GROWTHPOINT PROPERTIES AUSTRALIA — Capital/Financing Update 2011

Dec 19, 2011

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Growthpoint Properties Australia Property Acquisitions and Capital Raising

20 DECEMBER 2011

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IMPORTANT INFORMATION

This presentation has been prepared by Growthpoint Properties Australia Limited ACN 124 093 901 (both in its capacity as responsible entity of Growthpoint Properties Australia Trust ARSN 120 121 002 and in its own capacity). In receiving this presentation, you are agreeing to the following restrictions and limitations.

Summary information

This presentation contains summary information about the Group and is dated 20 December 2011. The information in this presentation is of general background and does not purport to be complete or comprehensive, nor does it purport to summarise all information that an investor should consider when making an investment decision. It should be read in conjunction with Growthpoint Properties Australia’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au.

Not investment advice

This presentation is for information purposes only and is not financial product or investment advice or a recommendation to acquire Stapled Securities. This presentation is not a prospectus or a product disclosure statement under the Corporations Act 2001 (Cth) (Corporations Act) nor is it an offering document under any other law, and has not been lodged with the Australian Securities and Investments Commission (ASIC). The offer of Stapled Securities to which this presentation relates complies with the requirements of section 708AA and 1012DAA of the Corporations Act as modified by ASIC Class Order 08/35 and a cleansing notice complying with those sections will be lodged with the ASX. The information provided in this presentation is not advice to investors or potential investors and has been prepared without taking into account the investment objectives, financial circumstances, taxation position or particular needs of investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek appropriate legal, financial and taxation advice. Growthpoint Properties Australia is not licensed to provide financial product advice. Cooling-off rights do not apply to an investment in any Stapled Securities.

Financial data

All dollar values are in Australian dollars (A$) unless stated otherwise and financial data is presented for the financial year ended 30 June 2011 unless stated otherwise.

Risks of investment

An investment in Growthpoint Properties Australia Stapled Securities is subject to investment and other known and unknown risks, some of which are beyond the control of the Group. Growthpoint Properties Australia does not guarantee any particular rate of return or the performance of the Group nor does it guarantee the repayment of capital from Growthpoint Properties Australia or any particular tax treatment. You should have regard to (among other things) the risks outlined in this presentation especially in the Key Risks section.

Past performance

Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

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Property Acquisitions and Capital Raising – December 2011

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IMPORTANT INFORMATION

Future performance and forward looking statements

This presentation contains certain “forward-looking statements”. The words “anticipate”, “believe”, “expect”, “project”, “predict”, ”forecast”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Such forward-looking statements, opinions and estimates provided in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements, opinions and estimates are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Growthpoint Properties Australia and may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements and neither Growthpoint Properties Australia nor any of its Directors, employees, servants, advisers or agents assume any obligation to update such information. Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. This presentation contains such statements that are subject to risk factors associated with the industries in which Growthpoint Properties Australia operates. Please refer to the Key Risks section of this presentation for further information regarding these risk factors.

Foreign jurisdictions

The information in this presentation has been prepared to comply with the requirements of the securities laws of Australia. The Stapled Securities referred to in this presentation are also being offered to Eligible Securityholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). The information in this presentation is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain. If you are a resident of the Republic of South Africa, you acknowledge that this Rights Offer is extended to you and that you received this document and any other materials relating to the New Stapled Securities at your express and unsolicited request. The information in this presentation does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the rights offer, the entitlements or the Stapled Securities, or otherwise permit the public offering of Stapled Securities, in any jurisdiction other than Australia and New Zealand. Any non-compliance with these restrictions may contravene applicable securities laws.

This document does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act and may not be distributed to the public in South Africa. The New Securities may not be offered or sold in South Africa except in accordance with an exemption under section 96(1) of the South African Companies Act.

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Property Acquisitions and Capital Raising – December 2011

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IMPORTANT INFORMATION

Not for distribution or release in the United States

This presentation, including the information contained in this Important Notice, is not a prospectus or a product disclosure statement and does not form part of any offer, invitation or recommendation in respect of Stapled Securities, or an offer, invitation or recommendation to sell, or a solicitation of an offer to buy, Stapled Securities in the United States or to any person that is, or is acting for the account or benefit of, a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933 (Securities Act)) (U.S. Person), or in any other jurisdiction in which such an offer would be illegal. The Stapled Securities referred to herein may not be offered or sold in the United States, or to or for the account or benefit of, any U.S. Person, unless the Stapled Securities have been registered under the Securities Act or an exemption from the registration requirements under the Securities Act is available.

The offer or sale of the Stapled Securities referred to herein have not been and will not be registered under the Securities Act. This presentation may not be sent to any investors in the United States or to a U.S. Person (or to any person acting for the account or benefit of a U.S. Person). By accepting this presentation, you agree to be bound by the foregoing limitations.

Not for distribution or release in South Africa

This presentation and any other materials relating to the New Stapled Securities is not for release, publication or distribution, directly or indirectly in or into the Republic of South Africa, except at the express and unsolicited request of Existing Securityholders.

Advisers

Growthpoint Properties Australia’s advisers have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this presentation and there is no statement in this presentation which is based on any statement by the advisers. The advisers and their affiliates, officers and employees, to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this document and make no representation or warranty as to the currency, accuracy, reliability or completeness of information.

Rounding

Any discrepancies between totals and sums of components in tables, and percentages not adding up to 100%, are due to rounding.

Notes

The contents of the Notes are at the end of this presentation.

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Property Acquisitions and Capital Raising – December 2011

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CONTENTS

1. Introduction

2. Overview of Acquisitions

3. Impact on GOZ

4. Rights Offer Overview

5. Key Risks

6. Glossary and Notes

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1. Introduction

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EXECUTIVE SUMMARY

EXECUTIVE SUMMARY Page reference
Property acquisitions	 Acquisition1 of three income producing properties and a development site 48% pre-committed to Fox Sports (the Acquisitions) for a total consideration of approximately $289.5 million2, comprising:  333 Ann Street, Brisbane, Queensland (333 Ann Street), a three year old, 100% occupied multi-tenanted A-grade CBD office tower ($109.9 million2)  CB1 & CB2, SW1, 100 Melbourne Street, South Brisbane, Queensland (CB1 & CB2), two five year old office buildings adjacent to GOZ’s existing SW1 assets, which present strong rental growth opportunities (collectively, $96.8 million2)  Building C in the Gore Hill Business Park in Artarmon, Sydney, New South Wales, a development site 48% pre-committed to Fox Sports (Fox Sports Development) anticipated to be completed by late 2012/early 2013 ($82.7 million2)	12-13 14-15,18 16-18 19-22
Acquisition rationale	 Greater diversification of the portfolio with a continued reweighting to office from industrial  Attractive day one Passing Yields, with opportunities through asset management initiatives to improve asset level income  A strategic initiative to continue to increase exposure to the Brisbane office market, which is benefiting from the mining and resources boom  All modern properties, either built since 2006 or under construction, with low levels of maintenance allowing GOZ to continue its policy of a high Payout Ratio  An equity raising structure that, through allocation of any shortfall, provides new investors with the opportunity of entering the stock at a discount to NTA, with the potential for future Index inclusion and improved liquidity	13 13 13 13 28,32
Transaction funding	 The Acquisitions, which are expected to complete on 31 January 2012, will be funded by:  a 3 for 10 renounceable entitlement offer to raise $166.4 million announced today, with a record date of 30 December 2011 and due to complete on 27 January 2012 (Rights Offer). Growthpoint SA has committed to taking up its Rights ($101.5 million of Stapled Securities issued under the Rights Offer) and underwrite the balance of the Rights Offer (i.e. approximately $64.9 million of Stapled Securities issued under the Rights Offer)  a $105.0 million increase to the existing Syndicated Debt Facility, concurrently with an extension and tranching of its maturity profile, which has been credit approved with detailed documentation anticipated to be signed in January 2012  a new Bilateral Facility of $70.0 million, which has been credit approved with detailed documentation anticipated to be signed in January 2012	33 32,34 30 30
Financial Impact	 Reconfirming FY12 DPS guidance of 17.5 cents, providing a distribution yield of 9.2%p.a. on the Issue Price of $1.90  Pro forma NTA3 of $1.97 per Stapled Security post Rights Offer and completion of Development Projects  Pro forma Balance Sheet Gearing3,4 on completion of the Development Projects is expected to decrease from the current pro forma position of 50.5% to 49.7%	26 27 27
Key Risks	 Key risks include that the Rights Offer may not enhance value for Existing Securityholders, current and future property acquisitions may not deliver anticipated benefits, the taxation status of the Growthpoint Properties Australia Trust may be adversely affected in the future, the values of the properties of the Group may fluctuate, there may be latent defects in the buildings owned by the Group, property assets are illiquid investments and their disposal may not occur in a timely manner and anticipated value may not be realised and there may be tenant defaults. See Section 5 (Key Risks) for further details	36-39
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IMPACT ON GOZ

	Before Acquisitions, assuming Energex Nundah is complete	After Acquisitions and completion of Development Projects	Change
Number of properties 36 40 4
Pro forma Property assets3 $1,240.2 million $1,543.8 million10 24.5%
Pro forma Net assets3 $582.9 million $745.7 million 27.9%
Pro forma Balance Sheet Gearing3 50.5% 49.7% (1.6)%
Weighted average lease expiry5 8.7 years 7.8 years (0.9) years
Weighted average rent reviews6 3.0% p.a. 3.2% p.a. 0.2% p.a.
Office sector 34.8 % 47.2% 35.6%
Industrial sector 65.2% 52.8% (19.0)%
Occupancy 100.0%5 100.0%7 0.0%
Pro forma NTA per Stapled Security3,28 $2.00 $1.97 (1.5)%
FY12 DPS guidance (cents per security)8 17.5 17.5 0.0%
Free Float (non Growthpoint SA stake)9 $216.2 million $281.0 million 30.0%

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Property Acquisitions and Capital Raising – December 2011

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WHY INVEST IN GOZ?

			Average building age of portfolio is 5 years, including five newly built Green Buildings
	Asset quality		Diversified by geography and sector
			Strategic assets for tenants, including purpose built distribution centres and corporate head office
			complexes
			FY12 DPS guidance yield of 9.2% (based on Issue Price) vs. peer group11 average of 8.0%
			FY12 DPS guidance yield of 9.2% (based on Issue Price) vs. S&P/ASX 200 REIT Index of 6.6%12
	Attractive distribution with growth		Weighted annual rental review of 3.2%6
			Opportunity to value add through asset management initiatives and releasing space to market as current
			leases expire
			100.0% Occupancy7 with no significant Portfolio expiries until FY14
	Income security		WALE of 7.8 years5 with leases to large public and private companies and government
			No debt maturing until December 2014 with 99% of interest rates on drawn debt hedged for an average
			duration of 4.5 years from completion of the Acquisitions
			Total return13 since restructure and recapitalisation of 19.7% p.a.
	Performance		Eliminated 100% of near term lease expiries through renewals and asset sales
			Demonstrated track record of successful asset and corporate acquisitions with assets growing from $650
			million to $1,544 million after completion of the Acquisitions and Development Projects
	Potential increase in Free Float		Post issue Market Capitalisation of $721.0 million
			Post issue Free Float of up to approximately $281.0 million9
			Domestic assets only with all assets 100% owned by GOZ and held on balance sheet
	Simple business model		Pure landlord, with no funds management or development business
			Stapled security structure with low corporate overheads

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Property Acquisitions and Capital Raising – December 2011

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GOZ PEER GROUP COMPARABLE[11]

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Distribution Yield FY12
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Gearing [14]
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60.0%
12.0%
10.5% 49.7%
50.0% 47.0%
10.0% 9.2%
8.0% 8.0% 8.3% 39.1%
8.0% 7.5% 40.0%
6.6% 32.4%
6.2%
30.0% 26.4% 27.1%
6.0%
20.5%
4.0% 20.0% 17.0%
2.0% 10.0%
0.0% 0.0%
CPA IOF BWP CQR Average CDI GOZ15 CMW BWP IOF CPA CDI Average CQR CMW GOZ 3,4
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Source: Bloomberg broker and consensus forecasts

Source: ASX announcements

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WALE as at 30 June 2011 [14]
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10.0
9.0 8.3 8.6
8.0 7.6
6.6 6.9
7.0
6.0 5.3
4.8 5.0
5.0
4.0
3.0
2.0
1.0
- 16
IOF CDI CPA Average CMW CQR GOZ BWP
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Source: ASX announcements

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Occupancy [14]
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100.0% 100.0%
100.0% 99.6%
98.8%
97.7%
98.0%
96.7%
96.0%
95.0%
93.2%
94.0%
92.0%
90.0%
CDI IOF CPA Average CQR CMW GOZ 7 BWP
Source: ASX announcements
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Property Acquisitions and Capital Raising – December 2011 Page 10

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2. Overview of Acquisitions

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SUMMARY OF THE ACQUISITIONS

• GOZ has entered into contracts[1] to acquire three income producing assets and a development site 48% precommitted to Fox Sports for a total consideration of $289.5 million[2] , exclusive of costs

• The Acquisitions will be funded by:

• a $105.0 million extension of the existing Syndicated Debt Facility with NAB, WBC and ANZ

• a $70.0 million new Bilateral Facility with NAB

• a 3 for 10 renounceable entitlement offer ( Rights Offer ) to raise $166.4 million

		Property Metrics	Property Metrics	Property Metrics	Valuation metrics18	Valuation metrics18	Valuation metrics18
Asset	Address	Purchase price ($m)2	NLA (m2)	WALE5 by income (years)	Valuation ($m)	Passing Yield	Capitalisation Rate
333 Ann St 333 Ann Street, Brisbane, QLD 109.9 16,476 4.0 110.0 9.1% 8.0%
CB1 SW1, Melbourne Street, South Brisbane, QLD 64.3 11,561 2.4 64.5 8.9% 8.0%
CB2 SW1, Melbourne Street, South Brisbane, QLD 32.5 6,598 4.1 32.5 7.8% 9.0%
Fox Sports Development Building C, 219 – 247 Pacific Highway, Gore Hill, NSW 82.719 14,136 7.620 82.7 8.1% 8.0%
Total/Average 289.5 48,771 4.6 289.7 8.6% 8.1%

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Property Acquisitions and Capital Raising – December 2011

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TRANSACTION RATIONALE

333 ANN STREET

CB1 & CB2

• Asset being acquired on a Passing Yield of 9.1%

• Modern, fully occupied, well-built building

• Synergies created by owning all SW1 assets and car park

• Asset management opportunities, particularly in reducing outgoings and improving NABERS ratings

• Well located with good parking and close to public transport

• Good floor plates attractive to mid-range corporate tenants

• Structured rental increases

• Lease expiry profile coinciding with predicted strength in the Brisbane CBD leasing market (FY15 & FY16)

• Below market rentals provides rental upside as leases expire or are reviewed to market

• Lease expiry profile timed to coincide with predicted strength in the Brisbane fringe leasing market

FOX SPORTS DEVELOPMENT

BENEFITS TO GOZ

• First NSW office acquisition

• Development to be constructed to A-Grade standard and targeting 5 Star Green Star and 5 Star NABERS ratings

• Excellent major tenant in Fox Sports (Premier Media Group) and there is extensive interest to lease the balance of the vacant space

• Low acquisition costs on transaction structure

• Embeds strategic relationship with the Developer

• GOZ positive on outlook for Lower North Shore office markets and specifically the Gore Hill Technology Park

• Increased weighting to office

• Increased weighting to Queensland and New South Wales

• All modern properties, with low levels of maintenance and capital expenditure

• Provides an opportunity to new investors to subscribe for Stapled Securities through a sub underwriting position

• Enables the extension and tranching of the Syndicated Loan Facility

• Reconfirms FY12 DPS guidance of 17.5 cents[8]

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Property Acquisitions and Capital Raising – December 2011

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333 ANN STREET, BRISBANE, QLD[1]

Property description	A-grade, Brisbane CBD office building of 24 levels
Lettable area	16,476m2 (typical floor plate 867m2)
Site area	1,563m2
Car parks	92 spaces (1:179m2)
Title	Freehold
Constructed	2008
Occupancy	100%
Major tenants	Runge Limited (26.3%) Robert Bird Group (15.5%)
WALE by income18	4.0 years
Passing Net Income	$10,027,074
Acquisition price	$109,945,065
Independent Valuation18	$110,000,000
Passing Yield	9.1%
Capitalisation Rate	8.0%
Acquisition price per m2	$6,676/m2
NABERS rating	2.0 stars

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Property Acquisitions and Capital Raising – December 2011

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333 ANN STREET, BRISBANE, QLD

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Rent review type

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4.5% annual rent review
4.0% annual rent review
Lease Expiry Profile
70%
65%
60%
50%
40%
30%
17%
20%
13%
10% 5%
0%
Vacant FY12 FY13 FY14 FY15 FY16 FY17+
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Property Acquisitions and Capital Raising – December 2011

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CB1 & CB2, SW1, SOUTH BRISBANE, QLD[1]

	Property description	A-grade, Brisbane CBD fringe office buildings of 9 and 6 levels respectively and 2 levels of basement parking
	Lettable area	18,159m2 (CB1 – 11,561m2 / CB2 – 6,598m2)
	Site area	8,930m2 (CB1 – 5,772m2 / CB2 – 3,158m2)
	Car parks	238 (1:76m2) (CB1 – 155 / CB2 – 83)
	Title	999 year leasehold from 21 June 2006
	Constructed	2006
	Occupancy	99.8%
	Major tenants	CB1 – Roche Mining / Downer Resources (45.8%) CB2 – Fusion (87.3%)
	WALE by income18	2.9 years (CB1 – 2.4 years / CB2 – 4.0 years)
	Passing Net Income	$8,294,471 (CB1 – $5,746,981 / CB2 – $2,547,490)
	Acquisition price	$96,839,375 (CB1 – $64,339,375 / CB2 – $32,500,000)
	Independent Valuation18	$97,000,000 (CB1 – $64,500,000 / CB2 – $32,500,000)
	Passing Yield	8.6% (CB1 – 8.9%/ CB2 – 7.8%)
	Capitalisation Rate	8.3% (CB1 – 8.0%/ CB2 – 9.0%)
	Acquisition price per m2	$5,342/m2 (CB1 – $5,579/m2 / CB2 – $4,926/m2)
	NABERS rating	CB1 – 3.5 stars / CB2 – 1.5 stars

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Property Acquisitions and Capital Raising – December 2011

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CB1 & CB2, SW1, SOUTH BRISBANE, QLD

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CB1 Lease Expiry Profile [17]
80%
70%
70%
60%
50%
40%
30%
20%
12% 12%
6%
10%
0%
Vacant FY12 FY13 FY14 FY15 FY16 FY17+
CB2 Lease Expiry Profile [17]
100%
84%
80%
60%
40%
CB1 AND CB2 A1 and A4 already owned by GOZ 20% 13%
0.5% 3%
0%
Vacant FY12 FY13 FY14 FY15 FY16 FY17+
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Property Acquisitions and Capital Raising – December 2011

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BRISBANE MARKET OVERVIEW

Queensland’s economy is performing well…

With decreasing vacancies…

QLD VS. NATIONAL GDP GROWTH

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10.00% National GDP
National 12 month cumulative growth
8.00% Qld GDP
Qld 12 month cumulative growth
6.00%
4.00%
2.00%
0.00%
-2.00%
Dec-09 Mar-10 Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11
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Source: Australian Bureau of Statistics: Australian National Accounts National Income, Expenditure and Product, Sep 2011

And increased net absorption…

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BRISBANE CBD SUPPLY, DEMAND AND ABSORPTION
14.5
180,000 Forecast
12.5
140,000 10.5
8.5
100,000
6.5
60,000 4.5
2.5
20,000
0.5
(20,000) -1.5
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Year ending December
Net additions Net absorption Vacancy (%)
Source: CBRE, November 2011
sqm
Vacancy (%)
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BRISBANE CBD OFFICE MARKET VACANCY BY GRADE
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15.0
12.5
10.0
7.5
5.0
2.5
0.0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Total Prime Secondary
Source: Property Council of Australia; CB Richard Ellis (July 2011)
Leads to increasing rents.
BRISBANE CBD PRIME RENTS AND VACANCY
10.0 Forecast 1000
9.0
8.0 900
7.0
6.0 800
5.0
4.0 700
3.0
2.0 600
1.0
0 500
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Vacancy rate (%)
Vacancy rate ‐ % (prime) Gross face rent ($/sq m)
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Prime Vacancy (%) Premium Gross Face ($/sq m) Grade‐A Gross Face ($/sq m) Source: CBRE, November 2011

Property Acquisitions and Capital Raising – December 2011

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BUILDING C, GORE HILL TECHNOLOGY PARK, NSW[1]

	Property description	A-grade, North Shore office building of 8 levels, under construction
		GOZ will purchase the land under a contract of sale and enter into a
	Transaction structure	Delivery Agreement for the development of an A-grade commercial
		office building on a fund through basis
	Lettable area	14,136m2
	Site area	4,212m2
	Car parks	182 (1:78m2)
	Title	Freehold
	Constructed	Under construction, expected to be completed late 2012/early 2013
		Premier Media Group (Fox Sports) (48%) – pre-commitment to lease
		6,790m2 of office space and 91 car spaces for a term of 10 years with
	Major tenants	two options each of five years from practical completion under
		Agreement of Lease22. There will be a 5 year rental guarantee from the
		Developer from practical completion.
	WALE by income	7.6 years from practical completion20
		$82,689,985 (based on current tenancy position). The Acquisition Price
	Acquisition Price2	will vary according to the ultimate Development Fee21and any
		increases to the Acquisition Price as a result of leasing vacant space
	Valuation18	$82,700,000 (based on current tenancy position)
	Land Acquisition Price	$14,000,000
		Acquisition Price less Land Acquisition Price ($68,689,985). Monthly
	Development Fee	progress payments of the Development Fee payable are calculated at the equivalent percentage of construction work completed on site
		against the construction contract value
		The Developer will pay GOZ a monthly coupon of 8.75% p.a. of the
	Coupon Payment	cumulative payments paid by GOZ under the contract for the sale and
		purchase of land and the Delivery Agreement, calculated daily

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Artist impression only

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Artist impression only

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Property Acquisitions and Capital Raising – December 2011

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BUILDING C, GORE HILL TECHNOLOGY PARK, NSW

	BUILDING	C, GORE HILL TECHNOLOGY PARK, NSW
	Passing Yield	8.1% on completion (based on the current tenancy position and purchase price which is subject to a price adjustment)
	Passing Net Income	$6,720,730 p.a. (based on the current tenancy position and including the 5 year rental guarantee)
	Capitalisation Rate	8.0%
	Occupancy	48% (100% with five year rental guarantee)
		The Development Fee will be adjusted at practical completion to take into account such matters as loss of income resulting from either a
	Adjustment to	rent free period or a delay in a lease commencement from practical completion, changes to the NLA, rates and taxes, and improvements
	Development Fee	in the tenancy position through either higher occupancy, higher rents or both. The maximum amount payable, including the Land
		Acquisition Price, is $84,009,125
		The Developer will provide GOZ with a rental guarantee for the vacant areas of the building for a term of 5 years, increasing annually by
		3.5% p.a., post practical completion of the building and will provide a bank guarantee equivalent to two years rent, outgoings and other
	Rent Guarantee and Rent Guarantee Period	expenses23 The Developer will be responsible for leasing the vacant space during the rent guarantee period. A new lease will be permitted when terms agreed with the new tenant are consistent with pre agreed criteria, including:  minimum rental, lease terms, rent reviews and lease security;
		 the tenant being of good financial standing as defined in the Delivery Agreement
		 any incentive being equal to or less than 25% of the lease term net rent
		GOZ will enter into the following agreements with the Builder and the Developer:
		 a Builder Tripartite Deed with the Builder which provides GOZ with step in rights if the Builder defaults under the Building Contract;
		 a Developer Side Deed which provides GOZ with step in rights if the Developer defaults under the Delivery Agreement;
		 a Financier Side Deed with GOZ’s financier which provides GOZ’s financier with step in rights if there is a default by GOZ, the
		Developer or the Builder under the Delivery Agreement or the Building Contract
		The Delivery Agreement will provide for 3 bank guarantees covering a portion of the liability under the rental guarantee, in respect of
	Transaction	achieving the 5 star NABERS rating and the Builder obligations. Also, there are 2 guarantors (being Lindsay Bennelong Developments
	security	Pty Ltd and the sole shareholder of the Developer in a personal capacity) guaranteeing the Developer’s obligations
		The Delivery Agreement will include a put option where GOZ can require the Developer to purchase the Land back and GOZ will be
		entitled to the aggregate payments it has made to the Developer up to that time if the Developer fails to:
		 complete the building in accordance with the Fox Sports Agreement of Lease; or
		 execute a 10 year lease with Fox Sports; or
		 perform material obligations

Property Acquisitions and Capital Raising – December 2011

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BUILDING C, GORE HILL TECHNOLOGY PARK, NSW

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Fox Sports
Development
Gore Hill Technology Park
Artist impression only
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Property Acquisitions and Capital Raising – December 2011

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NORTH SHORE, NSW MARKET OVERVIEW

North Shore/St Leonards/Crows Nest

• St Leonards/Crows Nest is within the North Shore market and is Sydney’s fourth largest fringe office market comprised of 366,461sqm of office space

• Vacancy rates have continued to tighten in North Shore office markets, particularly at the prime market where tenant demand is comparatively firmer and a lack of new supply over the next two years is likely to see a continuation of declining vacancy rates

• As at September 2011, the vacancy rate had fallen to 12.5%. Forecasts indicate that during 2011 to 2015, total North Shore vacancy will average 8.6% with tenant net demand to average 14,555m[2] p.a. and 7,289m[2] p.a. for North Sydney and St Leonards/Crows Nest respectively (Source: CBRE)

• Net face rents are also forecast to increase from 2011 to 2015 by an average of 3.5% p.a. and 3.4% p.a. for North Sydney and St Leonards/Crows Nest respectively (Source: CBRE)

North Shore vacancy rates

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North Shore grade A net face rent

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Property Acquisitions and Capital Raising – December 2011

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3. Impact on GOZ

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PORTFOLIO IMPACT SUMMARY

	Key Portfolio Metrics3
	Number of assets	40
	Number of tenants	85
	Portfolio Value	$1,543.8 million10
	Portfolio WALE5	7.8 years
	Portfolio Occupancy	100.0%7
	Lease expiries in FY12 (by income)	0.54%

Sector diversity (post Acquisition)[3]

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47%
53%
Industrial Office
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Geographic diversity (post Acquisition)[3]

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2%
7%
9%
41%
11%
30%
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QLD VIC NSW SA WA TAS

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Property Acquisitions and Capital Raising – December 2011

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TENANT PROFILE BY RENT[24]

Major Tenant	% Rental Income	WALE		Lease expiry profile (post Acquisitions7,24)	Lease expiry profile (post Acquisitions7,24)	Lease expiry profile (post Acquisitions7,24)	Lease expiry profile (post Acquisitions7,24)	Lease expiry profile (post Acquisitions7,24)	Lease expiry profile (post Acquisitions7,24)	Lease expiry profile (post Acquisitions7,24)	Lease expiry profile (post Acquisitions7,24)	Lease expiry profile (post Acquisitions7,24)
				100.0%
Woolworths Limited	30%			90.0%
GE Capital Finance Australasia Coles Group Limited	7% 5%			70.0% 80.0%								73%
Sinclair Knight Merz	4%			60.0%
Energex	4%			50.0%
Star Track Express	3%			40.0%
Fox Sports Runge Limited Roche Mining	2% 2% 2%			0.0% 10.0% 20.0% 30.0%	0.01%	0.5%	0.7%	8%	7%	7%	4%
Coffey International	2%				Vacant	FY12	FY13	FY14	FY15	FY16	FY17	FY18 +
Subtotal	61%		9.5
Other Tenants5	39%		5.3
Total	100%		7.8

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Property Acquisitions and Capital Raising – December 2011

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FINANCIAL IMPACT ON GOZ DISTRIBUTIONS

• FY12 pro forma distribution guidance of 17.5[8,25] cents per existing Stapled Security reaffirmed

• New Stapled Securities issued under the Rights Offer will receive a pro rata half year distribution in respect of the period from the date of issue to 30 June 2012 resulting in an expected distribution of 7.5 cents per Stapled Security for the 2H FY12

FY12 DPS Guidance

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17.6
17.5 17.5
17.5
17.4
17.3
17.2
17.1
17.0
FY12 DPU guidance FY12 DPU guidance after
Acquisition
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	Distribution Guidance Per Stapled Security (cents)8,25	Distribution Guidance Per Stapled Security (cents)8,25	Distribution Guidance Per Stapled Security (cents)8,25	Yield based on Offer Price
	1H FY12	2H FY12	FY12
Existing Stapled Securities 8.7 8.8 17.5 9.21%
New Stapled Securities26 n/a 7.5 7.5 9.26%27

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FINANCIAL IMPACT ON NET TANGIBLE ASSETS AND GEARING

• Pro forma NTA[3,28] of $1.97 per Stapled Security

• Pro forma Gearing[3] reduces from 50.5% to 49.7%

• Pro forma LVR[3] reduces from 51.6% to 50.6%

Pro forma NTA per Stapled Security[3,28]

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$2.05
$2.00
$2.00
$1.97
$1.95
$1.90
$1.85
$1.80
Proforma 30 June 2011 Post Energex Proforma 30 June 2011 Post
Transaction Acquisitions and Completion of
Development Projects
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Pro forma LVR[3]

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51.8%
51.6%
51.6%
51.4%
51.2%
51.0%
50.8%
50.6%
50.6%
50.4%
50.2%
50.0%
Proforma 30 June 2011 Post Energex Proforma 30 June 2011 Post
Transaction Acquisitions and completion of
Development Projects
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Pro forma Balance Sheet Gearing[3]

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50.6% 50.5%
50.4%
50.2%
50.0%
49.8% 49.7%
49.6%
49.4%
49.2%
49.0%
Proforma 30 June 2011 Post Energex Proforma 30 June 2011 Post
Transaction Acquisitions and completion of
Development Projects
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Property Acquisitions and Capital Raising – December 2011

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IMPACT ON MARKET CAPITALISATION AND FREE FLOAT

• Market Capitalisation increases from $554.6 million to $721.0 million

• Free Float increase of up to approximately $281.0 million[9]

Market Capitalisation and Free Float

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800.0
700.0
$281.0
600.0
500.0 $216.2
400.0 $440.0
300.0 $338.5
200.0
100.0
-
Pre Acquisition Post Acquisition
GRT Ownership Free Float
$million
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GOZ Security holder	Current	Post Rights Offer	Post Rights Offer	Post Rights Offer
		Growthpoint SA takes up 0% of the Balance	Growthpoint SA takes up 50% of the Balance	Growthpoint SA takes up 100% of the Balance
Growthpoint SA29 61.0%		61.0% 65.5% 70.0%
Other Securityholders 39.0%		39.0% 34.5% 30.0%

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PRO FORMA BALANCE SHEET

Pro forma Balance Sheet	As at 30 June 2011	As at 30 June 2011	Pro forma post Energex Nundah completion	Pro forma post Acquisitions, Rights Issue and completion of Development Projects
	$m		$m	$m
Assets
Cash	24.1		24.1	24.1
Investment properties10	1,157.7		1,240.230	1,543.8
Other assets	8.3		3.1	3.1
Total assets	1,190.1		1,267.4	1,571.0
Liabilities
Borrowings	667.2		640.231	781.031
Other liabilities	44.3		44.3	44.3
Total liabilities	711.5		684.5	825.3
Net assets	478.6		582.9	745.7
Balance Sheet Gearing		56.1%	50.5%	49.7%
Total Stapled Securities on issue		237,577,520	291,904,374	379,475,68632
Net tangible assets per Stapled Security		$2.01	$2.00	$1.97

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DEBT TERMS

• GOZ has obtained credit approval from its banking syndicate to increase its Syndicated Debt Facility by $105.0 million to a total facility size of $765.0 million

• As part of the increase, GOZ has also obtained approval to extend and tranche the syndicated facility into three equal tranches maturing as follows:

• Tranche 1: 31 December 2014

• Tranche 2: 31 December 2015

• Tranche 3: 31 December 2016

• Syndicated members are three major domestic banks (NAB, WBC and ANZ)

• GOZ has also obtained credit approval from NAB for a new $70.0 million Bilateral Facility maturing 30 April 2016 to finance the fund through development obligations for Fox Sports Development and part fund the acquisition of the land and associated costs[33]

• Following the entry into these new debt arrangements, GOZ will have undrawn debt facilities available to it of approximately $134.5 million on 31 January 2012. However, $113.4 million of these undrawn facilities will be used to fund through Development Projects

• Approximately 99% of drawn debt will be hedged under both facilities when they come into effect, for an average duration of approximately 4.5 years from completion of the Acquisitions

Summary of facilities	Summary of facilities	Summary of facilities
	Syndicated facility	Bilateral
Size $765.0 million $70.0 million
Maturity • Tranche 1: 31 Dec 2014 • Tranche 2: 31 Dec 2015 • Tranche 3: 31 Dec 2016 30 April 2016
LVR Operating LVR of 60% Default LVR of 65% (Pro forma3 LVR of 50.9%) Operating LVR of 60% Default LVR of 65% (Pro forma3LVR of 48.6%)
Default ICR35 1.4 times 1.6 times
Average cost of debt 7.75%34
Hedging Requirement Minimum of 75% Minimum of 75%
Terms of security Secured against all GOZ assets other than Fox Sports Development and World Park at 33 – 39 Richmond Rd, Keswick, SA Secured against Fox Sports Development and World Park at 33 – 39 Richmond Rd, Keswick, SA

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4. Rights Offer Overview

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RIGHTS OFFER OVERVIEW

• $166.4 million renounceable Rights Offer of 3 New Stapled Securities for every 10 Stapled Securities held by eligible Securityholders on the Record Date (30 December 2011), at $1.90 per New Stapled Security

• Growthpoint SA has committed to taking up its Rights (being $101.5 million of Stapled Securities issued under the Rights Offer) and underwrite the Balance (being the remaining approximately $64.9 million of Stapled Securities issued under the Rights Offer)

• Rights will trade on the ASX during the Rights Offer Trading Period under the ASX code GOZRA

• Eligible Securityholders may choose to take up all or part of their Rights, apply for additional Stapled Securities in excess of their Rights, trade their Rights during the Rights Trading Period, or do nothing (in which case, their Rights will lapse)

• New Stapled Securities issued under the Rights Offer will trade under the ASX code GOZNA until commencement of trading on 26 June 2012 when existing stapled securities trade ‘ex’ distribution

• From 26 June 2012, New Stapled Securities will collapse to GOZ and will rank equally with existing stapled securities for distribution and in all other respects

	Offer metrics
	Issue Price	$1.90
	Record Date Discount to closing price of $1.95 as at 16 December 2011	30 December 2011 2.6%
	Discount to 5 day VWAP of $1.95	2.6%
	FY12 DPS guidance (cents)8,15	17.5
	FY12 DPS yield15	9.2%
	Pro forma NTA per Stapled Security3	$1.97
	Discount to pro forma NTA per Stapled Security3	3.6%

• New Stapled Securities will be entitled to a pro-rata half year distribution in respect of the period from the date of issue to 30 June 2012

• Growthpoint SA, as Underwriter, intends to seek subunderwriters to sub-underwrite the Balance. There is no guarantee that eligible Securityholders will be allocated any additional Stapled Securities for which they apply

Property Acquisitions and Capital Raising – December 2011

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SOURCES AND APPLICATIONS OF FUNDS

• The Acquisitions and associated costs will be funded by an extension of the existing Syndicated Debt Facility, a new Bilateral Facility and the Rights Offer[36]

	Sources	millions	Applications	millions
	Equity	$166.4	Property Acquisitions	$289.52
	Debt	$144.3	Transaction costs	$21.237
	Total Sources	$310.7	Total Applications	$310.7

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Property Acquisitions and Capital Raising – December 2011

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RIGHTS OFFER TIMETABLE

	Event	Indicative Date
	Rights Offer announced via the ASX	20 December 2011
	Last date of trading before Stapled Securities trade ex the Rights entitlement	21 December 2011
	Ex-date for Rights and Rights Trading Period commences	22 December 2011
	Rights Offer Record Date	30 December 2011
	Rights Offer opens	3 January 2012
	Despatch of Rights Offer Booklet	5 January 2012
	Rights Trading Period ends	12 January 2012
	Commencement of trading in the New Stapled Securities on a deferred settlement basis	13 January 2012
	Offer closes	19 January 2012
	Allotment of New Stapled Securities	27 January 2012
	Despatch of holding statements and deferred settlement trading ends	30 January 2012
	Normal trading commences for New Stapled Securities	31 January 2012

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5. Key Risks

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KEY RISKS SUMMARY

• Market Perception Risk

• Property Market Risks

• Acquisitions

• Debt Covenants

• Trust Taxation Status

• Litigation and Disputes

• Property Valuation Risk

• Regulatory Issues and Changes in Law

• Buildings Condition and Defects

• Fox Sports Development

• Property Illiquidity Risks

• Employees and Directors

• Tenant Risk

• General Economic Conditions

• Capital Expenditure

• Changes in Accounting Policy

• Environmental

• Forward Looking Statements and Financial Forecasts

• Competition

• Counterparty / Credit Risk

• Funding and Refinancing Risk

• Fixed Nature of Costs

• Stapled Security Market Prices

• Land Values

• Interest Rates

• Foreign exchange/currency risk

• Insurance

Property Acquisitions and Capital Raising – December 2011

Page 36

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KEY RISKS

Market Perception Risk

• The extent to which the Rights Offer enhances value for Securityholders depends on the Rights Offer being viewed as a positive initiative by the market. There is a risk that this will not be the case. For example, the market may not value the (enlarged) Group as highly as anticipated, because of concerns relating to factors such as the potential for other acquisitions which reduce headroom in debt facility covenants and the continued level of control held by Growthpoint SA. This may adversely impact on the market price of the Stapled Securities. The market value of the Stapled Securities may also differ from the underlying NTA.

Acquisitions

• A key element of the Group’s future strategy will involve the acquisition of properties to add to its property portfolio. Whilst it is the Group’s policy to conduct a thorough due diligence process in relation to any such acquisition, risks remain that are inherent in such acquisitions.

• Growthpoint Properties Australia may acquire assets to add to its portfolio. There are inherent risks in such acquisitions. These risks could include unexpected problems or other latent liabilities such as the existence of asbestos or other hazardous materials or environmental liabilities. There are also risks associated with integration of businesses, including financial and operational issues as well as employee related issues. There is also a risk the expected benefits, synergies and other advantages in relation to the acquired asset will not be realised. Growthpoint Properties Australia’s value, earnings and distributable income may be adversely affected by the occurrence of any of these risks.

Trust Taxation Status

• Currently, the Growthpoint Properties Australia Trust will not incur tax on income provided that income is distributed. However, the Trust would lose this tax transparency if there is a legislative change which removed the tax transparency of property trusts or Growthpoint Properties Australia Trust engages in business activities which lead to it being subject to tax at the corporate tax rate. It is the intention of the Directors that the Growthpoint Properties Australia Trust will be managed so that the trust is not taxed at the corporate rate under the existing law.

• Depending on investors’ individual circumstances, a loss of the Growthpoint Properties Australia Trust’s tax transparency may adversely affect post tax investment returns. In addition, the taxation treatment of Securityholders is dependent upon the tax law as currently enacted in Australia and other relevant jurisdictions. Changes in tax law or changes in the way tax law is expected to be interpreted in Australia or such other jurisdictions may adversely impact the tax outcomes for Securityholders.

• Changes to the unit holder composition could impact Growthpoint Properties Australia Trust and its subsidiary entities’ ability to utilise prior and current year tax losses. While GOZ does not anticipate this offer will trigger a change of control for tax purposes, any movements in the register will be factored into future change of control monitoring.

Property Valuation Risk

• The value of properties held by the Group may fluctuate from time to time due to market and other conditions. Factors relevant to determining value include rental, occupancy levels and property yield, and these may change significantly over time for a variety of reasons. External and Directors’ valuations represent only the analysis and opinion of such persons at a certain date and they are not guarantees of present or future values. The values of properties may impact on the value of an investment in the Group.

Buildings Condition and Defects

• The Group’s properties are professionally managed by experienced property managers. Nevertheless, there is a risk that latent defects in the properties may prevent the properties being available for their intended use and/or may require additional capital expenditure. This may adversely affect returns available to Securityholders.

Property Illiquidity Risks

• Property assets are by their nature illiquid investments. Therefore, it may not be possible for the Group to dispose of assets in a timely manner should it need to do so. In addition, to the extent that there may be only a limited number of potential buyers for the properties, the realisable value of those assets may be less than book value of those assets.

Tenant Risk

• There is a risk that tenants may default on their rental or other obligations under leases with the Group, leading to a reduction in future income which may impact on the value of properties owned by the Group. Furthermore, there is a risk that the Group will be unable to negotiate suitable lease extensions from existing tenants or replace current leases with new tenants on similarly commercial terms which may impact the value of properties owned by the Group.

• The Group relies on certain key tenants for the majority of its revenue. Any financial difficulty or insolvency affecting a key tenant, or a breach of lease by a key tenant, could have a material adverse effect on the Group’s financial performance or position.

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KEY RISKS

Capital Expenditure

• There is a risk that unforeseen capital expenditure may be required under the terms of the current property leases. This may in turn impact the cash available to service debt and the value of the Group.

Environmental

• The Group’s properties may, from time to time, be exposed to a range of environmental risks, including asbestos, which may require remedial work and potentially expose the Group to third party liability. This could potentially impact earnings, distributions and property values.

Competition

• The value of property held by the Group may be negatively affected by oversupply or overdevelopment in surrounding areas. Alternatively, prices for properties the Group is considering for acquisition may be inflated via competing bids by other prospective purchasers.

Funding and Refinancing Risk

• Market volatility has had a significant impact on the real estate sector and its ability to access capital from investors. The real estate investment industry tends to be highly capital intensive. The ability of the Group to raise funds on favourable terms for future refinancing (currently anticipated to be 31 December 2014) and acquisitions depends on a number of factors including general economic, political, and capital and credit market conditions. The inability of the Group to raise funds on favourable terms for future acquisitions and refinancing could adversely affect its ability to acquire new properties or refinance its debt.

Stapled Security Market Prices

• The market price of the Stapled Securities will depend on a variety of factors. The price at which these Stapled Securities trade on the ASX could deviate materially from their issue price. Factors including general movements in interest rates, domestic and international capital markets, macro-economic conditions, global geo-political events and hostilities, investor perceptions and other factors could all impact the market price performance.

Interest Rates

• To the extent that interest rate exposure has not been hedged, fluctuations in interest rates could impact the Group’s funding costs adversely, resulting in a decrease in distributable income. Furthermore, fluctuations in interest rates may impact the Group’s earnings before interest due to the impact this may have on the property market in which the Group operates.

Insurance

• The Group purchases insurance as is customary for property owners and managers. This insurance provides a degree of protection for the Group’s assets, liabilities and people. There is a risk that insurance may not be available or sufficient. Furthermore, there are some risks that are uninsurable or risks where the insurance coverage is reduced.

Property Market Risks

• The Group will be subject to the prevailing property market conditions in the sectors in which it operates. Adverse changes in market sentiment or market conditions may impact the Group’s ability to acquire, manage or develop assets, as well as the value of the Group’s properties and other assets. These impacts could lead to a reduction in earnings and the carrying value of assets.

Debt Covenants

• The Group’s debt facilities are subject to a variety of covenants including interest coverage ratios and loan to value ratios. In the event of unforeseen fluctuations in rental income or a fall in asset values, the Group may be in breach of its loan covenants and be required to repay amounts outstanding under the debt facilities immediately and sell properties at unacceptable prices. Furthermore, there is a risk that unforeseen capital expenditure may be required under the terms of the current leases. This may in turn impact the cash available to service debt.

Litigation and Disputes

• Legal and other disputes (including industrial disputes) may arise from time to time in the ordinary course of operations. Any such dispute may impact on earnings or affect the value of the Group’s assets.

Regulatory Issues and Changes in Law

• Changes in laws or regulatory regimes may have a materially adverse impact on the financial performance of the Group by reducing income or increasing costs such as changes to environmental laws which may impact forecast capital expenditure.

Development Projects

• There is a risk that the developer and/or builder may be unable to complete their contractual obligation to develop the Development Projects. The Group is not a developer and has put in place various arrangements designed to minimise, as much as possible, the loss which may arise to the Group as a result of this occurring. Despite these various arrangements, there is a risk that the Group may not be able to procure the completion of the Development Projects either at all or at a similar cost/timeframe as currently proposed if this risk occurs. If the developer or the builder does not complete their respective development within the required timeframe or a major pre-committed tenant does not occupy the property, Growthpoint can put the property to the respective developer. However, the developers and the developers’ guarantors may not have the financial capacity to acquire the relevant property. Furthermore, any pre-committed tenant may be able to terminate its rental obligations if the developer and/or builder is unable to complete their contractual obligation to develop their respective development.

• Completion of the acquisition of the Fox Sports Development site is subject to agreeing outstanding contractual arrangements with the Developer and the Builder and the completion of the funding arrangements. The Fox Sports Development acquisition will not proceed if these requirements are not met.

Property Acquisitions and Capital Raising – December 2011

Page 38

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KEY RISKS

Employees and Directors

• The Group is reliant on retaining its key directors, senior executives and other employees. The loss of any director, senior executive employee or key personnel could negatively impact the Group’s operations.

General Economic Conditions

• The Group’s operating and financial performance is influenced by a variety of general economic and business conditions, including the level of inflation, interest rates, ability to access funding, oversupply and demand conditions and government fiscal, monetary and regulatory policies. Prolonged deterioration in these conditions, including an increase in interest rates and an increase in the cost of capital could have a material adverse impact on the Group’s operating and financial performance.

Land values

• Events may occur from time to time that affect the value of land which may then impact the financial returns generated from particular property related investment businesses or projects. For example, unanticipated environmental issues may impact on the future earnings of Growthpoint Properties Australia. Such events may materially affect Growthpoint Properties Australia’s earnings and value.

Foreign exchange/currency risk

• All information in this Presentation is provided in Australian dollars. Security holders who are based outside of Australia, or who rely on funding denominated in currency(s) other than the Australian dollar, should be aware of the impact that fluctuations in exchange rates may have on the value of their investments in, and returns from, GOZ.

Changes in Accounting Policy

• The Group must report and prepare financial statements in accordance with prevailing accounting standards and policies. There may be changes in these accounting standards and policies in the future which may have an adverse impact on the Group.

Forward Looking Statements and Financial Forecasts

• There can be no guarantee that the assumptions and contingencies contained within forward looking statements, opinions or estimates (including projections, guidance on future earnings and estimates) will ultimately prove to be valid or accurate. The forward looking statements, opinions and estimates depend on various factors, many of which are outside the control of the Group.

• No assurances can be given in relation to the payment of future distributions. Future determinations as to the payment of distributions by the Group will be at the discretion of the Directors and will depend upon the availability of profits, the operating results and financial condition of the Group, future capital requirements, covenants in relevant financing agreements, general business and financial conditions and other factors considered relevant by the Directors. No assurance can be given in relation to the level of franking or tax deferral of future distributions. Franking or tax deferred capacity will depend upon the amount of tax paid in the future, the existing balance of franking credits and other factors.

Counterparty / credit risk

• A-REITS are exposed to the risk that third parties, such as tenants, developers, service providers and financial counterparties to derivatives (including foreign exchange and interest rate hedging instruments) and other contracts may not be willing or able to perform their obligations.

Fixed nature of costs

• Many costs associated with the ownership and management of property assets are fixed in nature. The value of properties (and the value attributed to Growthpoint Properties Australia) may be adversely affected if the income from the asset declines and these fixed costs remain unchanged.

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Property Acquisitions and Capital Raising – December 2011

6. Glossary and Notes

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GLOSSARY

$ Australian dollars 333 Ann Street 333 Ann Street, Brisbane, Queensland Acquisitions The acquisitions of 333 Ann Street, CB1 & CB2 and Fox Sports Development Acquisition Price Consideration for the Acquisitions of $289.5 million (exclusive of transaction costs and the price adjustment for the Fox Sports Development) Allotment The allotment of Stapled Securities following acceptance of an Application AFSL Australian Financial Services Licence ANZ Australia and New Zealand Banking Group Limited A-REIT Australian Real Estate Investment Trust ASX Australian Securities Exchange or ASX Limited Balance Approximately $64.9 million of Stapled Securities issued under the Rights Offer which is underwritten by Growthpoint SA pursuant to the Underwriting Agreement Balance Sheet Gearing or Gearing Total interest bearing liabilities divided by total assets Bilateral Facility The $70.0 million credit approved facility from NAB Builder FDC Construction and Fitout Pty Limited Capitalisation Rate The yield at which the net income from an investment is discounted to ascertain the capital value at a given date	CB1 CB1 – SW1 100 Melbourne Street, South Brisbane, Queensland
	CB2 CB2 – SW1 100 Melbourne Street, South Brisbane, Queensland
	CBD Central Business District
	CBRE CB Richard Ellis Pty Limited
	CPI Consumer Price Index
	Delivery Agreement The agreement between GOZ and the Developer under which the Developer has agreed to procure the development of the building referred to as "Fox Sports Development" in this presentation in return for a development fee
	Developer Lindsay Bennelong Developments Pty Limited, Gore Hill Development No. 1 Pty Ltd (ABN 46 124 879 367), Gore Hill Development No. 2 Pty Ltd (ABN 69 124 879 465) and Gore Hill Development No. 3 Pty Ltd (ABN 86 124 879 536)
	Development Projects Fox Sports Development and Energex Nundah
	DPS Distribution per Stapled Security
	DPS yield The rate of return derived by dividing the distribution per Stapled Securities by the Issue Price of the Stapled Security
	Energex Nundah A-Grade Brisbane office building of 12,900m 2to be constructed at 1231-1241 Sandgate Road, Nundah, Brisbane, Queensland (see ASX announcement made by GOZ dated 21 June 2011)

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GLOSSARY

Existing Securityholders	Any registered holders of Stapled Securities
Fox Sports	Premier Media Group Pty Ltd
Fox Sports Development	Building C, Gore Hill, located at 218-247 Pacific Highway, Artarmon, NSW, including its grounds and car park
Free Float	Stapled Securities not owned by Growthpoint SA
Fund Raising	Collectively, the Rights Offer, the Bilateral Facility and the extension of the Syndicated Debt Facility
FY	Financial year (1 July to 30 June)
	A Green Building is considered one that has been
Green Building	awarded at least a 4 Green Star rating and 4 star
Growthpoint Properties Australia, the Group or GOZ	NABERS Energy rating Growthpoint Properties Australia Trust and Growthpoint Properties Australia Limited and their controlled entities
Growthpoint SA	Growthpoint Properties Limited, listed on the Johannesburg Securities Exchange

HY	Half Year (1 July to 31 December or 1 January to 30 June)
Index	S&P/ASX 300 A-REIT Index
Issue	The issue of New Stapled Securities under the Rights Offer
	The price at which the New Stapled Securities are
Issue Price	issued under the Rights Offer, being $1.90 per New
	Stapled Security
Knight Frank	Knight Frank Group
Lessor	South Bank Corporation
LVR	Total interest bearing liabilities divided by total investment properties and total assets held for sale
Market	Total number of Stapled Securities on issue
Capitalisation	multiplied by the Issue Price for such securities
NAB	National Australia Bank Limited
NABERS	The National Australian Built Environment Rating System
New Stapled Securities	Stapled Securities issued under the Rights Offer
NLA	Net lettable area

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GLOSSARY

NOI	Net operating income
NTA	Net tangible assets
	Measure of the percentage floor space occupied by
Occupancy	tenants as compared to the total lettable area of the
	building
Offer Booklet	The booklet comprising the offer to subscribe for New Stapled Securities under the Rights Offer
Offer Period	3 January 2012 – 19 January 2012
p.a. Passing Net	Per annum The actual net annual income generated from the
Income	existing tenancy of a property
Passing Rent	The actual rent being paid by existing tenants Passing Net Income of a property divided by the
Passing Yield	purchase price or the valuation of the property,
	whichever the case may be
Payout Ratio Portfolio	The payout ratio is the portion of distributable income paid out as distributions The Properties owned by GOZ
Presentation	This document, dated 20 December 2011
Property	A property owned or to be owned by GOZ
Record Date	The meaning given by the ASX Listing Rules

Rights	The rights to New Stapled Securities issued pursuant to the Rights Offer
Rights Offer	The offer to Existing Securityholders under the terms set out in the Offer Booklet
Rights Trading	The period from 22 December 2011 to 12 January
Period	2012
Securityholder	A holder of a Stapled Security
	A unit in Growthpoint Properties Australia Trust and
Stapled Security	a share in Growthpoint Properties Australia Limited
	stapled together
Settlement	Date on which GOZ settles and acquires the Acquisitions
Sqm or m 2	Square metres
Syndicated Debt Facility	Existing debt facility with NAB, WBC, ANZ
Underwriter	Growthpoint Properties Limited
Underwriting Agreement	The agreement entered into between Growthpoint SA and GOZ dated 19 December 2011 in respect of the Rights Offer
VWAP	Volume weighted average price
WALE	Weighted average lease expiry
WBC	Westpac Banking Corporation

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NOTES

• 1 The Acquisitions are subject to conditions including funding and third party consents

• 2 Before transaction costs (stamp duty, legal costs, etc.). Fox Sports Development is subject to a potential price adjustment, predominantly dependant on leasing up of vacant space. See pages 19 and 20 of this presentation for further detail

3 Pro forma based on 30 June 2011 book values, the purchase price of assets being acquired, acquisition costs and the on completion valuations of the Development Projects, with the Fox Sports Development subject to price adjustment, predominantly dependant on leasing up of vacant space (see pages 19 and 20 of this presentation for further detail)

• 4 On completion of the Rights Offer, Balance Sheet Gearing is expected to be 45.8%, but will increase as contractual progress payments are made for the Development Projects

5 Weighted by income as at 31 December 2011 and includes a 5 year rental guarantee granted by the Developer over the vacant space in the Fox Sports Development (post Acquisitions only), a 5 year rental guarantee over the vacant space at Energex, Nundah and other rental guarantees in place.

• 6 Weighted by income as at 31 December 2011. Approximately 10% of the Portfolio is subject to annual reviews linked to CPI, assumed to be 3% p.a.

7 Includes a 5 year rental guarantee over the vacant space in the Fox Sports Development, a 5 year rental guarantee over the vacant space at Energex, Nundah and other rental guarantees in place. There is a small 29m[2] vacancy in CB2, which is not shown due to rounding

• 8 Holders of GOZN and the New Stapled Securities will receive a pro rata entitlement

9 Assumes Growthpoint SA does not acquire securities in addition to its Rights pursuant to the Underwriting Agreement. Market Capitalisation after the Acquisitions will be approximately $721 million (at the Rights Offer Issue Price)

10 This figure includes an adjustment of $43.1m for straight line leasing. Acquisitions are included at their capitalised acquisition cost, with Fox Sports Development subject to a price adjustment predominantly dependent on leasing up of vacant space

11 Peer Group is: BWP – BWP Trust, CMW - Cromwell Property Group, CDI - Challenger Diversified Property Group, CPA : Commonwealth Property Office Fund, IOF: Investa Office Fund, CQR : Charter Hall Retail REIT

12 Based on consensus forecasts as at 30 November 2011 (Source: Consensus forecasts)

13 Total return based on annualised cumulative return (re-investment of income distributions and security price appreciation, pre-tax) from 6 August 2009 when GOZ was restructured and recapitalised to 16 December 2011 (Source: IRESS)

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NOTES

14 All data of the Peer Group presented is as at 30 June 2011, (pro forma for post year end adjustments), except CMW which is pro forma per its November 2011 Acquisition and Capital Raising presentation and CQO gearing which is pro forma for its US portfolio sale. Peer Group WALE and Occupancy is for Australian assets only

• 15 GOZ distribution yield based on the Issue Price and distribution of 17.5 cents per Stapled Securities as per current guidance

16 GOZ WALE is on a pro forma basis on completion of the Acquisitions and Development Projects

17 Weighted by income

18 As at 31 December 2011

19 Comprises land purchase price of $14 million and a development fee of $68.7 million. See pages 19 and 20 of this presentation for further details.

20 Includes a 5 year rental guarantee over the vacant space

• 21 See page 20 of this presentation (Adjustment to Development Fee) for details of adjustments to the Development Fee

• 22 See Section 5 Key Risks on page 36 of this presentation

• 23 Includes allowances for leasing incentive and leasing fee

• 24 Based on completion of Development Projects

• 25 Based on the following assumptions:

• Acquisitions and revised debt facilities proceeding as described in this presentation in terms of price, timeframe and other key terms;

• Counterparties to material contracts (including material leases, acquisition agreements and development agreements) do not default or any such default being fully covered by supporting guarantee; and

• Any material cost or liability for the Group arising from any claim by any person or any damage to any person or property is fully recovered from the Group’s insurers

26 Assumes New Stapled Securities are issued on 27 January 2012

27 Annualised return on pro rata entitlement to 2H FY12 distribution

28 NTA divided by the total number of GOZ Stapled Securities on issue following completion of the Rights Offer at an Issue Price of $1.90

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NOTES

29 Notwithstanding any increase in its percentage holding in GOZ, Growthpoint SA remains committed to the current strategy of growing GOZ and does not intend making material changes to the business at this stage

• 30 Includes Energex Nundah on completion valuation of $82.5 million

• 31 Includes provision for remaining progress payments for Energex Nundah and Fox Sports Development projects, which are to be funded through debt

32 Estimated total number of GOZ securities on issue following completion of the Rights Offer at an Issue Price of $1.90

• 33 The balance of the funding for the acquisition of the land and associated costs is from the Rights Offer

34 On completion of the Acquisitions, the average cost of drawn debt is expected to be reduced as GOZ draws down debt to fund the Development Projects due to utilisation of headroom spreading the impact of facility fees over increased debt

• 35 ICR as at 30 September 2011 was 2.15 times

• 36 In the event one of the acquisitions does not proceed, the funds raised may be used to either repay debt, acquire similar properties or for working capital purposes

37 Transaction costs includes stamp and other duties ($13.4 million), debt establishment costs ($3.7 million), underwriting fees ($1.9 million) and other transaction related costs ($2.2 million)

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For further information contact: Timothy Collyer, Managing Director or Aaron Hockly, Company Secretary

Investor information line: 1800 260 453 info@growthpoint.com.au www.growthpoint.com.au

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