financial reports and the reports of the Directors and the auditors in respect of the Company for the financial year ended 30 June 2011; and

• b) The financial reports and the reports of the Directors and the auditors in respect of the Trust for the financial year ended 30 June 2011.

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 12

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Item 2: Remuneration Report – Company Only

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

“That the Remuneration Report of the Company (which forms part of the Directors’ Report) for the financial year ended 30 June 2011 be adopted.” The Remuneration Report is set out on pages 15 to 20 of the 2011 Annual Report.

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 13

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Item 2: Remuneration Report – Company Only Proxies Received

VOTE	VOTES	%
For	237,343,689	99.67
Against	636,009	0.27
Open	276,534	0.07
Abstain	219,517	N/A

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 14

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Item 3: Re-Election of Directors – Company Only

To consider and, if thought fit, to pass the following as separate ordinary resolutions:

• a) “That Mr Lyn Shaddock who was appointed a Director of 5 August 2009, retires under rule 11.1(d) of the Company’s constitution and, being eligible, offers himself for election, be elected as a Director of the Company”; and

• b) “That Mr Francois Marais who was appointed a Director of 5 August 2009, retires under rule 11.1(d) of the Company’s constitution and, being eligible, offers himself for election, be elected as a Director of the Company.”

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 15

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Item 3: Re-Election of Directors – Company Only

Proxies Received

Re-elect Lyn Shaddock

Re-elect Francois Marais

VOTE	VOTES	%
For	237,979,835	99.79
Against	75,510	0.03
Open	436,200	0.18
Abstain	68,654	N/A

VOTE	VOTES	%
For	237,959,057	99.78
Against	96,288	0.04
Open	436,200	0.18
Abstain	68,654	N/A

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 16

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Item 4: Increase in Aggregate Cap of Non-Executive Directors’ Remuneration – Company Only

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

“That, in accordance with rule 11.3(a) of the Company’s constitution, the maximum aggregate amount of remuneration which may be provided by the Company to all Directors for their services as Directors be increased by $300,000 to a maximum sum of $600,000 a year, with immediate effect.”

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 17

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Item 4: Increase in Aggregate Cap of Non-Executive Directors’ Remuneration – Company Only

Proxies Received

VOTE	VOTES	%
For	237,144,235	99.52
Against	985,156	0.41
Open	275,113	0.07
Abstain	98,023	N/A

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 18

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Item 5: Approval of Employee Incentive Plan – Company Only To consider and, if thought fit, pass the following as an ordinary resolution:

“That for all purposes including exception 9 to ASX Listing Rule 7.2 the Growthpoint Properties Australia Employee Incentive Plan (Plan), a summary of which is set out in the Explanatory Notes accompanying this Notice of meeting, is approved.”

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 19

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Item 5: Approval of Employee Incentive Plan – Company Only

Proxies Received

VOTE	VOTES	%
For	237,377,950	99.53
Against	692,381	0.29
Open	433,774	0.18
Abstain	56,094	N/A

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 20

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Item 6: Approval of Issue to Timothy Collyer (Managing Director) – Company Only

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

“That for all purposes the issue of Performance Rights to Timothy Collyer under the Employee Incentive Plan, in accordance with the rules of this Plan and on the terms summarised in the Explanatory Notes, is approved.”

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 21

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Item 6: Approval of Issue to Timothy Collyer (Managing Director) – Company Only

Proxies Received

VOTE	VOTES	%
For	237,112,362	99.44
Against	903,118	0.38
Open	435,699	0.18
Abstain	109,020	N/A

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Growthpoint Properties Australia | Annual General Meeting | 24 November 2011 | Page 22

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Growthpoint Properties Australia Voting on Resolutions

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Growthpoint Properties Australia Close of Meeting

Please join the Directors & Management for refreshments Visit the Group’s website at www.growthpoint.com.au

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Glossary & Disclaimer

A-IFRS	Australian International Financial Reporting Standards
A-REIT	Australian Real Estate Investment Trust
cps	cents per stapled security
dps	distributions per stapled security
Energex Nundah	the building to be constructed at 1231-1241 Sandgate Road, Nundah, Brisbane, Queensland (refer to the Rights
	Offer Booklet dated 21 June 2011 and to ASX announcements made on the same date for further details)
FY09	the 12 months ended 30 June 2009
FY10	the 12 months ended 30 June 2010
FY11	the 12 months ended 30 June 2011
FY12	the 12 months ending 30 June 2012
GOZ and Group	Growthpoint Properties Australia comprising Growthpoint Properties Australia Limited, Growthpoint Properties
	Australia Trust and their controlled entities
GRT	Growthpoint Properties Limited of South Africa (which hold 61.5% of GOZ)
Distributable Income	net profit excluding any adjustments for A-IFRS or other accounting standards/requirements
WALE	weighted average lease expiry
WARR	weighted average rent review
WACR	weighted average capitalisation rate
LTV	“loan to value ratio” as that term is defined in GOZ’s Syndicated Facility Agreement
ICR	“interest cover ratio” as that term is defined in GOZ’s Syndicated Facility Agreement

Every effort has been made to provide up-to-date, accurate and complete information in this presentation, however, neither the Group nor any of its related entities (as that term is defined in the Corporations Act 2001 (Cth)), employees, advisors, agents or other contributing authors warrant or represent that the information in this presentation is up-to-date, accurate or complete or that it is appropriate for any particular use. The information contained in this presentation provides factual information only and under no circumstances does it constitute personal financial advice. None of the authors, issuers or presenters of this presentation are licensed to provide financial product advice. Users of this information should obtain, and rely on, advice sourced from their own independent financial, tax, legal and other advisers and obtain a product disclosure statement (if relevant) before making any decision in relation to the attached presentation including, but not limited to, holding, acquiring or disposing of any security. Subject to any terms implied by law which cannot be excluded, neither the Group nor any of its related entities (as that term is defined in the Corporations Act 2001 (Cth)), employees, advisers, agents or other contributing authors accept any responsibility for any direct or indirect loss, cost, damage or expense incurred by any person as a result of anything contained in this presentation.

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