GROWTHPOINT PROPERTIES AUSTRALIA — AGM Information 2013

Nov 26, 2013

GROWTHPOINT PROPERTIES AUSTRALIA (ASX CODE: GOZ)

Annual General Meeting

27 November 2013

Growthpoint Properties Australia Trust ARSN 120 121 002 Growthpoint Properties Australia Limited ABN 33 124 093 901 AFSL 316409

333 Ann Street Brisbane

Agenda

• 1 Chairman’s Address

• 2 Managing Director’s Address

• 3 Item 1: Financial Statements & Reports – Company and Trust

• 4 Item 2: Remuneration Report – Company Only

• 5 Item 3: Re-Election of directors – Company Only

• 6 Item 4: Approval of Issues to Timothy Collyer (Managing Director) – Company Only

• 7 Item 5: Increase in Aggregate Cap on Non-Executive Directors’ Remuneration – Company Only

• 8 Voting on Resolutions

• 9 Close of Meeting

• 10 Glossary & Disclaimer

Presenter

Lyn Shaddock Independent Chairman

52 Merivale Street, South Brisbane, QLD

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GROWTHPOINT PROPERTIES AUSTRALIA AGM – 27 November 2013

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Chairman’s Address Lyn Shaddock Independent Chairman

28 Bliston Drive, Wodonga, VIC

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Managing Director's Address Timothy Collyer Managing Director

Gorehill Business Park, 219-247 Pacific Hwy, Artarmon, NSW

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FY2013 Highlights

	FY2013 Highlights
	FY13 Performance −$94.0 million statutory profit; up 90% from FY2012 −$76.0 million distributable profit; up 32.0% from FY2012 −Distributable income per security 19.3 cps; up 8.6% from FY2012 −18.3 cps distribution; up 4% from FY2012
	Property portfolio snapshot¹ −$1.8 billion portfolio, 48 properties, in every Australian state and Canberra −WALE: 7.0 years; occupancy: 98.0%; WARR: 3.1%; WACR 8.3% −Sector diversification: 55% industrial ($1.0 billion), 45% office ($0.8 billion)
	Key achievements and focus Returns and outlook −32.5% total security holder return for year to 31 October 2013² −7.3% FY2014 distribution yield attractive versus A-REIT sector 5.6% yield −Positive outlook for the Group −Guidance: Distributable income 19.6 to 20.0 cps; DPS 19.0 cps (+3.8% on FY2013) −Purchased near $1.1 billion (27 properties) of quality investment grade real estate since December 2009 −Raised/issue new equity of nearly $850 million since 2009 −Lowered cost of capital −Further growth of portfolio expected/sought

¹ As at 30 June 2013, pro forma for recent leasing deals completed and for the acquisition of Ravenhall and the Victorian industrial portfolio as if complete ² Source: UBS investment research

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Property Portfolio – key metrics[1]

TENANT QUALITY

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Other
7%
Woolworths
27%
Govt./investment grade/national
66%
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GEOGRAPHIC DIVERSIFICATION

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TAS ACT
WA 2% 3%
7% VIC
NSW 32%
12%
SA
8%
QLD
36%
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SECTOR DIVERSIFICATION

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Office Industrial
45% 55%
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Item

LEASE EXPIRY PROFILE

as at 30 June 2013

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VACANT	FY14	FY15	FY16	FY17	FY18	FY19+
2%	4%	6%	4%	9%	12%	63%

	Item
	Number of assets	48
	Portfolio value	$1.8bn
	Average asset value	$37m
	Weighted average cap rate	8.3%
	Weighted average lease expiry	7.0yrs
	Average asset age	6.5yrs
	Industrial / office weighting	55% / 45%
	Occupancy	98%
	Number of tenants	88
	Largest tenant exposure (Woolworths)	27%

1 As at 30 June 2013, pro forma for recent leasing deals and the acquisition of Ravenhall and the Victorian Industrial Portfolio as if complete

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Recent Equity Raising

Equity raising

• $50 million Institutional Placement completed October 2013 (significantly oversubscribed)

• $100 million renounceable Rights Offer closes 29 November 2013

• $2.45 per new security under both placement and rights offer

• Raising well received by the market

Uses of − Property acquisitions (below) funds

• Restructure of interest rate hedges

• Reduction in debt (pro forma Balance Sheet Gearing falls to 43.5%)

FY14 Property Acquisitions
	Property Site area (m2) Lettable area Total cost ($m) Initial yield on year 1 rent WALE (yrs) Fixed rent reviews
	Lot 45 Atlantic Drive, Keysborough, VIC 26,181 12,800 $17.3 7.50% 15.0 3.5% p.a.
	19 & 20 Southern Court, Keysborough, VIC 30,668 17,834 $18.8 8.25% 5.0 3.5% p.a.
	9-11 Drake Boulevard, Altona, VIC 41,730 25,728 $24.1 8.25% 5.0 3.5% p.a.
	213-215 Robinsons Road, Ravenhall, VIC 45,020 21,092 $23.2 8.50% 11.7 3.0%p.a.
	Total/average 143,599 77,454 $83.4 8.16% 8.8 3.4% p.a.

• Transaction Enhances GOZ’s portfolio metrics – WALE, occupancy, asset age, rental growth profile impact −

• Increases investment in prime industrial market

• NTA per security increases from $2.00 at 30 June 2013 to $2.06

• Reduces balance sheet gearing

• Equity base expanded and market capitalisation increased

GROWTHPOINT PROPERTIES AUSTRALIA AGM – 27 November 2013

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Outlook

Group

• Robust and clear strategy: ownership of quality commercial real estate in Australia for rental income

• Property portfolio: solid property fundamentals, with a long term rising income from quality tenants

• Maximise returns: Strategic growth, whilst maximising income and capital returns from $1.8 billion portfolio

• Focus Asset management: completion of 3 industrial properties; leasing/renewals for vacant space and lease expiries out to FY2015; expansion/development opportunities within the portfolio

• Capital management: grow free float and market capitalisation. Maintain gearing in target range (40-45%), with a view to obtain a credit rating to diversity long term debt sources

• Acquisitions: continually review investment opportunities

• Market A-REIT market: attractive risk adjusted yields with growth. Strong demand for equity leading to Conditions M&A activity, IPO’s and new raisings

• Property market – office leasing market is difficult, with weakened demand. Industrial tenant demand robust. Institutional and offshore investment demand very strong

• Interest rates: RBA and market pricing indicate rates to remain low

• Guidance Guidance basis: secure rental income stream and substantially hedged debt means distribution clarity

• Distributable income: range of 19.6 to 20.0 cps

• DPS: 19.0 cps (+3.8% on FY2013)

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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 2013; 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 2013.

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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 2013 be adopted.”

The Remuneration Report is set out on pages 65 to 70 of the 2013 Annual Report.

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Item 2: Remuneration Report – Company Only

Proxies Received

Vote	Votes	%
For	346,071,312	99.07
Against	417,245	0.12
Open	2,828,154	0.81
Abstain	400,028	N/A

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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 Geoffrey Tomlinson who was appointed a Director on 16 August 2013, with effect from 1 September 2013, retires under rule 11.1(c) of the Company’s Constitution and, being eligible, offers himself for election, be elected as a Director of the Company.”

• b) “That Mr Estienne de Klerk, who retires under rule 11.1(d) of the Company’s Constitution and, being eligible, offers himself for re-election, be elected as a Director of the Company.”

• c) “That Mr Francois Marais, who retires under rule 11.1(d) of the Company’s Constitution and, being eligible, offers himself for re-election, be elected as a Director of the Company.”

GROWTHPOINT PROPERTIES AUSTRALIA AGM – 27 November 2013

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Item 3: Re-Election of Directors – Company Only

Proxies Received

Re-elect Geoffrey Tomlinson

Re-elect Estienne de Klerk

Vote	Votes	%
For	346,581,796	99.17
Against	57,305	0.02
Open	2,842,654	0.81
Abstain	234,984	N/A

Vote	Votes	%
For	346,672,212	99.18
Against	52,264	0.01
Open	2,842,654	0.81
Abstain	149,609	N/A

Re-elect Francois Marais

Vote	Votes	%
For	346,568,541	99.17
Against	71,860	0.02
Open	2,842,654	0.81
Abstain	233,684	N/A

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Item 4: 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 the purposes of ASX Listing Rule 10.14 and all other 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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Item 4: Approval of Issue to Timothy Collyer (Managing Director) – Company Only

Proxies Received

Vote	Votes	%
For	346,025,260	99.04
Against	574,189	0.16
Open	2,819,654	0.80
Abstain	297,636	N/A

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Item 5: Increase in Aggregate Cap on NonExecutive Directors’ Remuneration – Company Only

To consider and, if thought fit, pass the following as a special resolution:

“That in accordance with ASX listing Rule 10.17 and for the purposes of clause 11.3(a) of the Company’s Constitution, approval is given for the maximum aggregate remuneration payable from the Company to non-executive directors of the Company for their services as directors including their service on a committee of directors to be increased by $400,000 to a maximum sum of $1,000,000 per annum.”

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Item 5: Increase in Aggregate Cap on NonExecutive Directors’ Remuneration – Company Only

Proxies Received

Vote	Votes	%
For	346,052,415	99.53
Against	539,853	0.16
Open	2,821,139	0.31
Abstain	303,332	N/A

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Voting on Resolutions

1231 - 1241 Sandgate Road, Nundah - Energex Limited

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Close of Meeting

Visit the Group’s website at www.growthpoint.com.au

GE, 572-576 Swan Street, Richmond

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Glossary & Disclaimer

A-IFRS Australian International Financial Reporting Standards A-REIT Australian Real Estate Investment Trust Balance Sheet Gearing total interest bearing debt divided by gross assets CPS cents per stapled security DPS distributions per stapled security FY13 the 12 months ended 30 June 2013 FY14 the 12 months ending 30 June 2014 GOZ and Group Growthpoint Properties Australia comprising Growthpoint Properties Australia Limited, Growthpoint Properties Australia Trust and their controlled entities Distributable income net profit excluding any adjustments for A-IFRS or other accounting standards/requirements per stapled security 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.

GROWTHPOINT PROPERTIES AUSTRALIA AGM – 27 November 2013

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