GROWTHPOINT PROPERTIES AUSTRALIA

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR TO U.S. PERSONS

RIGHTS OFFER BOOKLET

DETAILS OF A 1 FOR 9.37 RENOUNCEABLE PRO-RATA RIGHTS OFFER OF GROWTHPOINT PROPERTIES AUSTRALIA ORDINARY STAPLED SECURITIES AT AN OFFER PRICE OF $2.40 PER NEW STAPLED SECURITY

THIS RIGHTS OFFER CLOSES AT 5.00 PM (MELBOURNE TIME) ON MONDAY, 23 JUNE 2014

This is an important document which requires your immediate attention. It is accompanied by an Entitlement and Acceptance Form to assist you to subscribe for new ordinary stapled securities in Growthpoint Properties Australia.

THIS BOOKLET IS DATED TUESDAY, 3 JUNE 2014

01: CHAIRMAN’S LETTER 3 02: KEY DATES 6 03: ASX ANNOUNCEMENT 7 04: HOW TO APPLY 11 05: IMPORTANT INFORMATION 17 06: INVESTOR PRESENTATION 21 07: GLOSSARY 36 CORPORATE DIRECTORY 38

This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the U.S. and the District of Columbia). This document is not an offer of securities for sale into the United States or to, or for the account or benefit of, U.S. Persons. The securities referred to herein have not been and will not be registered under the U.S. Securities Act 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of U.S. Persons.

No public offering of securities is being made in the United States.

==> picture [344 x 764] intentionally omitted <==

2 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

01: LETTER FROM THE CHAIRMAN

SECTION 1: CHAIRMAN’S LETTER

Dear Securityholder

On behalf of the Board of Growthpoint Properties Australia (“ Growthpoint ”), I am pleased to invite you to participate in a renounceable rights offer of new Growthpoint stapled securities (“ Rights Offer ”).

As you may have read recently, Growthpoint announced to the market on Tuesday, 3 June 2014 that it was conducting a $125 million equity raising to partly fund the acquisition of the NSW Police Headquarters office building located in Parramatta, in Sydney’s west.

New stapled securities are being offered at a price of $2.40. This represents a 3.9% discount to Growthpoint’s distribution adjusted last closing price on 2 June 2014 and a 1.2% discount to the 5-day volume weighted average distribution adjusted price to 2 June 2014.

==> picture [142 x 191] intentionally omitted <==

----- Start of picture text -----

Lyn Shaddock / Independent Chairman
----- End of picture text -----

Growthpoint has provided distribution guidance for the 2015 financial year of 19.7 cents per stapled security. Based on the offer price, the new stapled securities issued as part of the Rights Offer are expected to receive a 2015 financial year distribution yield of 8.2%.

USE OF PROCEEDS

The proceeds of the Rights Offer will be used to partly fund the acquisition of the NSW Police Headquarters office building which Growthpoint has agreed to acquire for a purchase price of $241.1 million. The balance of the acquisition will be funded via an expansion of Growthpoint’s existing syndicated debt facility and by using undrawn debt capacity.

The property is a high quality A-grade office building which is 100% leased to the NSW State Government with a significant remaining lease term of 10 years, plus a further 5 year option. The acquisition is a continuation of Growthpoint’s strategy to acquire high quality, modern assets, located in prime markets with long lease terms and fixed rental increases which will underpin the future growth of Growthpoint’s distributable income. Following the acquisition of $208 million of industrial properties in 2013 and 2014, this acquisition will further diversify Growthpoint’s high quality portfolio and has again demonstrated the Group’s ability to source and execute quality transactions for the benefit of securityholders.

Further details of the acquisition and the impact on Growthpoint’s portfolio can be found in the investor presentation and ASX announcement which are included in this booklet.

OVERVIEW OF THE RIGHTS OFFER

Existing Securityholders will receive 1 renounceable right (“ Rights ”) for every 9.37 stapled securities held on the record date for the Rights Offer. Securityholders who are eligible to participate in the Rights Offer may choose to apply for all or some of their Rights, sell some or all of their Rights or do nothing. The Rights will trade on the Australian Securities Exchange during the Rights trading period under the ASX code “GOZRA”.

Securityholders who take up their entitlement in full may also apply for additional stapled securities in excess of their entitlement. However, there is no guarantee that they will be allocated any additional stapled securities.[1]

New stapled securities issued under the Rights Offer are expected to be issued on 30 June 2014 and will therefore not be entitled to receive the distribution for the half year ending 30 June 2014 (as they will be issued after the ex-date for that distribution), but will rank equally with existing Growthpoint stapled securities in all other respects.

The Rights Offer is not underwritten. Growthpoint’s major securityholder, Growthpoint Properties of South Africa (“ Growthpoint SA ”) has committed to taking up its full entitlement under the Rights Offer (approximately $80 million worth of new stapled securities).

PARTICIPATING IN THE RIGHTS OFFER

This booklet contains important information on the Rights Offer to assist you in deciding whether to participate in the Rights Offer. You will find in this booklet the following important information:

› Timetable of key dates of the Rights Offer
› Instruction on “How to apply”, detailing how to accept all or part of your Rights, or to apply for new stapled securities in excess of your entitlement, if you choose to do so
› ASX announcements in relation to the Rights Offer and the property acquisition
› A personalised Entitlement and Acceptance Form.

The Sole Lead Manager, in consultation with Growthpoint, reserves the right to determine the allocation of stapled securities that form part of any shortfall

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 3

01: LETTER FROM THE CHAIRMAN

You should read this booklet carefully and in its entirety before deciding whether to accept the Rights Offer, including in particular the ‘Key Risks’ section of the investor presentation. You should obtain financial advice before deciding whether or not to participate in the Rights Offer.

To participate in the Rights Offer, you will need to either complete the Entitlement and Acceptance Form and send this to Growthpoint’s share registry together with your payment application monies or pay through BPAY®[2] . You must apply for new stapled securities before 5.00pm on Monday, 23 June 2014, otherwise your Rights will lapse and may be sold on your behalf. You will not receive any value for your Rights if they lapse.

On behalf of the Growthpoint Board and management team, I encourage you to consider this investment opportunity and thank you for your continued support.

Yours sincerely

==> picture [103 x 52] intentionally omitted <==

Lyn Shaddock Independent Chairman Growthpoint Properties Australia

® registered to BPAY Pty Limited ABN 69 079 137 518

4 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

OFFICE PORTFOLIO: NSW POLICE HEADQUARTERS, 1 CHARLES STREET, PARRAMATTA, NSW

==> picture [215 x 219] intentionally omitted <==

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 5

02: KEY DATES FOR THE RIGHTS OFFER

SECTION 2: KEY DATES FOR THE RIGHTS OFFER

EVENT	DATE
Rights Offer announced	Tuesday, 3 June 2014
Stapled Securities quoted on an ‘ex’ Rights basis	Thursday, 5 June 2014
Rights trading commences
Record Date	7.00pm on Tuesday, 10 June 2014
Rights Offer opens	Thursday, 12 June 2014
Mailing of Offer Booklet and Entitlement and Acceptance Forms to Eligible Securityholders	Thursday, 12 June 2014
Last day of Rights trading on ASX	Monday, 16 June 2014
Trading of New Stapled Securities on ASX expected to commence on a deferred settlement basis	Tuesday, 17 June 2014
Closing Date and last day for acceptance and payment	5.00pm on Monday, 23 June 2014
Shortfall Bookbuild (if any)	Thursday, 26 June 2014
Issue of New Stapled Securities*	Monday, 30 June 2014
Despatch of holding statements*	Tuesday, 1 July 2014
Trading of New Stapled Securities on ASX expected to commence on a normal T+3 basis*	Tuesday, 1 July 2014
Issue of New Stapled Securities issued under Shortfall Bookbuild (if any)	Wednesday, 2 July 2014

Note: Dates and times are indicative only and subject to change. All times and dates refer to Melbourne, Australia time. *Excluding any New Stapled Securities issued under the Shortfall Bookbuild.

Applicants are encouraged to submit their applications and Application Money as soon as possible after the Rights Offer opens. Growthpoint Properties Australia reserves the right, subject to the Corporations Act, the Listing Rules and other applicable laws or regulations, to vary any of the above dates of the Rights Offer, including extending the Rights Offer or accepting late applications, either generally or in particular cases, without notice. Any extension of the closing date will have a consequential effect on the issue date of the New Stapled Securities.

6 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

03: ASX ANNOUNCEMENT

SECTION 3: ASX ANNOUNCEMENT

==> picture [401 x 568] intentionally omitted <==

----- Start of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA TRUST ARSN 120 121 002
GROWTHPOINT PROPERTIES AUSTRALIA LIMITED ABN 33 124 093 901 AFSL 316409
ASX ANNOUNCEMENT
GROWTHPOINT PROPERTIES AUSTRALIA (ASX Code: GOZ)
3 June 2014
SIGNIFICANT PROPERTY ACQUISITION AND $125 MILLION EQUITY RAISING
Growthpoint Properties Australia ( “Growthpoint” ) today announces that it has exchanged contracts for the
acquisition of the New South Wales Police Headquarters in Parramatta ( “Acquisition” ) [1] . The Acquisition will
be funded by an equity raising of $80 to $125 million and, depending on equity take-up, $131 to $176 million
from expanded existing debt facilities.
Growthpoint also confirms its full year FY14 distributable earnings and distribution guidance and provides
guidance for FY15.
Highlights
• Acquisition of the NSW Police Headquarters in Parramatta for $241.1 million [2]
• Rights issue to raise up to $125 million at an offer price of $2.40
• Existing debt facility limit increased by $100 million [3]
• Full year FY14 distribution guidance remains at 19.0 cents per stapled security
• Distributable income guidance for FY15 of 20.3 to 20.6 cents per stapled security
• Distribution guidance for FY15 of 19.7 cents per stapled security
• At the offer price, new stapled securities are expected to provide a FY15 DPS yield of 8.2% [4]
Acquisition of NSW Police Headquarters
Summary of key metrics for the Acquisition:
• Purchase price: $241.1 million [1]
• FY15 yield: 7.6%
• Weighted average lease expiry ( “WALE” ): 10 years [5] with a further 5 year option
• Rent increases: Fixed 3.5% increases per annum, with adjustments made quarterly
• Independent valuation: Colliers have valued the property at $241.1 million as at 30 June 2014
Growthpoint has exchanged contracts with AustralianSuper to acquire the NSW Police Headquarters, an A-
grade office building for a purchase price of $241.1 million, providing a FY15 yield of 7.6%¹. It is expected that
the sale will be completed by 30 June 2014. The property is fully leased to the ‘AAA’ rated NSW State
Government with a significant remaining lease duration of 10 years and a further 5 year option period.
The property is strategically located at 1 Charles Street in the heart of the Parramatta CBD and benefits from
excellent transport links and local amenities. The property enjoys close proximity to the Parramatta Transport
Interchange (rail and bus) as well as super-regional Westfield Parramatta and Church Street Mall. 1 Charles
Street is also positioned close to the $1.6 billion Parramatta Square redevelopment precinct, which will
comprise a six stage development of residential apartments, commercial buildings and community facilities.
Parramatta is the primary office CBD of Western Sydney with around 700,000 square metres of office space.
The vacancy rate for “A grade” office in Parramatta is currently 0.5% [6] , which compares favourably to other
major Australian office markets. The location is expected to benefit significantly from the redevelopment of
Parramatta Square and extensive government infrastructure spending in Western Sydney over the next
decade including development of Sydney’s second international and domestic airport at Badgery’s Creek.
Completed in 2003, the building offers 31,954.1m² of lettable area across two towers both with large, efficient
floor plates. The award winning building features a number of innovative design features including
environmental initiatives to minimise heat gain, reduce glare and harvest rainwater and boasts a 4.5 star
1 The contract is subject to a number of conditions including entering into deeds with the tenant and third parties. These are expected to
be satisfied prior to 30 June 2014. 2 Excluding acquisition costs. Under the lease, Growthpoint also assumes responsibility for a $6 million contribution to works at the
3456property which the tenant can call on from June 2019. The increased debt facility remains subject to execution of a number of ancillary documents. Based on guidance of 19.7 cents per stapled security. As at 31 May 2014. Jones Lang LaSalle Research (Q4, 2013 data)
Page 1 of 4
----- End of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 7

03: ASX ANNOUNCEMENT

==> picture [358 x 396] intentionally omitted <==

----- Start of picture text -----

NABERS Energy rating. The property also features a high car parking allocation of 444 underground car
spaces.
Growthpoint Managing Director, Timothy Collyer, said,
“The Acquisition is a continuation of our strategy to acquire high quality, modern assets located in prime
markets with long WALE and fixed rental increases which will underpin the future growth of Growthpoint’s
distributable income. The Acquisition also increases Growthpoint’s weighting to NSW from 12% to 22%
in accordance with a deliberate strategy to increase exposure to this State.
This transaction and the $208 million of industrial properties purchased in 2013 and 2014 have further
diversified Growthpoint’s high quality portfolio and has again demonstrated the group’s ability to source
and execute quality transactions across sectors for the benefit of securityholders. We will continue to
seek investment opportunities in both office and industrial property markets.”
Equity raising
Growthpoint is undertaking a 1 for 9.37 renounceable rights issue to raise up to $125 million in new equity at
an offer price of $2.40 per new Growthpoint stapled security ( “Rights Offer” ). The offer price represents a
3.9% discount to Growthpoint’s distribution adjusted last closing price on 2 June 2014 and a 1.2% discount to
the distribution adjusted 5-day volume weighted average price to 2 June 2014. At the offer price, new stapled
securities are expected to provide a FY15 DPS yield of 8.2% [7] .
Growthpoint’s major securityholder, Growthpoint Properties Limited of South Africa ( “Growthpoint SA” ) has
committed to take up its full entitlement under the Rights Offer (approximately $80 million worth of new stapled
securities). The Rights Offer is not underwritten.
Existing Growthpoint securityholders will receive 1 renounceable right ( “Rights” ) for every 9.37 stapled
securities held on the record date of the Rights Offer. Securityholders who are eligible to participate in the
Rights Offer (being those securityholders with a registered address in Australia, New Zealand or South Africa
or who are otherwise eligible to participate) may choose to apply for all or some of their Rights, sell some or all
of their Rights or do nothing. The Rights will trade on the Australian Securities Exchange during the rights
trading period under the ASX code “GOZRA”.
Eligible securityholders who take up their entitlements in full may also apply for additional stapled securities at
the offer price of $2.40. Additional stapled securities will only be available where there is a shortfall between
applications received from eligible securityholders (or persons to whom Rights have been transferred or sold)
and the number of new stapled securities proposed to be issued under the Rights Offer. Securityholders who
apply for additional stapled securities may be allocated a lesser number of additional stapled securities than
applied for, or may be allocated no additional stapled securities at all. Growthpoint may scale back
applications for additional stapled securities. After the Rights Offer closes, if a sufficient shortfall remains
following the allocation of additional stapled securities (if any), Growthpoint may offer to sell new stapled
securities to existing and new institutional investors via a bookbuild at the offer price of $2.40 for any
remaining stapled securities relating to any Rights not taken up. In this event, securityholders whose Rights
are sold through the bookbuild will receive no value for those Rights.
New stapled securities issued under the Rights Offer will not be entitled to the distribution for the half year
ending 30 June 2014. All new stapled securities will rank equally with existing stapled securities for future
distributions and in all other respects. Further detail in relation to the Rights Offer will be provided to eligible
Growthpoint securityholders in the Rights Offer booklet.
----- End of picture text -----

==> picture [344 x 43] intentionally omitted <==

----- Start of picture text -----

7 Based on guidance of 19.7 cents per stapled security
Page 2 of 4
----- End of picture text -----

8 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

03: ASX ANNOUNCEMENT

Expanded debt facility

==> picture [127 x 40] intentionally omitted <==

In order to partly fund the Acquisition, Growthpoint has secured a $100 million expansion of its existing Syndicated Debt Facility. This $100 million tranche is for an initial term of one year with Growthpoint having the option to convert this into a further two or four year tranche at agreed margins under the Syndicated Debt Facility.

Growthpoint will also draw on remaining undrawn capacity within the Syndicated Debt Facility up to a maximum of $75.9 million to partly fund the Acquisition, with the final amount drawn dependent on the take up under the Rights Offer. The weighted average cost of debt across all facilities (including the expanded facility) is expected to be 5.79% per annum (including margin).

Pro forma balance sheet gearing is expected to be 43.4% to 45.6%, depending on the take-up of the Rights Offer.

FY14 distributable earnings and distribution confirmation and FY15 guidance

Growthpoint confirms its FY14 distributable income guidance of 19.6 to 20.0 cents per stapled security and full year distribution of 19.0 cents per stapled security remains unchanged. Securities issued in the Rights Offer will not be eligible to any share in the FY14 distribution.

Growthpoint expects FY15 distributable income of 20.3 to 20.6 cents per stapled security and a distribution of 19.7 cents per stapled security, representing an expected 3.7% growth in distribution from FY14[8] .

A distribution reinvestment plan is expected to be in operation for the August 2014 distribution allowing investors to reinvest their distribution at, currently, a 2% discount to the value weighted average price for the 10 trading days from 2 July 2014[9] .

Growthpoint’s Managing Director, Timothy Collyer, said, “the equity raising, in conjunction with the expansion of our existing debt facility, supports the Acquisition of a large, high quality office asset in New South Wales and further strengthens Growthpoint’s portfolio. Growthpoint’s distributable income growth is supported by the addition of another high quality tenant, an increase in average fixed rental reviews and a lengthened WALE.”

Indicative Equity Raising timetable

	Event	Indicative date
	Announcement of Rights Offer via ASX	Tuesday, 3 June 2014
	Ex-date for Rights and commencement of Rights trading	Thursday, 5 June 2014
	Rights Offer record date	Tuesday, 10 June 2014
	Rights Offer opens	Thursday, 12 June 2014
	Despatch of Rights Offer booklet	Thursday, 12 June 2014
	Rights trading period ends	Monday, 16 June 2014
	Rights Offer closes	Monday, 23 June 2014
	Bookbuild for Rights Offer shortfall securities (if any)	Thursday, 26 June 2014
	Allotment of new stapled securities issued under the Rights Offer10	Monday, 30 June 2014
Times refer to Melbourne, Australia time. Growthpoint reserves the right to		vary the timetable subject to the requirements
of the ASX Listing Rules, Corporations Act and other applicable laws.
Timothy Collyer, Managing Director
Media and investor enquiries should be directed to:
Aaron Hockly, Company Secretary
8This distributable income guidance of Growthpoint, and distributable income in future years, assumes, among other things, that
Growthpoint is able to re-let vacant space within the timeframes and on the terms anticipated by Growthpoint. Refer to the “Important
notice and disclaimer” at the end of this announcement for more details about assumptions and limitations of guidance. 9Growthpoint’s board reserves the right to alter or cancel the distribution reinvestment plan at any time. 10Excluding securities issued under the shortfall bookbuild (if any) with such securities to be issued on 2 July 2014.

==> picture [32 x 6] intentionally omitted <==

----- Start of picture text -----

Page 3 of 4
----- End of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 9

03: ASX ANNOUNCEMENT

==> picture [127 x 40] intentionally omitted <==

Growthpoint Properties Australia Telephone: +61 8681 2900 [email protected] Growthpoint Properties Australia Growthpoint Properties Australia is a publicly traded ASX listed A-REIT (ASX Code: GOZ) that specialises in the ownership and management of quality investment property. Including the Acquisition, GOZ owns interests in a diversified portfolio of 51 office and industrial properties throughout Australia valued at over $2 billion and has an investment mandate to invest in office, industrial and retail property sectors. GOZ aims to grow its portfolio over time and diversify its property investment by asset class, geography and tenant exposure through individual property acquisitions, portfolio transactions and corporate activity (M&A transactions) as opportunities arise. Important notice and disclaimer The Rights Offer does not constitute an offer, and stapled securities will not be issued or sold under the Rights Offer, in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer, issue or sale. No action has been taken to register or qualify the stapled securities or to otherwise permit a public offering of stapled securities outside Australia, New Zealand and South Africa. The stapled securities may be offered, issued or sold in any other jurisdiction under the Rights Offer where such an offer, issue or sale is permitted under applicable law. This announcement is for information purposes only and is not financial product or investment advice or a recommendation to acquire stapled securities. The information provided in this announcement 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 is not licensed to provide financial product advice. Cooling-off rights do not apply to an investment in stapled securities. This announcement contains summary information about Growthpoint and is dated 3 June 2014. The information in this announcement 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’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange ( “ASX” ), which are available at www.asx.com.au. This announcement 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 announcement 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 that 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, nor any of its directors, employees, 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 announcement contains such statements that are subject to risk factors associated with the industries in which Growthpoint operates. Please refer to the “Key Risks” section of the investor presentation released to the ASX on the date of this announcement for further information regarding these risk factors.

==> picture [31 x 6] intentionally omitted <==

----- Start of picture text -----

Page 4 of 4
----- End of picture text -----

10 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

04: HOW TO APPLY

SECTION 4: HOW TO APPLY

THE RIGHTS OFFER

Growthpoint Properties Australia is making a Rights Offer of New Stapled Securities to Securityholders who have a registered address in Australia, New Zealand, South Africa or, for Institutional Securityholders, certain jurisdictions as determined by Growthpoint Properties Australia, (and who are not otherwise ineligible within the definition of ‘Excluded Securityholders’ in the Glossary).

Eligible Securityholders who are on Growthpoint Properties Australia’s security register at 7.00 pm (Melbourne time) on Tuesday, 10 June 2014 ( Record Date ) will be entitled to apply for 1 New Stapled Security for every 9.37 Stapled Securities held on that date, at an issue price of $2.40 per New Stapled Security ( Offer Price ). The Offer Price is payable in full on application.

The number of New Stapled Securities to which you are entitled is shown on the accompanying personalised Entitlement and Acceptance Form. In determining Entitlements, any fractional entitlements have been rounded up to the nearest whole number of Stapled Securities.

The New Stapled Securities will be fully paid.

DISTRIBUTION ENTITLEMENT OF THE NEW STAPLED SECURITIES

New Stapled Securities issued under the Rights Offer will not be entitled to any distributions for the full year ending 30 June 2014. This is because the New Stapled Securities will be issued after the ex-date for that distribution on an ‘ex-distribution’ basis.

New Stapled Securities issued under the Rights Offer will be entitled to the full amount of any distributions for the half year ending 31 December 2014 and will rank equally with existing securities in all other respects.

AMOUNT TO BE RAISED

Up to approximately 52.1 million New Stapled Securities will be issued and Growthpoint Properties Australia will raise up to approximately $125 million under the Rights Offer.

UNDERWRITING AND PARTICIPATION OF MAJOR SECURITYHOLDER

Growthpoint SA, which holds approximately 64% of the issued capital of Growthpoint Properties Australia, has committed to subscribe for its full Entitlement under the Rights Offer.

The Offer will be managed by Merrill Lynch Equities (Australia) Limited ( Merrill Lynch or Sole Lead Manager ). The Offer will not be underwritten.

The degree to which Growthpoint SA’s interest in Growthpoint will increase (if at all) will depend on the rate of take-up by other Eligible Securityholders and the extent to which any Stapled Securities not taken up by Eligible Securityholders are sold in the Shortfall Bookbuild.

If no other Eligible Securityholders take up their Entitlements, and no Stapled Securities that represent Shortfall are sold through the Shortfall Bookbuild, Growthpoint SA’s holding would increase to around 66.3% post the Rights Offer.

Growthpoint SA does not currently intend to make any material changes to the business of Growthpoint Properties Australia despite any increase in its securityholding.

RIGHTS TRADING

The Rights Offer is renounceable. This means that Eligible Securityholders who do not wish to take up all or some of their Entitlement may sell or transfer the rights to their Entitlement ( Rights ). Information on how Rights may be sold or transferred is set out below. The Rights will be quoted on ASX. If you decide not to exercise all or part of your Rights, you should consider whether to renounce your Rights.

Excluded Securityholders will not be able to sell or transfer their Rights on ASX or otherwise.

ADDITIONAL STAPLED SECURITIES

Eligible Securityholders may, in addition to taking up their Entitlement in full, apply for Additional Stapled Securities in excess of their Entitlements. Additional Stapled Securities will only be available where there is a shortfall ( Shortfall ) between applications received from Eligible Securityholders (or from persons to whom Rights have been transferred or sold) and the number of New Stapled Securities proposed to be issued under the Rights Offer (excluding the Rights of Excluded Securityholders). Additional Stapled Securities will be issued at the Offer Price of $2.40 per New Stapled Security. The allocation of Additional Stapled Securities, and any scaleback, will be determined by Growthpoint Properties Australia in consultation with the Sole Lead Manager.

ALLOCATION POLICY

All Eligible Securityholders who apply for New Stapled Securities will, at a minimum, have their applications satisfied up to their Entitlement, unless all or part of the Rights Offer is withdrawn. If applications for Additional Stapled Securities exceed the Shortfall, Growthpoint Properties Australia may scale back applications for Additional Stapled Securities based on factors including the pro rata entitlement of Applicants that apply for Additional Stapled Securities and the expansion of Growthpoint Properties Australia’s securityholder base.

Allocation of Stapled Securities forming part of any Shortfall will be determined by the Sole Lead Manager in consultation with Growthpoint Properties Australia. Eligible Securityholders who apply for Additional Stapled Securities may be allocated a lesser number of Additional Stapled Securities than applied for, or may be allocated no Additional Stapled Securities at all, in which case excess Application Money will be refunded without interest.

SHORTFALL BOOKBUILD

Growthpoint Properties Australia may offer to sell the New Stapled Securities representing the Shortfall post any allocation of Additional Stapled Securities through a bookbuild to existing and new institutional investors ( Shortfall Bookbuild ), which would take place after the Rights Offer closes.

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 11

04: HOW TO APPLY

New Stapled Securities issued under the Shortfall Bookbuild (if any) will be sold at the Offer Price of $2.40. Consequently, Rights holders will receive no value for their Rights not taken up.

Growthpoint Properties Australia retains the absolute discretion to not conduct a Shortfall Bookbuild if, in its opinion, there are insufficient New Stapled Securities available to properly conduct a bookbuild.

ALTERNATIVES AVAILABLE

If you are an Eligible Securityholder, you may take any of the following actions:

1. Take up your Entitlement in full*.

2. Take up your Entitlement in full and apply for Additional Stapled Securities*.

3. Sell your Rights in full on ASX*.

4. Take up part of your Entitlement and sell the remaining Rights on ASX*.

5. Take up part of your Entitlement*.

6. Transfer all or part of your Rights to another person other than via ASX, with or without taking up the balance of your Entitlement*.

7. Do nothing and allow all of the New Stapled Securities representing your Entitlement to be offered to other Eligible Securityholders who apply for Additional Stapled Securities or sold through the Shortfall Bookbuild, if one is conducted (in which case you will receive no value for your Rights) (refer to page 11 ‘Shortfall Bookbuild’).

*Note: refer below for details of ‘What You Need to Do’

As a result of this Rights Offer, Securityholders who do not take up all of their Entitlement will have their percentage securityholding in Growthpoint Properties Australia diluted.

It is the responsibility of Applicants to determine their allocation prior to trading in the New Stapled Securities. The sale by

Applicants of New Stapled Securities prior to the receipt of a holding statement is at the Applicant’s own risk.

ENQUIRIES

If you are in doubt as to the course you should follow you should consult your stockbroker, accountant, solicitor or other independent professional adviser.

If you have:

› questions about how to complete the Entitlement and Acceptance Form or take up your Entitlement; or
› lost your Entitlement and Acceptance Form and would like a replacement form,

please call the Growthpoint Properties Australia Securityholder Information line on 1300 665 792 (local call cost within Australia) or on +61 3 9415 4366 (from outside Australia) between 8.30am and 5:00pm (Melbourne time) Monday to Friday from Tuesday, 10 June 2014 to Monday, 23 June 2014.

WHAT YOU NEED TO DO

1. TAKING UP ALL OF YOUR ENTITLEMENT

If you wish to take up all of your Entitlement, either:

› complete and return the personalised Entitlement and Acceptance Form together with a cheque, bank draft or money order for the applicable amount of the Application Money; or
› make payment of the applicable amount of the Application Money using BPAY®[3] (if you use BPAY you do not need to return the slip attached to the Entitlement and Acceptance Form),

in each case in accordance with the instructions on the Entitlement and Acceptance Form.

If you wish to take up all of your Entitlement and apply for Additional Stapled Securities either:

2. TAKE UP ALL OF YOUR If you wish to take up all of your Entitlement and apply for Additional Stapled Securities either: ENTITLEMENT AND › complete and return the personalised Entitlement and Acceptance Form together with a cheque, bank

APPLY FOR ADDITIONAL draft or money order for the applicable amount of the Application Money (for your Entitlement plus the STAPLED SECURITIES amount you wish to subscribe for Additional Stapled Securities); or

› make payment of the applicable amount of the Application Money (for your Entitlement plus the amount you wish to subscribe for Additional Stapled Securities) using BPAY (if you use BPAY you do not need to return the slip attached to the Entitlement and Acceptance Form),

in each case in accordance with the instructions on the Entitlement and Acceptance Form.

Allocations of Additional Stapled Securities may be scaled back by Growthpoint Properties Australia in consultation with the Sole Lead Manager. There is no assurance you will be allocated any Additional Stapled Securities.

3. SELLING ALL OF YOUR If you wish to sell all your Rights on ASX, you should instruct your stockbroker personally and provide details RIGHTS ON ASX set out on the Entitlement and Acceptance Form.

Rights trading on ASX is expected to commence on Thursday, 5 June 2014, with the sale of your Rights to be completed by Monday, 16 June 2014 when Rights trading ceases.

Please note that you may incur brokerage if you choose to sell your Entitlement on ASX. Eligible Securityholders who sell their Rights before receiving confirmation of their Entitlement in their personalised Entitlement and Acceptance Form do so at their own risk.

® registered to BPAY Pty Limited ABN 69 079 137 518

12 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

04: HOW TO APPLY

WHAT YOU NEED TO DO

WHAT YOU NEED TO DO
4. TAKING UP PART OF YOUR ENTITLEMENT AND SELLING THE REMAINING RIGHTS ON ASX	If you wish to take up part of your Entitlement and sell the remaining Rights on ASX: › in respect of the Rights to be sold, instruct your stockbroker personally and provide details set out on the Entitlement and Acceptance Form; and › in respect of the part of your Entitlement you are taking up, either: −complete and return the slip attached to the Entitlement and Acceptance Form together with a cheque, bank draft or money order for the applicable amount of the Application Money (for the number of New Stapled Securities you wish to take up); or −make payment of the applicable amount of the Application Money (for the number of New Stapled Securities you wish to take up) using BPAY (if you use BPAY you do not need to return the slip attached to the Entitlement and Acceptance Form), in each case in accordance with the instructions on the Entitlement and Acceptance Form.
5. TAKING UP PART OF YOUR ENTITLEMENT	If you wish to take up only part of your Entitlement under the Rights Offer, either: › complete and return the slip attached to the Entitlement and Acceptance Form together with a cheque, bank draft or money order for the applicable amount of the Application Money (for the number of New Stapled Securities you wish to take up); or › make payment of the applicable amount of the Application Money (for the number of New Stapled Securities you wish to take up) using BPAY (if you use BPAY you do not need to return the slip attached to the Entitlement and Acceptance Form), in each case in accordance with the instructions on the Entitlement and Acceptance Form.
6. TRANSFER ALL OR PART OF YOUR RIGHTS OTHER THAN ON ASX	You may elect to transfer all or part of your Rights to another person other than on ASX, provided that the purchaser is not an Excluded Securityholder (or would not be an Excluded Securityholder if the purchaser was the registered holder of Stapled Securities). To do this you must: › in respect of the Rights to be sold, if you are a CHESS sponsored holder, please contact your stockbroker, otherwise, complete and return a Standard Renunciation and Acceptance Form (available from your stockbroker or by calling the Growthpoint Properties Australia Securityholder Information Line) to the Registry in accordance with the instructions on the Standard Renunciation and Acceptance Form; and › in respect of any part of your Entitlement you are taking up, either: −complete and return the slip attached to the Entitlement and Acceptance Form together with a cheque, bank draft or money order for the applicable amount of the Application Money (for the number of New Stapled Securities you wish to take up); or −make payment of the applicable amount of the Application Money (for the number of New Stapled Securities you wish to take up) using BPAY (if you use BPAY you do not need to return the slip attached to the Entitlement and Acceptance Form), in each case in accordance with the instructions on the Entitlement and Acceptance Form.
7. DO NOTHING	If you do nothing, you will be taken to have authorised the sale of those securities that represent Entitlements by allocation as Additional Stapled Securities or in a Shortfall Bookbuild. Although you will continue to own the same number of Stapled Securities, your securityholding in Growthpoint Properties Australia will be diluted. As the price for which your Entitlement will be sold in the Shortfall Bookbuild is the Offer Price, you will not receive any value for your Entitlement not taken up. The tax consequences from selling your Entitlement or from doing nothing may be different. Before selling your Entitlement or choosing to do nothing in respect of your Entitlement, you should seek your own tax advice.

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 13

04: HOW TO APPLY

PAYMENT

You can pay in the following ways:

› BPAY (in which case you do not need to return the Entitlement and Acceptance Form); or
› cheque, bank draft or money order.

GENERAL

Cash payments will not be accepted. Receipts for payment will not be issued.

Any Application Money received for more than your final allocation of New Stapled Securities (including any Additional Stapled Securities applied for) will be refunded as soon as practicable. If you subscribe for less than your full Entitlement or do not pay for your full Entitlement, you are taken to have taken up your Entitlement in respect of the whole number of New Stapled Securities that is covered in full by your Application Money. Any Application Money received for more than your final allocation of New Stapled Securities and Additional Stapled Securities that is below a sum of $2.40 will not be refunded. No interest will be paid to Applicants on any Application Money received or refunded.

PAYMENT BY BPAY

For payment by BPAY please follow the instructions on the personalised Entitlement and Acceptance Form however please note that you do not need to return the Entitlement and Acceptance Form if you take up your Rights via this method. You can only make a payment via BPAY if you are the holder of an account with an Australian financial institution that supports BPAY transactions.

Please note that should you choose to pay by BPAY:

› you do not need to return the slip attached to the personalised Entitlement and Acceptance Form but are taken to make the declarations and other statements on the Entitlement and Acceptance Form (and in this Offer Booklet) as if you had returned the slip;
› if you do not pay for your full Entitlement, you will be regarded as having taken up your Entitlement in respect of such whole number of New Stapled Securities which is covered in full by your Application Money; and
› if you apply for Additional Stapled Securities and do not pay for the full number of Additional Stapled Securities applied for, you will be regarded as having applied for such whole number of Additional Stapled Securities which is covered in full by your Application Money.

It is your responsibility to ensure that your BPAY payment is received by no later than 5.00pm (Melbourne time) Monday, 23 June 2014. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

PAYMENT BY CHEQUE, BANK DRAFT OR MONEY ORDER

For payment by cheque, bank draft or money order, you should complete your Entitlement and Acceptance Form in accordance with the instructions on that form and return the slip accompanied by a cheque, bank draft or money order for the amount of the Application Money, payable to ‘Growthpoint Properties Australia Limited’ and crossed ‘Not Negotiable’.

Your cheque, bank draft or money order must be:

› for an amount equal to $2.40 multiplied by the number of New Stapled Securities (including any Additional Stapled Securities) that you are applying for; and
› in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Money as your cheques will be processed on the day of receipt. If the amount of your cheque for Application Money (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Stapled Securities you have applied for, including any Additional Stapled Securities, you will be taken to have applied for such lower number of whole New Stapled Securities

as your cleared Application Money will pay for (and to have specified that number of New Stapled Securities on your Entitlement and Acceptance Form). Alternatively, your application may not be accepted in Growthpoint Properties Australia’s absolute discretion.

MAILING ADDRESS

To participate, the slip attached to the Entitlement and Acceptance Form and your payment (or, if you are paying by BPAY, your payment only) must be received no later than the close of the Rights Offer, at 5.00pm (Melbourne time) on Monday, 23 June 2014. The address for completed slips and cheques/ bank drafts/money orders is:

Growthpoint Properties Australia c/- Computershare Investor Services Pty Limited GPO Box 505 Melbourne VIC 3001 AUSTRALIA

A reply paid or self-addressed envelope is provided with this Offer Booklet for Securityholders in Australia. New Zealand and South African holders will need to affix the appropriate postage.

EFFECT OF PARTICIPATING

GENERAL

By completing and returning the slip attached to your personalised Entitlement and Acceptance Form (directly or via your stockbroker) with the requisite Application Money, or making a payment by BPAY (if you use BPAY you do not need to return the slip attached to the Entitlement and Acceptance Form), or by otherwise applying to participate, you do each of the following:

(a) You authorise Growthpoint Properties Australia to register you as the holder(s) of the New Stapled Securities allotted to you, and authorise Growthpoint Properties Australia and its officers or agents to do anything on your behalf necessary for the New Stapled Securities to be issued to you, including to act on instructions of Growthpoint Properties Australia’s registry upon using the contact details set out in the Entitlement and Acceptance Form.

14 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

04: HOW TO APPLY

(b) You agree to apply for, and be issued with up to, the number of New Stapled Securities that you apply for at the offer price of $2.40, and agree to be bound by the terms of this Offer Booklet and the provisions of the Growthpoint Properties Australia Limited constitution and the Growthpoint Properties Australia Trust constitution.
(c) You declare that:
all details and statements made in the Entitlement and Acceptance Form are complete and accurate;
if you are a natural person, you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Rights Offer; and
you are the current registered holder(s) of the Stapled Securities in your name at the Record Date.
(d) You acknowledge that:
once Growthpoint Properties Australia receives your application slip or your payment by BPAY (if you use BPAY you do not need to return the slip attached to the Entitlement and Acceptance Form), you may not withdraw it except as allowed by law; and
the information contained in this Offer Booklet is not investment advice or a recommendation that New Stapled Securities are suitable for you, given your investment objectives, financial situation or particular needs.
(e) You represent and warrant that:
you are an Eligible Securityholder; and
the law of any place does not prohibit you from being given this Offer Booklet or making an application for New Stapled Securities.

JURISDICTIONAL REPRESENTATIONS AND ACKNOWLEDGMENTS

By completing and returning the slip attached to your personalised Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY (if you use BPAY you do not need to return the slip attached to the Entitlement

and Acceptance Form), or by otherwise applying to participate, you will also be deemed to have represented on behalf of each person on whose account you are acting that:

(a) you are not in the United States and are not a U.S Person, and are not acting for the account or benefit of, a U.S. Person;
(b) you acknowledge that the New Stapled Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia, New Zealand or South Africa and accordingly, the New Stapled Securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws;
(c) you have not and will not send any materials relating to the Rights Offer to any person in the United States or that is, or is acting for the account or benefit of a U.S. Person;
(d) if you (or any person for whom you are acquiring the New Stapled Securities) are in Hong Kong, you (and any such person) are a “professional investor” as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong;
(e) If you (or any person for whom you are acquiring the New Stapled Securities) are in Singapore, you (and any such person):

1. are an “institutional investor” (as such term is defined in the Securities and Futures Act of Singapore ( SFA ));

2. will acquire the New Stapled Securities in accordance with applicable provisions of the SFA; and

3. acknowledge that the offer of the New Stapled Securities is subject to the restrictions (including selling restrictions) set out in the SFA;

ROLE OF YOUR STOCKBROKER

Where you elect to sell Rights, your stockbroker will act on your behalf. Growthpoint Properties Australia accepts no responsibility for any failure by your stockbroker to carry out your instructions. Persons buying Rights will need to pay the Application Money to take them up and should follow the directions of their stockbroker.

ENTITLEMENTS OF EXCLUDED SECURITYHOLDERS

In compliance with Listing Rule 7.7.1 and sections 708AA and 1012DAA (including section 9A) of the Corporations Act, Growthpoint Properties Australia will arrange for the sale on ASX of the Rights that would have been granted to Excluded Securityholders. Growthpoint Properties Australia will direct the net proceeds (if any) to Excluded Securityholders.

The Sole Lead Manager will have the absolute and sole discretion to determine the timing and the price at which the Rights may be sold and the manner in which any sale is made. Any interest earned or the proceeds of the sale of these Rights will be applied against the expenses of such sale, including brokerage, and any balance will accrue to Growthpoint Properties Australia.

The net proceeds of sale (if any) will be paid in Australian dollars to the Excluded Securityholders for whose benefit the Rights have been sold in proportion to their securityholdings (after deducting expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by Growthpoint Properties Australia for distributing those proceeds, such proceeds may be retained by Growthpoint Properties Australia.

Notwithstanding that Growthpoint Properties Australia may sell Rights, Excluded Securityholders may nevertheless receive no net proceeds if the costs of the sale are greater than the sale proceeds.

Growthpoint Properties Australia will not be liable for a failure to sell Rights or to sell Rights at any particular price. If, in the reasonable opinion of Growthpoint

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 15

04: HOW TO APPLY

OFFICE PORTFOLIO: NSW POLICE HEADQUARTERS, 1 CHARLES STREET, PARRAMATTA, NSW

Properties Australia, there is no market for the Rights of Excluded Securityholders, or a surplus over the sale-related expenses is unlikely to be obtained for the Rights that would have been offered to the Excluded Securityholders, then the New Stapled Securities that represent these Rights may be offered for sale through the Shortfall Bookbuild, if one is conducted.

CONSENT

None of the parties referred to in the Corporate Directory of this Offer Booklet (other than Growthpoint Properties Australia), has made or authorised the making of any statement that is included in this Offer Booklet or any statement on which a statement in this Offer Booklet is based.

To the maximum extent permitted by law each of these parties expressly disclaims and takes no responsibility for any statements in or omissions from this Offer Booklet other than references to its name or a statement or report included in this Offer Booklet with the consent of that party as specified above.

Neither Herbert Smith Freehills nor the Sole Lead Manager has provided any income taxation advice in or in relation to this Offer Booklet and has not caused or authorised the issue of this Offer Booklet.

==> picture [344 x 764] intentionally omitted <==

16 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

05: IMPORTANT INFORMATION

SECTION 5: IMPORTANT INFORMATION

GENERAL

You should read the information in this Offer Booklet carefully and in its entirety before deciding whether to invest in New Stapled Securities. In particular, you should consider the risk factors outlined in the Investor Presentation contained in this Offer Booklet at page 21-35, which was separately released to the ASX on Tuesday, 3 June 2014 that could affect the operating and financial performance of Growthpoint Properties Australia or the value of an investment in Growthpoint Properties Australia.

Growthpoint Properties Australia has applied for the grant by ASX of official quotation of the New Stapled Securities. If the ASX does not grant quotation for the New Stapled Securities, Growthpoint Properties Australia will not allot any New Stapled Securities and all Application Money will be refunded without interest.

It is expected that normal trading will commence in relation to New Stapled Securities issued under the Rights Offer on Tuesday, 1 July 2014 (excluding any issued under any Shortfall Bookbuild). Growthpoint Properties Australia disclaims all liability (to the maximum extent permitted by law) to persons who trade New Stapled Securities before the New Stapled Securities are quoted on ASX or receiving their confirmation of issue, whether on the basis of confirmation of the allocation provided by Growthpoint Properties Australia or the Registry.

EXCLUDED SECURITYHOLDERS

Growthpoint Properties Australia is only making an offer under the Rights Offer to Eligible Securityholders. An Eligible Securityholder is a holder of Stapled Securities who is registered as a holder of Stapled Securities as at 7.00pm (Melbourne time) on the Record Date and who is not an Excluded Securityholder.

A person will be an Excluded Securityholder if that person:

› has a registered address which is not in Australia, New Zealand or South Africa (or, for Institutional Securityholders, any other jurisdiction as Growthpoint Properties Australia determines);
› is in the United States or is a U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933) or acting for the account or benefit of a U.S. Person; or
› is ineligible under any applicable securities laws to receive an offer under the Rights Offer.

Growthpoint Properties Australia has decided that it is unreasonable to extend the Rights Offer to Excluded Securityholders having regard to:

› the number of Securityholders outside Australia, New Zealand and South Africa;
› the number and value of New Stapled Securities that would be offered to Securityholders outside of Australia, New Zealand and South Africa; and
› the cost of complying with the legal requirements, and requirements of regulatory authorities, in the overseas jurisdictions.

NOT INVESTMENT ADVICE

The information in this Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It does not contain all the information that would be required to be included in a prospectus. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Growthpoint Properties Australia is not licensed to provide financial product advice in respect of the New Stapled Securities.

The information in this Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Stapled Securities.

Before deciding whether to apply for New Stapled Securities (including any Additional Stapled Securities), you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks

involved. If, after reading the information in this Offer Booklet, you have any questions about the Rights Offer, you should contact your stockbroker, accountant or other independent professional adviser.

NO COOLING OFF RIGHTS

Cooling off rights do not apply to an investment in New Stapled Securities. You cannot withdraw your application once it has been accepted.

RISKS

The ‘Key Risks’ section of the Investor Presentation details important factors and risks that could affect the financial and operating performance of Growthpoint Properties Australia. You should consider these risk factors carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Rights Offer.

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspects of the Rights Offer.

TAXATION

Set out below is a summary of the Australian tax implications of the Rights Offer for Eligible Securityholders who are residents of Australia for tax purposes and who hold their Stapled Securities as capital assets.

The summary below does not apply to Eligible Securityholders who hold their Stapled Securities as assets used in carrying on a business or who may carry on the business of security trading, banking or investment.

The summary below does not apply to Eligible Securityholders whose Stapled Securities are held through an employee security plan or whose Stapled Securities are held as revenue assets or trading stock.

The summary below also does not take account of any individual circumstances of any particular Eligible Securityholder. Eligible Securityholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisers.

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 17

05: IMPORTANT INFORMATION

The summary below is based on the law in effect as at the date of this Offer Booklet.

ISSUE OF RIGHTS

Subject to the qualifications noted above, the issue of the Rights will not itself result in any amount being included in the assessable income of an Eligible Securityholder.

EXERCISE OF RIGHTS

Eligible Securityholders who exercise their Rights and are allocated New Stapled Securities (including any Additional Stapled Securities applied for and allocated) will have a cost base for capital gains tax ( CGT ) purposes of their new units and shares in, respectively, Growthpoint Properties Australia Trust (the Trust ) and Growthpoint Properties Australia Limited equal to a reasonable apportionment of the offer price payable by them for those stapled securities plus a reasonable apportionment of any non-deductible incidental costs they incur in acquiring them.

Eligible Securityholders will not make any capital gain or loss, or assessable income, from exercising Rights or subscribing for the New Stapled Securities.

SALE OR TRANSFER OF RIGHTS

The sale or transfer of Rights will give rise to a CGT event for a Securityholder on the date of sale or transfer. On the basis that Securityholders will have little or no cost base in their Rights, a Securityholder that:

(a) sells their Rights on ASX will make a capital gain broadly equal to the sale proceeds received; or
(b) transfers their Rights other than by sale on ASX will make a capital gain broadly equal to the sale proceeds received or the market value of those Rights at the time of transfer (if the sale proceeds are more or less than the market value of those Rights).

On the basis that Rights are to be issued to existing Securityholders, the Rights will be treated for the purposes of the CGT rules as having been acquired when the Securityholder’s securities were acquired. In order to benefit from the CGT discount that

may be available to individuals, trust and complying superannuation funds in respect of a sale or transfer of Rights, the Securities to which the Rights relate must have been held for at least 12 months before the sale or transfer of the Rights.

NEW STAPLED SECURITIES

Eligible Securityholders who exercise their Rights will acquire New Stapled Securities (including any Additional Stapled Securities applied for and allocated). Any future dividends or other distributions made in respect of those New Stapled Securities will be subject to the same taxation treatment as dividends or other distributions made on Stapled Securities held in the same circumstances.

If Eligible Securityholders receive a ‘tax deferred’ distribution, it will generally not be included in an Eligible Securityholder’s assessable income. However the tax deferred component will reduce the cost base of the units in the Trust (as described above) and a capital gain will arise to the extent a tax deferred distribution exceeds the cost base of the units.

On any future disposal of New Stapled Securities, Eligible Securityholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Stapled Securities.

New Stapled Securities will be treated for the purposes of the CGT discount as having been acquired when the Eligible Securityholder exercised the Right to subscribe for them. Accordingly, in order to benefit from the CGT discount in respect of a disposal of those stapled securities, they must have been held for at least 12 months after that date before the disposal occurs.

OTHER AUSTRALIAN TAXES

No Australian Goods and Services Tax ( GST ) or stamp duty is payable in respect of the grant or exercise of Rights or the acquisition of New Stapled Securities[4] .

Securityholders should seek their own professional advice.

INFORMATION AVAILABILITY

Eligible Securityholders in Australia, New Zealand and South Africa can obtain a copy of the information in this Offer Booklet during the period of the Rights Offer via the Growthpoint Properties Australia website at www.growthpoint.com.au or by calling the Growthpoint Properties Australia Securityholder Information Line.

Persons who access an electronic version of this Offer Booklet should ensure that they download and read the entire Offer Booklet. A replacement Entitlement and Acceptance Form can be downloaded from Registry’s secure website www.investorcentre.com or requested by calling the Growthpoint Properties Australia Securityholder Information Line on 1300 665 792 (from within Australia) or +61 3 9415 4366 (from outside Australia) between 8.30 am to 5.00 pm (Melbourne time) Monday to Friday from Tuesday, 10 June 2014 to Monday, 23 June 2014.

No party other than Growthpoint Properties Australia has authorised or caused the issue of the information in this Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in the information in this Offer Booklet.

FUTURE PERFORMANCE AND FORWARD LOOKING STATEMENTS

Neither Growthpoint Properties Australia nor any other person warrants or guarantees the future performance of the New Stapled Securities or any return on any investment made pursuant to the Rights Offer. Forward looking statements, opinions and estimates provided in the information in this Offer Booklet 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 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. They are subject to known

This assumes that the increase (if any) in Growthpoint SA’s percentage interest in Growthpoint Properties Australia as a result of the grant or exercise of Rights or the acquisition of New Stapled Securities does not result in Growthpoint SA holding (on an associated persons and associated transactions basis) an interest of 90% or more in Growthpoint Properties Australia.

18 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

05: IMPORTANT INFORMATION

and unknown risks, uncertainties and assumptions, many of which are outside the control of Growthpoint Properties Australia and the Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Offer Booklet.

PAST PERFORMANCE

Investors should note that the past security performance of Stapled Securities provides no guidance as to future price performance.

GOVERNING LAW

This Offer Booklet, the Rights Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Victoria, Australia. Each Applicant for New Stapled Securities submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

FOREIGN JURISDICTIONS

The information in this Offer Booklet has been prepared to comply with the requirements of the securities laws of Australia.

The New Stapled Securities being offered under the information in this Offer Booklet 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 Offer Booklet 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.

The information in this Offer Booklet 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 New Stapled Securities, or otherwise permit the public offering of the New Stapled Securities, in any jurisdiction other than Australia, New Zealand and South Africa.

The distribution of the information in this Offer Booklet (including an electronic copy)

outside Australia, New Zealand and South Africa is restricted by law. If you come into possession of the information in this Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions.

Any non-compliance with these restrictions may contravene applicable securities laws.

The New Stapled Securities have not been, and will not be, registered under the U.S. Securities Act or the securities law of any state or other jurisdiction of the United States. The New Stapled Securities to be issued under the Rights Offer may be offered and sold solely outside the United States to persons that are not U.S. Persons and are not acting for the account or the benefit of U.S. Persons in “offshore transactions’ in reliance on Regulation S under the U.S. Securities Act. No Party has offered or sold and no party will offer or sell, directly or indirectly, any New Stapled Security in the United States or to, or for account or benefit of, U.S. Persons, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities law.

SOUTH AFRICA

The offer of New Stapled Securities under the Rights Offer described in this Offer Booklet does not constitute an offer to the public in South Africa in terms of the Companies Act, 2008 ( Companies Act ) and, accordingly, this document has not been registered as a prospectus with the South African Companies and Intellectual Property Commission.

The issuer is not authorised and the New Stapled Securities are not allowed to be offered to the public. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Stapled Securities may not be circulated or distributed, nor may the New Stapled Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in South Africa except to “institutional investors” (as set out in section 96(1)(a) of the Companies Act), or to shareholders pursuant to a rights offer (including this Rights Offer), or otherwise pursuant to, and in accordance with the

conditions of, any other applicable provisions of the Companies Act.

In addition, the Rights Offer does not constitute soliciting investments from members of the public in South Africa in terms of the Collective Investment Schemes Control Act, 2002 ( CISCA ) and, accordingly, Growthpoint Properties Australia has not registered as a foreign collective investment scheme in South Africa under CISCA.

HONG KONG

WARNING: This document has not been, and will not be, authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the “SFO”). No action has been taken in Hong Kong to authorise this document or to permit the distribution of this document or any documents issued in connection with it.

No advertisement, invitation or document relating to the New Stapled Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Stapled Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

SINGAPORE

This document has not been registered as a prospectus with the Monetary Authority of Singapore (“MAS”) and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the “SFA”) in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The issuer is not authorised or recognised by the MAS and the New Stapled Securities are

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 19

05: IMPORTANT INFORMATION

not allowed to be offered to the retail public. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Stapled Securities may not be circulated or distributed, nor may the New Stapled Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to “institutional investors” (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an “institutional investor” (as defined under the SFA). In the event that you are not an institutional investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Stapled Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

DECLARATIONS

If you make an application for New Stapled Securities under the Growthpoint Properties Australia Rights Offer, you will be taken to make the declarations to Growthpoint Properties Australia that you:

› agree to be bound by the terms of the Rights Offer;
› authorise Growthpoint Properties Australia to register you as the holder of the New Stapled Securities allotted to you;
› declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;
› declare that, if you are a natural person, you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;
› acknowledge that once Growthpoint Properties Australia receives the Entitlement and Acceptance Form or any payment of Application Monies including via BPAY, you may not withdraw it;
› agree to apply for the number of New Stapled Securities specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies including via BPAY, at the issue price of $2.40 per New Stapled Security;
› agree to comply with the terms of the Growthpoint Properties Australia Limited and Growthpoint Properties Australia Trust constitution;
› agree to be allotted the number of New Stapled Securities that you apply for;
› authorise Growthpoint Properties Australia and the Registry and their respective officers or agents, to do anything on your behalf necessary for New Stapled Securities to be issued to you, including to act on instructions of the Registry upon using the contact details set out in the Entitlement and Acceptance Form;

› declare that you are the current registered holder of Stapled Securities and, unless you are an Institutional Securityholder located in a selected jurisdiction outside of Australia, New Zealand and South Africa as notified by Growthpoint Properties Australia, you are an Australian, New Zealand or South African resident with a registered address in Australia, New Zealand or South Africa and are otherwise not an Excluded Securityholder;

› acknowledge that the information contained in this Offer Booklet and the Entitlement and Acceptance Form is not investment advice nor a recommendation that New Stapled Securities are suitable for you given your investment objectives, financial situation or particular needs, and is not a product disclosure statement, does not contain all of the information that you may require in order to assess an investment in Growthpoint Properties Australia and is given in the context of Growthpoint Properties Australia past and ongoing continuous disclosure announcements to ASX;

› represent and warrant that the law of any other place does not prohibit you from being given this Offer Booklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Stapled Securities;
› acknowledge the statement of risks in the ‘Key Risks’ section of the Investor

Presentation, and that investments in Growthpoint Properties Australia are subject to investment risk;

› acknowledge that neither Growthpoint Properties Australia nor any of the directors, officers, employees, agents, consultants or advisors of Growthpoint Properties Australia Limited (either as responsible entity of Growthpoint Properties Australia Trust or in its own capacity) guarantees the performance of Growthpoint Properties Australia nor do they guarantee the repayment of capital from Growthpoint Properties Australia;
› represent and warrant (for the benefit of Growthpoint Properties Australia and its affiliates) that you are not in the United States and that you are not, and you are not acting for the account or benefit of, a U.S. person;
› acknowledge that Entitlements and New Stapled Securities have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia, New Zealand or South Africa and accordingly, Entitlements may not be taken up, and New Stapled Securities may not be offered, sold or otherwise transferred, in the United States or to, or for the account or benefit of, any U.S. Person except in accordance with an available exemption form, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities law;
› agree not to send this Offer Booklet, the Entitlement and Acceptance Form or any other material relating to the Rights Offer to any person in the United States or that is, or is acting for the account or benefit off, a U.S. Person; and
› agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Rights Offer and/or of your holding of Stapled Securities on the Record Date.

20 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

06: INVESTOR PRESENTATION

SECTION 6:

INVESTOR PRESENTATION

==> picture [422 x 299] intentionally omitted <==

----- Start of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA (ASX CODE: GOZ)
PROPERTY ACQUISITION
& EQUITY RAISING
3 June 2014
Growthpoint Properties Australia Trust
ARSN 120 121 002
Growthpoint Properties Australia Limited
ABN 33 124 093 901 AFSL 316409
----- End of picture text -----

IMPORTANT INFORMATION

==> picture [422 x 258] intentionally omitted <==

----- Start of picture text -----

DISCLAIMER Growthpoint reserves the right to withdraw the Rights a standardised meaning prescribed by Australian undertaking to release any updates or revisions to the
This presentation and its appendices (“Presentation”) is dated 3 June 2014 and 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). Units in Growthpoint Properties Australia Trust are stapled to shares in Growthpoint Properties Australia Limited and, together form Growthpoint Properties Australia (“Growthpoint”). By receiving this Presentation, you are agreeing to the following restrictions and limitations. SUMMARY INFORMATION This Presentation contains summary information about Growthpoint and is dated 3 June 2014. The information is subject to change without notice and does not purport to be complete or comprehensive. It does not purport to summarise all information that an investor NOT FINANCIAL PRODUCT ADVICE This Presentation is not financial product advice or a recommendation to acquire Growthpoint stapled securities (“Securities”). It has been prepared without taking into account any investor’s objectives, financial position, situation or needs. Therefore, before making an investment decision, investors should consider the appropriateness of the information in this Presentation and have regard to their own objectives, financial situation and needs. Investors should seek such financial, legal or tax advice as they deem necessary or consider appropriate for their particular jurisdiction. Growthpoint is not licensed to provide financial product advice. Cooling off rights do not apply to the acquisition of the Securities. FINANCIAL INFORMATION Offer or vary the timetable included in this Presentation. Accounting Standards and, therefore, are not measures of financial performance, liquidity or value under the IFRS or U.S. GAAP and may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information or non-GAAP financial measures and ratios included in this Presentation.In addition, this Presentation contains pro forma financial information, including a pro forma balance sheet. The pro forma financial information does not purport to be in compliance with Article 11 of Regulation S-X of the Rules of the U.S. Securities and Exchange Commission. FUTURE PERFORMANCE PAST PERFORMANCE Past performance information given in this Presentation is given for illustration purposes only and should not information to reflect any change in expectations or assumptions.An investment in the Securities and the outcome of the matters referred to in forward-looking statements are subject to investment and other known and unknown risks, some of which are beyond the control of Growthpoint, including possible delays in repayments and loss of income and principal invested. Please see the key risks section of this Presentation for further details. Growthpoint does not guarantee any particular rate of return or the performance of Growthpoint nor do they guarantee the repayment of capital from Growthpoint or any particular tax treatment. Persons should have regard to the risks outlined in this Presentation.
should consider when making an investment decision. It should be read in conjunction with Growthpoint’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au.The information in this Presentation has been obtained from or based on sources believed by Growthpoint to be reliable. To the maximum extent permitted by law, Growthpoint, the lead manager, their affiliates, officers, employees, agents and advisors do not make any warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this Presentation and disclaim all responsibility and liability for the information (including, without limitation, liability for negligence).None of the lead manager, nor any of its affiliates, related bodies corporate, directors, officers, employees, agents or advisers have authorised, caused or permitted the issue, submission or dispatch of this Presentation and, nor do they make any recommendation as to whether any potential investor should participate in the offer of securities referred to in this Presentation. None of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by them. Further, none of them accept any fiduciary obligation to All information is in Australian dollars and all statistics are as at 31 December 2013 unless otherwise stated. Investors should note that this Presentation contains pro forma historical financial information. The pro forma historical financial information included in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission. Investors should also be aware that certain financial data included in this Presentation are “non-IFRS financial information” under ASIC Regulatory Guide 230 Disclosing non-IFRS financial information published by the Australian Securities and Investments Commission (“ASIC”) and “non-GAAP financial measures” under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. These measures include distributions per Security, Gearing, net tangible assets, net tangible assets per Security, EPS yield, DPS yield, capitalisation rates and distribution yield. The disclosure of such non-GAAP financial measures in the manner included in this Presentation would not be permissible in a registration statement under the U.S. Securities Act of 1933, as amended (“Securities Act”). Growthpoint believes these non-IFRS financial information and non-GAAP financial measures provide useful information to users in measuring the financial performance and conditions This Presentation contains “forward-looking” statements. Forward-looking statements can generally be identified by the use of forward-looking words such as “anticipated”, “expected”, “projections”, ‘guidance’, ‘forecast”, “estimates”, “could”, “may”, “target”, “consider”, and “will” and other similar expressions and include, but are not limited to, earnings and distributions guidance, change in NTA, expected gearing, the outcome and effects of the Acquisitions and Rights Offer and the use of proceeds. Forward looking statements, opinions and estimates are based on assumptions and contingencies which are subject to certain risks, uncertainties and change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.Forward-looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Should one or more of the risks or uncertainties materialize, or should underlying assumptions prove incorrect, there can be no assurance that actual outcomes will not differ materially from these statements. To the fullest extent permitted by law, Growthpoint and its directors, officers, be relied upon as (and is not) an indication of future performance. Actual results could differ materially from those referred to in this Presentation. NOT AN OFFER This Presentation is not an offer or an invitation to acquire new Securities or any other financial products and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only. This Presentation may not be distributed or released in the United States. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The new Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in the United States or to, or for the account or benefit of any person in the United States, unless they have been registered under the Securities Act or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable US state securities laws.NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.
or relationship with any investor in connection with the of Growthpoint. The non-IFRS financial information employees, advisers, agents and intermediaries disclaim
offer of securities or otherwise. and these non-GAAP financial measures do not have any obligation or
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 2
----- End of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 21

06: INVESTOR PRESENTATION

4 Overview 6 Acquisition 10 Transaction impact 14 Acquisition funding 20 Appendix 1 – Control implications 22 Appendix 2 – Key risks 27 Appendix 3 – Foreign jurisdictions 29 Glossary EXECUTIVE MANAGEMENT TEAM TIMOTHY COLLYER AARON HOCKLY DION ANDREWS MICHAEL GREEN Managing Director Company Secretary Chief Financial Officer Portfolio Manager & General Counsel

==> picture [422 x 298] intentionally omitted <==

----- Start of picture text -----

OVERVIEW
4
----- End of picture text -----

22 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

06: INVESTOR PRESENTATION

TRANSACTION OVERVIEW

› Acquisition of the NSW Police Headquarters, an A-grade office building located in Parramatta, New South Wales ( Acquisition )[1]
ACQUISITION – Purchase price of $241.1 million[2] , representing a FY15 yield of 7.6% – Fully leased to the NSW State Government (‘AAA’ rated), with WALE of 10 years[3] – 3.5% per annum fixed increases in rent, adjusted quarterly
› Equity raising of up to $125 million via a renounceable rights offer ( Rights Offer ) – Offer price of $2.40 per new Security – Growthpoint SA has committed to taking up its full entitlement under the Rights Offer (approximately $80.0 million
ACQUISITION worth of new Securities) FUNDING – The Rights Offer is not underwritten › Debt facilities – $100 million expansion to existing Syndicated Debt Facility – Growthpoint will utilise undrawn debt capacity to fund the balance of the Acquisition ($31 million - $76 million)
› FY14 distribution guidance of 19.0 cps maintained › FY15 guidance provided
TRANSACTION – Distributable income of 20.3 to 20.6 cps, representing a yield of 8.5% - 8.6% on the offer price IMPACT – Distribution guidance of 19.7cps, representing a yield of 8.2% on the offer price › Transaction is earnings accretive for FY15 › Pro forma balance sheet gearing of 43.4% - 45.6%[4]
1. Contract is subject to a number of conditions including deeds with tenants and third parties. Completion expected to occur by 30 June 2014 2. Excludes transaction costs 3. As at 31 May 2014 4. As at 31 December 2013, pro forma for balance date adjustments, completion of the Acquisition and the Rights Offer. Range depends on Securityholders other than Growthpoint SA who take up entitlements. See page 13 for full pro forma balance sheet GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 5

==> picture [422 x 298] intentionally omitted <==

----- Start of picture text -----

ACQUISITION
6
----- End of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 23

06: INVESTOR PRESENTATION

==> picture [422 x 299] intentionally omitted <==

----- Start of picture text -----

TRANSACTION MEETS
GROWTHPOINT’S OBJECTIVES
TRANSACTION IMPACTS
› Accretive to FY15 distributable income
› Quality A-grade office building (4.5 star NABERS), specified and constructed
to high office standard
› Enhances Growthpoint’s portfolio metrics – WALE, occupancy, average fixed
rent increase and tenant quality
› Increases Growthpoint’s NSW property exposure to 22% from 12%, further
diversifying the portfolio
› Investment into the growth market of Greater Western Sydney which is
supported by strong projected population growth and significant government
committed infrastructure projects
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 7
----- End of picture text -----

==> picture [422 x 298] intentionally omitted <==

----- Start of picture text -----

PROPERTY ACQUISITION
NSW POLICE HEADQUARTERS, 1 CHARLES STREET, PARRAMATTA, NSW
› Strategically located in the heart of the Parramatta CBD, KEY FACTS
benefitting from excellent transport links and local amenities
› Fully leased to the ‘AAA’ rated NSW State Government with a PROPERTY TYPE A-grade office
significant remaining lease term of 10 years plus a further 5 year BUILT 2003
option period INTEREST 100% freehold
› Completed in 2003, the A-grade office building offers 31,954m2 NET LETTABLE AREA 31,954.1 m2
of lettable area across two towers both with large, efficient floor AVERAGE FLOOR PLATE 1,243 to 2,483 m2
plates
LAND AREA 6,460 m2
› Generous car parking allocation of 444 underground spaces,
representing a ratio well in excess of comparable properties which CAR PARKING 444 spaces
will help secure the incumbent tenant, given its requirement for NABERS ENERGY RATING 4.5-star
extensive car parking PURCHASE PRICE $241.1 million [1]
› As part of the Acquisition, Growthpoint will have access to a FY2015 YIELD 7.6%
$2.2 million account available for refurbishment and capital expenditures. In June 2019 Growthpoint will need to make OCCUPANCY 100%
available $6.0 million for the tenant to spend on capital TENANT 100% occupied by NSW Government (NSW
expenditure or refurbishment Police)
LEASE TERM 20 years to May 2024 (with a 5 year option)
WALE 10 years [2]
RENT REVIEWS Fixed 3.5% per annum, adjusted quarterly
INDEPENDENT Colliers International have valued this property at
VALUATION $241.1 million, supporting the Acquisition price
1. Excluding Acquisition costs
2. As at 31 May 2014
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 8
----- End of picture text -----

24 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

06: INVESTOR PRESENTATION

==> picture [422 x 620] intentionally omitted <==

----- Start of picture text -----

PROPERTY ACQUISITION
LOCATION
› Parramatta is located 24km from the Sydney CBD, directly
connected via modern road and rail infrastructure
› The property benefits from proximity to public transport,
Parramatta CBD amenities and major arterial roads
– Close to Parramatta’s rail and bus interchange and
Parramatta Ferry Wharf
– Nearby to shops, restaurants and amenities at the super-
regional Westfield Parramatta and Church Street Mall
– Convenient access to both the M4 Western Motorway and
the M2 Motorway
› Prominent position near the $1.6 billion Parramatta Square
redevelopment which will comprise a six stage development
of residential apartments, commercial buildings and
community facilities
› Economic conditions within the 700,000 sqm Parramatta
office market remain positive with A-grade vacancy rate at
0.5% [1]
› Greater Western Sydney region targeted by government
for significant infrastructure spending, including Sydney’s
COMMERCIAL RETAIL newly announced second international airport and the West
1. 1 Charles Street 5. The Justice Precinct 11. Westfield Parramatta Connex road project
2. Eclipse - 60 Station St. 6. CBA - 101 George St. 12. Church Street Mall
3. Sydney Water Head Office - 1 7. Colonial Tower - 150 George St. PUBLIC TRANSPORT
4. Smith St.The Jessie Street Centre - 2-12 8. 9. 130 George St.The Octagon- 110 George St. 13. Parramatta Transport Interchange 1. Source: PCA Office Market Report January 2014
Macquarie St. 10. Parramatta Square 14. Parramatta Ferry Terminal
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 9
TRANSACTION
IMPACT
10
----- End of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 25

06: INVESTOR PRESENTATION

PORTFOLIO OVERVIEW

POST ACQUISITION

==> picture [422 x 419] intentionally omitted <==

----- Start of picture text -----

GEOGRAPHIC DIVERSITY [1] SECTOR DIVERSITY [1]
› The Acquisition continues Growthpoint’s portfolio and income enhancement strategy BY PROPERTY VALUE USING 30 APRIL 2014 FIGURES BY PROPERTY VALUE USING 30 APRIL 2014 FIGURES
– Defensive portfolio with high occupancy, long WALE and strong lease covenants 1% TAS 3% ACT 6% WA 29% 50% OFFICE
– 6.9 year portfolio WALE and 98% occupancy as at 30 April 2014 VIC
22%
– Rising rental income through average annual fixed rental increases of 3.2% NSW
– Modern, well located assets with low capex requirements and features that
are able to attract and retain tenants
8%
– Strong lease covenants with 93% of income secured by Woolworths SA
(‘A-’ rated) and government, investment grade or national tenants 31% QLD INDUSTRIAL 50%
– Increases NSW property exposure, further diversifying the portfolio 29 50
TENANT QUALITY [1]
PRO FORMA LEASE EXPIRY PROFILE BY PASSING RENT
PER FINANCIAL YEAR, BY RENTAL INCOME
100% OTHER 7%
24%
80% WOOLWORTHS
60%
40%
20%
0
VACANT FY14 FY15 FY16 FY17 FY18 FY19 FY20+
69%
2% 0% 5% 3% 8% 11% 6% 65% GOVT. / INVESTMENT GRADE / NATIONAL
24
1. As at 30 April 2014, pro forma for completion of the Acquisition
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 11
PORTFOLIO OVERVIEW
PROPERTY PORTFOLIO KEY METRICS
METRIC AS AT 31 DEC 13 PRO FORMA [1]
NUMBER OF ASSETS 49 51
TOTAL / AVERAGE VALUE $1,800.8m / $36.8m $2,064.9m / $40.5m
TOTAL / AVERAGE LETTABLE AREA 995,964 m2 / 20,356 m2 1,036,844 m2 / 20,330 m2
AVERAGE PROPERTY AGE 7.0 years 7.6 years
AVERAGE VALUATION CAP RATE 8.2% 8.0%
OVER (UNDER) RENTING 0.8% 2.7%
WALE 6.6 years 6.9 years
WARR 3.1% 3.2%
----- End of picture text -----

Pro forma using 30 April 2014 figures for the acquisition of the NSW Police Headquarters, the acquisition of 99-103 William Angliss Drive, Laverton North and completion of the properties at 19 and 20 Southern Court, Keysborough. WALE and WARR are also pro forma for the recent leasing deals completed.

==> picture [186 x 12] intentionally omitted <==

----- Start of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA
INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014
----- End of picture text -----

==> picture [9 x 7] intentionally omitted <==

----- Start of picture text -----

12
----- End of picture text -----

26 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

06: INVESTOR PRESENTATION

PRO FORMA BALANCE SHEET[1]

					DEC 2013	DEC 2013
					PRO FORMA	PRO FORMA
		POST	DEC 2013		(Post Transaction,	(Post Transaction,
	31 DEC 2013	BALANCE DATE	PRO FORMA	TRANSACTION	assumes $125m	assumes $80m
$m	REPORTED	ADJUSTMENTS3	(Pre-Transaction)	ADJUSTMENTS4	equity raised)	equity raised)
CASH AND CASH EQUIVALENTS	9.4		9.4		9.4	9.4
INVESTMENT PROPERTIES	1,791.9	31.9	1,823.8	241.1	2,064.9	2,064.9
OTHER RECEIVABLES	-		-		-	-
OTHER ASSETS	7.7		7.7	0.2	7.9	7.9
TOTAL ASSETS	1,809.0		1,840.9		2,082.2	2,082.2
BORROWINGS	731.9	41.3	773.2	130.9	904.1	949.0
DISTRIBUTIONS PAYABLE	39.9	(39.9)	-	-	-	-
DERIVATIVE FINANCIAL INSTRUMENTS	15.2		15.2		15.2	15.2
OTHER LIABILITIES	18.9		18.9		18.9	18.9
TOTAL LIABILITIES	805.9		807.3		938.2	983.1
NET ASSETS	1,003.1	30.5	1,033.6	110.4	1,144.0	1,099.1
SECURITIES ON ISSUE (m)	475.7	12.3	488.0	52.1	540.1	521.4
NTA PER SECURITY ($)	2.11		2.12		2.12	2.11
BALANCE SHEET GEARING2	40.5%		42.0%		43.4%	45.6%

All figures quoted exclude movements in value since 31 December 2013 except for acquisitions after this date (including the Acquisition) and therefore do not take into account movements in property values or derivatives in particular and exclude any impact from the distribution reinvestment plan for the August 2014 distribution
Borrowings divided by total assets
Includes payment of 1H14 distribution including issue of Securities under Distribution Reinvestment Plan, acquisition of 99-103 William Angliss Drive, Laverton North, completion of the properties at 19 and 20 Southern Court and revaluation of 9-11 Drake Boulevard, Altona, including adjustment to the purchase price due to vendor securing a 10 year lease over one of the units
Includes the Acquisition, Rights Offer and drawdown of new and existing debt facilities and assumes $125 million is raised in the Rights Offer

GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 13

ACQUISITION FUNDING

==> picture [245 x 298] intentionally omitted <==

----- Start of picture text -----

14
----- End of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 27

06: INVESTOR PRESENTATION

==> picture [422 x 620] intentionally omitted <==

----- Start of picture text -----

SOURCES AND
APPLICATIONS OF FUNDS
› The Acquisition and associated costs will be funded using a combination of debt and equity
– Rights Offer to raise up to $125 million of new equity
– New $100 million tranche to expand existing Syndicated Debt Facility
– Undrawn debt capacity in the Syndicated Debt Facility to fund the balance, with the final amount based on take-up under the Rights Offer
SOURCES [1] ($m) APPLICATIONS ($m)
RIGHTS OFFER 125.0 ACQUISITION PURCHASE PRICE 241.1
NEW SYNDICATED DEBT FACILITY TRANCHE 100.0 ACQUISITION COSTS [2] 14.8
CURRENT UNDRAWN DEBT CAPACITY 30.9 [1]
TOTAL SOURCES 255.9 TOTAL APPLICATIONS 255.9
1. Assumes $125 million of equity raised under the Rights Offer. If Growthpoint SA takes up its full entitlement but no other securityholders take up entitlements under the Rights Offer, Growthpoint will utilise approximately
$75.9 million of currently undrawn capacity under existing debt facilities to make up the difference
2. Includes stamp duty on the Acquisition and other costs associated with the Acquisition and Rights Offer
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 15
EQUITY RAISING STRUCTURE
› 1 for 9.37 renounceable rights offer to raise up to $125 million
› Offer price of $2.40
– Represents a 3.9% discount to Growthpoint’s distribution adjusted price on 2 June 2014 and a 1.2% discount to Growthpoint’s distribution
adjusted 5 day volume weighted average price [1]
– Provides a 8.2% distribution yield based on Growthpoint FY15 guidance
› Growthpoint’s major securityholder, Growthpoint Properties Limited of South Africa (Growthpoint SA), has committed to taking up its full
entitlement under the Rights Offer (approximately $80 million worth of new Securities)
› The Rights Offer is not underwritten. To the extent there is any shortfall which is not taken up by existing eligble securityholders, Growthpoint may
offer the shortfall Securities to existing or new investors at the offer price of $2.40
› Existing securityholders will be entitled to 1 new Security for every 9.37 Securities held on the record date
› Rights will be tradeable on the ASX during the rights trading period
› Eligible securityholders may choose to take up all or part of their entitlement, apply for additional Securities in excess
RIGHTS OFFER of their entitlement [2] , trade some or all of their rights during the rights trading period or do nothing (in which case, their
entitlements may be offered for sale as part of a shortfall bookbuild)
› If a sufficient shortfall remains following the allocation of additional Securities (if any) [2] , Growthpoint may conduct a
bookbuild at the offer price of $2.40 for any remaining Securities relating to rights that were not taken up
DISTRIBUTION › New Securities issued under the Rights Offer will not be entitled to the distribution for the half year ended 30 June 2014
ENTITLEMENT but will rank equally with existing Securities in all other respects
1. VWAP over the period 27 May to 2 June 2014
2. Growthpoint reserves the right to scale back allocations for additional Securities. Therefore, securityholders who apply for additional Securities may be allocated a lesser number of additional Securities than applied for, or
may be allocated no additional Securities at all
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 16
----- End of picture text -----

28 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

06: INVESTOR PRESENTATION

EQUITY RAISING TIMETABLE

EQUITY RAISING TIMETABLE
ANNOUNCEMENT OF RIGHTS OFFER VIA ASX	Tuesday, 3 June 2014
EX-DATE FOR RIGHTS OFFER AND RIGHTS TRADING COMMENCES	Thursday, 5 June 2014
RIGHTS OFFER RECORD DATE	7.00pm, Tuesday, 10 June 2014
RIGHTS OFFER OPENS	9.00am, Thursday, 12 June 2014
DESPATCH OF RIGHTS OFFER BOOKLET	Thursday, 12 June 2014
RIGHTS TRADING PERIOD ENDS	Monday, 16 June 2014
RIGHTS OFFER CLOSES	5.00pm, Monday, 23 June 2014
BOOKBUILD FOR RIGHTS OFFER SHORTFALL SECURITIES (IF ANY)	Thursday, 26 June 2014
ALLOTMENT OF NEW SECURITIES ISSUED UNDER THE RIGHTS OFFER*	Monday, 30 June 2014
NORMAL TRADING IN NEW SECURITIES ISSUED UNDER THE RIGHTS OFFER*	Tuesday, 1 July 2014

Times refer to Melbourne, Australia time. Growthpoint reserves the right to vary the timetable (subject to ASX Listing Rules, the Corporations Act and other applicable laws)

Excludes securities issued under the Shortfall Bookbuild (if any). Any such securities will be allotted on Wednesday, 2 July 2014

==> picture [422 x 42] intentionally omitted <==

----- Start of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 17
----- End of picture text -----

DEBT FUNDING DEBT FACILITIES

==> picture [422 x 240] intentionally omitted <==

----- Start of picture text -----

› Growthpoint has expanded its existing Syndicated Debt Facility with a SUMMARY OF DEBT FACILITIES
new $100 million tranche (Acquisition Tranche) [1]
METRIC SYNDICATED DEBT FACILITY BILATERAL
› The Acquisition Tranche will be fully drawn at completion of the
Acquisition and will have a 12 month initial term at the end of which Growthpoint is able to convert the tranche to a 2 or 4 year tranche SIZE $925 million $70 million
under the Syndicated Debt Facility MATURITY Acquisition Tranche ($100m): 30-Jun-15 [5] 30 April 2019
› Growthpoint has approximately $139.9 million [2] of undrawn debt Tranche 1 ($315m): 31-Dec-16
Tranche 2 ($255m): 31-Dec-17
capacity currently available under the Syndicated Debt Facility
Tranche 3 ($255m): 31-Dec-18
› Growthpoint will drawdown approximately $30.9 million [3] to help fund
the transaction
› Following completion of the transaction: [4] PRO FORMA BALANCE SHEET GEARING [3]
– Weighted average cost of debt across all facilities (including the
Acquisition Tranche) of 5.79% p.a. EQUITY RAISING SIZE $125m $110m $95m $80m
– Weighted average debt maturity of 3.4 years [2] IMPLIED TAKE-UP OF NON 100% 67% 33% 0%
– Approximately 82% of drawn debt hedged under all facilities, for an GRT ENTITLEMENTS
average duration of approximately 3.0 years BALANCE SHEET GEARING 43.4% 44.1% 44.9% 45.6%
– Pro forma balance sheet gearing of 43.4% - 45.6% [3]
– Pricing on the Syndicated Debt Facility will increase by 0.10% if the
LVR under the agreement increases and remains at or above 45%
1. Subject to finalisation of ancillary documentation and satisfaction of customary conditions precedent to draw down of funds
2. As at 31 May 2014
3. Assumes $80 million -$125 million of equity raised under the Rights Offer. If no securityholders other than Growthpoint SA take up entitlements under the Rights Offer, Growthpoint would utilise approximately $75.9 million
of currently undrawn capacity under existing debt facilities to make up the difference. Excludes the impact of any movement in asset or liability values (including property revaluations and derivatives) and the distribution
reinvestment plan for the August 2014 distribution
4. Assumes new $50 million interest rate swap for four years at 3.22%
5. Growthpoint has the option at maturity to extend by either 2 or 4 years at agreed margins under the existing Syndicated Debt Facility
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 18
----- End of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 29

06: INVESTOR PRESENTATION

==> picture [422 x 620] intentionally omitted <==

----- Start of picture text -----

OUTLOOK
AND STRATEGY
THE FOCUS FOR GROWTHPOINT
IN THE SHORT TO MEDIUM TERM REMAINS:
› Continuing to provide secure and growing distributions to Securityholders
› Continued growth and diversification of the property portfolio via M&A
transactions, direct property acquisitions and fund through developments
› Maintenance of a gearing ratio of 40%-45% and further diversification of
debt funding sources to the capital markets
› Tenant retention strategies and the leasing of current vacant space
› Evaluation of tenant requested expansions and redevelopment
opportunities within the portfolio
› Continuing to expand and diversify the Securityholder base and trading
liquidity to achieve S&P/ASX index inclusion
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 19
APPENDIX 1:
CONTROL
IMPLICATIONS
20
----- End of picture text -----

30 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

06: INVESTOR PRESENTATION

CONTROL IMPLICATIONS

› The Rights Offer is structured as a pro rata offer to all eligible Growthpoint Securityholders
› Growthpoint SA currently owns approximately 64.0% of the Securities on issue and has provided a commitment to take up its full entitlement under the Rights Offer (approximately $80 million worth of new Securities)
› The degree to which Growthpoint SA’s interest in Growthpoint may increase will depend on the rate of take-up by other eligible Growthpoint Securityholders
› The table below outlines the potential interest Growthpoint SA will hold in Growthpoint following the Rights Offer at differing levels of Securityholder participation
› Any increase in Growthpoint SA’s interest in Growthpoint as a result of the Rights Offer proceeds under Item 9 of Section 611 of the Corporations Act
› Growthpoint SA has advised Growthpoint that it intends to participate in any distribution reinvestment plan for the August 2014 distribution. This could further increase Growthpoint SA’s holding in Growthpoint by up to approximately 0.5%

==> picture [371 x 64] intentionally omitted <==

----- Start of picture text -----

POST RIGHTS OFFER
100% TAKE-UP 50% TAKE-UP 0% TAKE-UP
OF NON GRT OF NON GRT OF NON GRT
CURRENT ENTITLEMENTS ENTITLEMENTS ENTITLEMENTS
GROWTHPOINT SA 64.0% 64.0% 65.2% 66.3%
OTHER SECURITYHOLDERS 36.0% 36.0% 34.8% 33.7%
----- End of picture text -----

==> picture [422 x 363] intentionally omitted <==

----- Start of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 21
APPENDIX 2:
KEY RISKS
22
----- End of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 31

06: INVESTOR PRESENTATION

==> picture [422 x 299] intentionally omitted <==

----- Start of picture text -----

KEY RISKS
SUMMARY
› Property Acquisitions › Regulatory Issues and Changes in Law
› Counterparty / Credit Risk › Property Valuation Risk
› Tenant Risk › Buildings Condition and Defects
› Market Perception Risk › Property Illiquidity Risks
› Rights Offer › Employees and Directors
› Trust Taxation Status › General Economic Conditions
› Capital Expenditure › Changes in Accounting Policy
› Environmental › Forward Looking Statements and
› Competition Financial Forecasts
› Funding and Refinancing Risk › Fixed Nature of Costs
› Security Market Prices › Land Values
› Interest Rates › Foreign exchange/currency risk
› Insurance
› Property Market Risks
› Debt Covenants
› Litigation and Disputes
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 23
----- End of picture text -----

KEY RISKS

==> picture [422 x 248] intentionally omitted <==

----- Start of picture text -----

PROPERTY ACQUISITIONS The Group relies on certain key tenants for the majority of TRUST TAXATION STATUS
its revenue. Any financial difficulty or insolvency affecting a
A key element of the Group’s future strategy will involve key tenant, or a breach of lease by a key tenant, could have a Currently, the Growthpoint Properties Australia Trust will
the acquisition of properties to add to its property portfolio. material adverse effect on the Group’s financial performance not incur tax on income provided that income is distributed.
Whilst it is the Group’s policy to conduct a thorough due or position. However, the trust would lose this tax transparency if there
diligence process in relation to any such acquisition, risks is a legislative change which removed the tax transparency
remain that are inherent in such acquisitions. MARKET PERCEPTION RISK of property trusts or Growthpoint Properties Australia Trust
engages in business activities which lead to it being subject
Growthpoint may acquire assets to add to its portfolio. The extent to which the Rights Offer enhances value for to tax at the corporate tax rate. It is the intention of the
There are inherent risks in such acquisitions. These risks could Securityholders depends on the Rights Offer being viewed Directors that the Growthpoint Properties Australia Trust will
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 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 be managed so that the trust is not taxed at the corporate rate under the existing law.
integration of businesses, including financial and operational concerns relating to factors such as the potential for other Depending on investors’ individual circumstances, a loss of
issues as well as employee related issues. There is also a acquisitions which reduce headroom in debt facility covenants the Growthpoint Properties Australia Trust’s tax transparency
risk the expected benefits, synergies and other advantages and the continued level of control held by Growthpoint may adversely affect post tax investment returns. In addition,
in relation to the acquired assets will not be realised. SA. This may adversely impact on the market price of the the taxation treatment of Securityholders is dependent
Growthpoint’s value, earnings and distributable income may Securities. The market value of the Securities may also differ upon the tax law as currently enacted in Australia and other
be adversely affected by the occurrence of any of these risks. from the underlying NTA. relevant jurisdictions. Changes in tax law or changes in the
way tax law is expected to be interpreted in Australia or such
COUNTERPARTY / CREDIT RISK RIGHTS OFFER other jurisdictions may adversely impact the tax outcomes for
A-REITs are exposed to the risk that third parties, such The Rights Offer is not underwritten. There is a risk that Securityholders.
as tenants, developers, service providers and financial Growthpoint will raise less proceeds than outlined in Changes to the unit holder composition could impact
counterparties to derivatives (including foreign exchange and the presentation, depending on the level of take-up by Growthpoint Properties Australia Trust and its subsidiary
interest rate hedging instruments) and other contracts may securityholders. If less than the full proceeds are raised, entities’ ability to utilise prior and current year tax losses.
not be willing or able to perform their obligations. Growthpoint will draw on additional debt under its existing While GOZ does not anticipate the Rights Offer will trigger
TENANT RISK facilities. Pricing on the Syndicated Debt Facility will increase by 0.10% where the LVR under the Syndicated Debt Facility a change of control for tax purposes, any movements in the register will be factored into future change of control
There is a risk that tenants may default on their rental or agreement increases and remains above 45%. If no other monitoring.
other obligations under leases with the Group, leading to a Securityholders take up entitlements other than Growthpoint
reduction in future income which may impact on the value SA and no Securities are issued under any shortfall bookbuild,
of properties owned by the Group. Furthermore, there is a risk that the Group will be unable to negotiate suitable lease Growthpoint’s pro forma 31 December 2013 gearing would be 45.6%
extensions from existing tenants or replace current leases Growthpoint SA has committed to take up its full entitlement
with new tenants on similarly commercial terms which may under the Rights Offer (approximately $80 million worth of
impact the value of properties owned by the Group. new Securities).
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 24
----- End of picture text -----

32 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

06: INVESTOR PRESENTATION

==> picture [422 x 299] intentionally omitted <==

----- Start of picture text -----

KEY RISKS
CONTINUED
CAPITAL EXPENDITURE SECURITY MARKET PRICES DEBT COVENANTS
There is a risk that unforeseen capital expenditure may be The market price of the Securities will depend on a variety The Group’s debt facilities are subject to a variety of
required under the terms of the current property leases. This of factors. The price at which these Securities trade on the covenants including interest coverage ratios and loan to
may in turn impact the cash available to service debt and the ASX could deviate materially from their offer price. Factors value ratios. In the event of unforeseen fluctuations in rental
value of the Group. including general movements in interest rates, domestic income or a fall in asset values, the Group may be in breach
and international capital markets, macro-economic of its loan covenants and be required to repay amounts
ENVIRONMENTAL conditions, global geo-political events and hostilities, investor outstanding under the debt facilities immediately and sell
The Group’s properties may, from time to time, be exposed perceptions and other factors could all impact the market properties at unacceptable prices. Furthermore, there is a risk
to a range of environmental risks, including asbestos, which price performance. that unforeseen capital expenditure may be required under
may require remedial work and potentially expose the Group to third party liability. This could potentially impact earnings, INTEREST RATES the terms of the current leases. This may in turn impact the cash available to service debt.
distributions and property values. To the extent that interest rate exposure has not been hedged, fluctuations in interest rates could impact the LITIGATION AND DISPUTES
COMPETITION Group’s funding costs adversely, resulting in a decrease in Legal and other disputes (including industrial disputes) may
The value of property held by the Group may be negatively distributable income. Furthermore, fluctuations in interest arise from time to time in the ordinary course of operations.
affected by oversupply or overdevelopment in surrounding rates may impact the Group’s earnings before interest due to Any such dispute may impact on earnings or affect the value
areas. Alternatively, prices for properties the Group is the impact this may have on the property market in which the of the Group’s assets.
considering for acquisition may be inflated via competing bids Group operates. REGULATORY ISSUES AND CHANGES IN LAW
by other prospective purchasers. INSURANCE
Changes in laws or regulatory regimes may have a materially
FUNDING AND REFINANCING RISK The Group purchases insurance as is customary for property adverse impact on the financial performance of the Group
Market volatility has had a significant impact on the real owners and managers. This insurance provides a degree of by reducing income or increasing costs such as changes
estate sector and its ability to access capital from investors. protection for the Group’s assets, liabilities and people. There to environmental laws which may impact forecast capital
The real estate investment industry tends to be highly is a risk that insurance may not be available or sufficient. expenditure.
capital intensive. The ability of the Group to raise funds on Furthermore, there are some risks that are uninsurable or risks
favourable terms for future refinancing (first requirement 30 where the insurance coverage is reduced.
June 2015) and acquisitions depends on a number of factors PROPERTY MARKET RISKS
including general economic, political, and capital and credit
market conditions. The inability of the Group to raise funds The Group will be subject to the prevailing property market
on favourable terms for future acquisitions and refinancing conditions in the sectors in which it operates. Adverse
could adversely affect its ability to acquire new properties or changes in market sentiment or market conditions may
refinance its debt. 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.
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 25
----- End of picture text -----

==> picture [422 x 298] intentionally omitted <==

----- Start of picture text -----

KEY RISKS
CONTINUED
PROPERTY VALUATION RISK GENERAL ECONOMIC CONDITIONS assurance can be given in relation to the level of franking or
The value of properties held by the Group may fluctuate from The Group’s operating and financial performance is influenced tax deferral of future distributions. Franking or tax deferred capacity will depend upon the amount of tax paid in the
time to time due to market and other conditions. Factors by a variety of general economic and business conditions, future, the existing balance of franking credits and other
relevant to determining value include rental, occupancy including the level of inflation, interest rates, ability to access factors.
levels and property yield, and these may change significantly funding, oversupply and demand conditions and government
over time for a variety of reasons. External and Directors’ fiscal, monetary and regulatory policies. Prolonged FIXED NATURE OF COSTS
valuations represent only the analysis and opinion of such deterioration in these conditions, including an increase in
persons at a certain date and they are not guarantees of present or future values. The values of properties may impact interest rates and an increase in the cost of capital could have a material adverse impact on the Group’s operating and Many costs associated with the ownership and management of property assets are fixed in nature. The value of properties
on the value of an investment in the Group. financial performance. (and the value attributed to Growthpoint) may be adversely
affected if the income from the asset declines and these fixed
BUILDINGS CONDITION AND DEFECTS CHANGES IN ACCOUNTING POLICY costs remain unchanged.
The Group’s properties are professionally managed by The Group must report and prepare financial statements in LAND VALUES
experienced property managers. Nevertheless, there is a accordance with prevailing accounting standards and policies.
risk that latent defects in the properties may prevent the properties being available for their intended use or may There may be changes in these accounting standards and policies in the future which may have an adverse impact on Events may occur from time to time that affect the value of land which may then impact the financial returns generated
require additional capital expenditure. This may adversely the Group. from particular property related investment businesses or
affect returns available to Securityholders. projects. For example, unanticipated environmental issues
FORWARD LOOKING STATEMENTS AND may impact on the future earnings of Growthpoint. Such
PROPERTY ILLIQUIDITY RISKS FINANCIAL FORECASTS events may materially affect Growthpoint’s earnings and value.
Property assets are by their nature illiquid investments. There can be no guarantee that the assumptions and
Therefore, it may not be possible for the Group to dispose of contingencies contained within forward looking statements, FOREIGN EXCHANGE/CURRENCY RISK
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. 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 All information in this Presentation is provided in Australian dollars. Securityholders 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
EMPLOYEES AND DIRECTORS outside the control of the Group. fluctuations in exchange rates may have on the value of their
The Group is reliant on retaining its key directors, senior executives and other employees. The loss of any director, senior executive or key employee could negatively impact the Group’s operations. 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, investments in, and returns from, the Group.
future capital requirements, covenants in relevant financing
agreements, general business and financial conditions and
other factors considered relevant by the Directors. No
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 26
----- End of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 33

06: INVESTOR PRESENTATION

==> picture [422 x 299] intentionally omitted <==

----- Start of picture text -----

APPENDIX 3:
FOREIGN
JURISDICTIONS
27
----- End of picture text -----

FOREIGN JURISDICTIONS

==> picture [422 x 252] intentionally omitted <==

----- Start of picture text -----

SOUTH AFRICA HONG KONG SINGAPORE
The offer of new Securities under the Rights Offer described in WARNING: This document has not been, and will not be, This document has not been registered as a prospectus
this Presentation does not constitute an offer to the public in authorised by the Securities and Futures Commission in Hong with the Monetary Authority of Singapore (“MAS”) and,
South Africa in terms of the Companies Act, 2008 (Companies Kong pursuant to the Securities and Futures Ordinance (Cap. accordingly, statutory liability under the Securities and
Act) and, accordingly, this document has not been registered 571) of the Laws of Hong Kong (the “SFO”). No action has Futures Act, Chapter 289 (the “SFA”) in relation to the
as a prospectus with the South African Companies and been taken in Hong Kong to authorise this document or to content of prospectuses does not apply, and you should
Intellectual Property Commission. permit the distribution of this document or any documents consider carefully whether the investment is suitable for you.
The issuer is not authorised and the new Securities are not issued in connection with it. The issuer is not authorised or recognised by the MAS and the new Securities are not allowed to be offered to the retail
allowed to be offered to the public. This document and any other document or material in connection with the offer or No advertisement, invitation or document relating to the new Securities has been or will be issued, or has been or will public. This document and any other document or material in connection with the offer or sale, or invitation for subscription
sale, or invitation for subscription or purchase of the new be in the possession of any person for the purpose of issue, in or purchase of the new Securities may not be circulated or
Securities may not be circulated or distributed, nor may the Hong Kong or elsewhere that is directed at, or the contents of distributed, nor may the new Securities be offered or sold,
new Securities be offered or sold, or be made the subject of which are likely to be accessed or read by, the public of Hong or be made the subject of an invitation for subscription
an invitation for subscription or purchase, whether directly or indirectly, to persons in South Africa except to “institutional investors” (as set out in section 96(1)(a) of the Companies Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the new Securities which are or are intended to be disposed of only to persons or purchase, whether directly or indirectly, to persons in Singapore except to “institutional investors” (as defined in the SFA), or otherwise pursuant to, and in accordance with the
Act), or to shareholders pursuant to a rights offer (including the Rights Offer), or otherwise pursuant to, and in accordance outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance. conditions of, any other applicable provisions of the SFA.
with the conditions of, any other applicable provisions of the Companies Act. This document is confidential to the person to whom it is addressed and must not be distributed, published, reproduced This document has been given to you on the basis that you are an “institutional investor” (as defined under the SFA). In the event that you are not an institutional investor, please return
In addition, the Rights Offer does not constitute soliciting or disclosed (in whole or in part) by the recipient to any other this document immediately. You may not forward or circulate
investments from members of the public in South Africa in terms of the Collective Investment Schemes Control person in Hong Kong or use for any purpose in Hong Kong other than in connection with the Rights Offer. this document to any other person in Singapore.
Act, 2002 (CISCA) and, accordingly, Growthpoint has not Any offer is not made to you with a view to the new Securities
registered as a foreign collective investment scheme in South The contents of this document have not been reviewed by any being subsequently offered for sale to any other party. You are
Africa under CISCA. Hong Kong regulatory authority. You are advised to exercise advised to acquaint yourself with the SFA provisions relating
caution in relation to the Rights Offer. If you are in doubt to resale restrictions in Singapore and comply accordingly.
about any contents of this document, you should obtain
independent professional advice.
GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 28
----- End of picture text -----

34 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

06: INVESTOR PRESENTATION

GLOSSARY

A-REIT Australian real estate investment trust ACQUISITION the acquisition of the NSW Police Headquarters, 1 Charles Street, Parramatta, New South Wales BALANCE SHEET GEARING borrowings divided by total assets BILATERAL means the loan facility agreement with National Australia Bank dated 17 February 2012 (as amended) CPS cents per Security DIRECTORS the directors of Growthpoint DISTRIBUTABLE INCOME net profit excluding any adjustments for International Financial Reporting Standards (IFRS) or other accounting standards/requirements DPS distributions per Security RIGHTS OFFER the 1 for 9.37 renounceable rights offer to raise up to $125 million FY14 the year ending 30 June 2014 FY15 the year ending 30 June 2015 GROWTHPOINT / GOZ / Growthpoint Properties Australia comprising Growthpoint Properties Australia Limited in its own capacity and as responsible entity for GROUP Growthpoint Properties Australia Trust, and their controlled entities GROWTHPOINT SA / GRT Growthpoint Properties Limited of South Africa (which currently holds 64.0 % of Growthpoint) LVR “loan to value ratio” as that term is defined in the Syndicated Debt Facility NTA net tangible assets SECURITIES ordinary fully paid Growthpoint stapled securities SECURITYHOLDER the holder of Securities SYNDICATED DEBT means the syndicated loan facility agreement between Growthpoint, National Australia Bank Limited, Westpac Banking Corporation and FACILITY Australia and New Zealand Banking Group Limited dated 5 August 2009 (as amended) WARR weighted average rent review WALE weighted average lease expiry (by rental income)

==> picture [422 x 42] intentionally omitted <==

----- Start of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA INVESTOR PRESENTATION – PROPERTY ACQUISITION & EQUITY RAISING | JUNE 2014 29
----- End of picture text -----

==> picture [422 x 298] intentionally omitted <==

----- Start of picture text -----

THANK YOU
For more information contact us at:
Email: [email protected]
Investor services line: 1800 260 453
www.growthpoint.com.au
Growthpoint Properties Australia
Level 22, 357 Collins Street
Melbourne VIC 3000
----- End of picture text -----

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 35

07: GLOSSARY

SECTION 7: GLOSSARY

TERM	MEANING
$	Australian dollars; unless otherwise specifed
ADDITIONAL STAPLED SECURITIES	New Stapled Securities applied for by an Eligible Securityholder that are in excess of that
	Eligible Securityholder’s Entitlement
APPLICANT	a person who has applied to subscribe for New Stapled Securities under the Rights Offer
APPLICATION MONEY	the aggregate money payable for New Stapled Securities (including any Additional Stapled
	Securities) applied for by an Applicant
ASIC	the Australian Securities and Investments Commission
ASX	ASX Limited ACN 008 624 691 trading as Australian Securities Exchange
CLOSING DATE	the last day for payment and return of Entitlement and Acceptance Forms, being 5.00pm
	(Melbourne time) on Monday, 23 June 2014
CORPORATIONS ACT	the_Corporations Act 2001_(Cth)
DIRECTORS	the directors of Growthpoint Properties Australia Limited (both in its capacity as responsible
	entity of Growthpoint Properties Australia Trust and in its own capacity)
ELIGIBLE SECURITYHOLDER	a Stapled Securityholder at the Record Date who is not an Excluded Securityholder
ENTITLEMENT	the number of New Stapled Securities that a Securityholder is entitled to apply for under the
	Rights Offer (on the basis of 1 New Stapled Security for every 9.37 Stapled Securities held on
	the Record Date, subject to rounding)
ENTITLEMENT AND ACCEPTANCE FORM	the Entitlement and Acceptance Form accompanying this Offer Booklet
EXCLUDED SECURITYHOLDER	a Securityholder at the Record Date who:
	› has a registered address which is not in Australia, New Zealand or South Africa (or, for
	Institutional Securityholders, any other jurisdiction as Growthpoint Properties Australia
	determines); or
	› is in the United States or is a U.S. Person (as defned in Regulation S under the U.S. Securities
	Act of 1933) or acting for the account or beneft of a U.S. Person; or
	› is ineligible under any applicable securities laws to receive an offer under the Rights Offer
GROWTHPOINT PROPERTIES AUSTRALIA	Growthpoint Properties Australia Trust (ARSN 120 121 002) and
	Growthpoint Properties Australia Limited (ACN 124 093 901)
GROWTHPOINT SA	Growthpoint Properties Limited of South Africa (Registration number 1987/004988/06)
INSTITUTIONAL SECURITYHOLDER	a Securityholder:
	› in Australia, to whom an offer of securities in an entity may be made in Australia without a
	disclosure document (as defned in the Corporations Act) on the basis that such a person is
	an ‘exempt investor’ as defned in ASIC Class Order 08/35; or
	› in selected jurisdictions outside Australia, to whom an offer of New Stapled Securities may
	be made without registration, lodgement of a formal disclosure document or other formal
	fling in accordance with the laws of that foreign jurisdiction (except to the extent to which
	Growthpoint Properties Australia is willing to comply with such requirements)
INVESTOR PRESENTATION	the ‘Property Acquisition and Equity Raising’ presentation dated Tuesday, 3 June 2014 and
	contained in this Offer Booklet at pages 21-35
LISTING RULES	the offcial listing rules of ASX

36 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

07: GLOSSARY

TERM	MEANING
NEW STAPLED SECURITY	a new Stapled Security to be issued under the Rights Offer including any Additional Stapled
	Securities
OFFER BOOKLET	this offer booklet in relation to the Rights Offer
OFFICIAL QUOTATION	‘quotation’ (as that term is used in the Listing Rules) of all of the New Stapled Securities on
	ASX when allotted which if conditional may only be conditional on customary pre-quotation
	conditions
RECORD DATE	7.00pm on Tuesday, 10 June 2014 or such other date as may be determined by the Directors
REGISTRY	Computershare Investor Services Pty Limited ABN 48 078 279 277
RIGHT	the right to subscribe for 1 New Stapled Security for every 9.37 Stapled Securities held on the
	Record Date
RIGHTS OFFER	the 1 for 9.37 renounceable pro-rata entitlement offer of New Stapled Securities at an offer
	price of $2.40 per New Stapled Security
SECURITYHOLDER	a holder of Stapled Securities
SHORTFALL	a shortfall arising from Eligible Securityholders not applying for all their Entitlement to New
	Stapled Securities and persons to whom Rights have been transferred or sold not taking up the
	New Stapled Securities to which the Rights relate and excludes the Entitlements of Excluded
	Securityholders.
SHORTFALL BOOKBUILD	the fxed price bookbuild which may be conducted to sell New Stapled Securities representing
	the Shortfall, after any allocation of Additional Stapled Securities (if any). New Stapled
	Securities offered for sale under the Shortfall Bookbuild will be sold at the Offer Price.
STANDARD RENUNCIATION AND	the standard renunciation and acceptance form available from your stockbroker or by calling
ACCEPTANCE FORM	the Growthpoint Properties Australia Securityholder Information Line
STAPLED SECURITY	a fully paid ordinary stapled security in the capital of Growthpoint Properties Australia

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 37

CORPORATE DIRECTORY

GROWTHPOINT PROPERTIES AUSTRALIA

REGISTRY

COMPUTERSHARE INVESTOR SERVICES PTY LIMITED

Comprising:

Growthpoint Properties Australia Limited ABN 33 124 093 901; AFSL No. 316409

Yarra Falls, 452 Johnston Street Abbotsford VIC 3067

Growthpoint Properties Australia Trust ARSN 120 121 002

Phone: 1300 665 792 (Australia) +61 3 9415 4366 (outside Australia) www.computershare.com

Level 22, 357 Collins Street Melbourne VIC 3000 Australia

AUDITOR

Phone: (03) 8681 2900 Fax: (03) 8681 2910

KPMG

ASX LISTING

147 Collins Street Melbourne VIC 3000 Australia

Growthpoint Properties Australia Stapled Securities are listed on the Australian Securities Exchange (code: GOZ).

SOLE LEAD MANAGER

WEBSITE

MERRILL LYNCH EQUITIES (AUSTRALIA) LIMITED

To view annual reports, securityholder and company information, news, announcements, background information on Growthpoint Properties Australia’s businesses and historical information, visit Growthpoint Properties Australia’s website at www.growthpoint.com.au

Level 38, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia

LEGAL ADVISER TO GROWTHPOINT PROPERTIES AUSTRALIA

GROWTHPOINT PROPERTIES AUSTRALIA SECURITYHOLDER INFORMATION LINE

HERBERT SMITH FREEHILLS

101 Collins Street, Melbourne VIC 3000 Australia

Phone: 1300 665 792 (Australia) +61 3 9415 4366 (outside Australia)

Open 8.30am to 5.00pm (Melbourne time) Monday to Friday from Tuesday, 10 June 2014 to Monday, 23 June 2014.

==> picture [180 x 764] intentionally omitted <==

38 GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET

OFFICE PORTFOLIO: NSW POLICE HEADQUARTERS, 1 CHARLES STREET, PARRAMATTA, NSW

GROWTHPOINT PROPERTIES AUSTRALIA / RIGHTS OFFER BOOKLET 39

Growthpoint Properties Australia Level 22, 357 Collins Street, Melbourne VIC Australia www.growthpoint.com.au

AI assistant

GROWTHPOINT PROPERTIES AUSTRALIA — Capital/Financing Update 2014

65007_rns_2014-06-02_cc800698-adda-4905-b1a9-241ec62ed0fb.pdf

GROWTHPOINT PROPERTIES AUSTRALIA

RIGHTS OFFER BOOKLET

CONTENTS

SECTION 1: CHAIRMAN’S LETTER

Dear Securityholder

USE OF PROCEEDS

OVERVIEW OF THE RIGHTS OFFER

PARTICIPATING IN THE RIGHTS OFFER

SECTION 2: KEY DATES FOR THE RIGHTS OFFER

SECTION 3: ASX ANNOUNCEMENT

Expanded debt facility

Indicative Equity Raising timetable

SECTION 4: HOW TO APPLY

THE RIGHTS OFFER

DISTRIBUTION ENTITLEMENT OF THE NEW STAPLED SECURITIES

AMOUNT TO BE RAISED

UNDERWRITING AND PARTICIPATION OF MAJOR SECURITYHOLDER

RIGHTS TRADING

ADDITIONAL STAPLED SECURITIES

ALLOCATION POLICY

SHORTFALL BOOKBUILD

ALTERNATIVES AVAILABLE

ENQUIRIES

WHAT YOU NEED TO DO

1. TAKING UP ALL OF YOUR ENTITLEMENT

WHAT YOU NEED TO DO

PAYMENT

GENERAL

PAYMENT BY BPAY

PAYMENT BY CHEQUE, BANK DRAFT OR MONEY ORDER

MAILING ADDRESS

EFFECT OF PARTICIPATING

GENERAL

JURISDICTIONAL REPRESENTATIONS AND ACKNOWLEDGMENTS

ROLE OF YOUR STOCKBROKER

ENTITLEMENTS OF EXCLUDED SECURITYHOLDERS

CONSENT

SECTION 5: IMPORTANT INFORMATION

GENERAL

EXCLUDED SECURITYHOLDERS

NOT INVESTMENT ADVICE

NO COOLING OFF RIGHTS

RISKS

TAXATION

ISSUE OF RIGHTS

EXERCISE OF RIGHTS

SALE OR TRANSFER OF RIGHTS

NEW STAPLED SECURITIES

OTHER AUSTRALIAN TAXES

INFORMATION AVAILABILITY

FUTURE PERFORMANCE AND FORWARD LOOKING STATEMENTS

PAST PERFORMANCE

GOVERNING LAW

FOREIGN JURISDICTIONS

SOUTH AFRICA

HONG KONG

SINGAPORE

DECLARATIONS

SECTION 6:

INVESTOR PRESENTATION

IMPORTANT INFORMATION

CONTENTS

TRANSACTION OVERVIEW

PORTFOLIO OVERVIEW

PRO FORMA BALANCE SHEET[1]

ACQUISITION FUNDING

EQUITY RAISING TIMETABLE

DEBT FUNDING DEBT FACILITIES

CONTROL IMPLICATIONS

KEY RISKS

FOREIGN JURISDICTIONS

GLOSSARY

SECTION 7: GLOSSARY

CORPORATE DIRECTORY

GROWTHPOINT PROPERTIES AUSTRALIA

REGISTRY

COMPUTERSHARE INVESTOR SERVICES PTY LIMITED

GROWTHPOINT PROPERTIES AUSTRALIA Capital/Financing Update 2014