GROWTHPOINT PROPERTIES AUSTRALIA — M&A Activity 2011

Jun 26, 2011

LEVEL 10, 379 COLLINS STREET, MELBOURNE, VICTORIA, 3000, AUSTRALIA TEL : +61 3 8681 2900 FAX: +61 3 8681 2910 WEB: WWW.GROWTHPOINT.COM.AU

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The Manager Company Announcements Office ASX Limited

27 June 2011

Dear Sirs

Notice of Compulsory Acquisition

As you are aware, Growthpoint Properties Australia Limited ABN 33 124 093 901 as responsible entity for Growthpoint Properties Australia Trust ARSN 120 121 002 ( Growthpoint ) has made offers under its off-market takeover bid for all the units in Rabinov Property Trust ARSN 099 776 342 ( Rabinov Trust ). The offer period closed on 7.00pm (Melbourne time) on 15 June 2011.

We enclose, by way of service pursuant to paragraph 661B(1)(d) of the Corporations Act 2001 , a pro-forma copy of Form 6021 (‘Notice of compulsory acquisition following takeover bid’) and the accompanying letter to be sent to Rabinov Trust unitholders ( Compulsory Acquisition Documents ). The Compulsory Acquisition Documents relate to the compulsory acquisition of Rabinov Trust units in respect of which acceptances of Growthpoint’s offer have not been received.

Yours faithfully

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Aaron Hockly Company Secretary Growthpoint Properties Australia Limited as responsible entity of Growthpoint Properties Australia Trust

GROWTHPOINT PROPERTIES AUSTRALIA LIMITED (ACN 124 093 901, AFSL NO. 316409) GROWTHPOINT PROPERTIES AUSTRALIA TRUST (ARSN 120 121 002) DIRECTORS : L SHADDOCK (CHAIRMAN), T J COLLYER (MANAGING DIRECTOR), E K DE KLERK, G A JACKSON, J F MARAIS, L N SASSE, D SPRUELL COMPANY SECRETARY : A G B HOCKLY

9177624

27 June 2011

LEVEL 10, 379 COLLINS STREET, MELBOURNE, VICTORIA, 3000, AUSTRALIA TEL: +61 3 8681 2900 FAX: +61 3 8681 2910 WEB: WWW.GROWTHPOINT.COM.AU

000001 000 1301011221012102012221332120133322113 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Rabinov Unitholder

Compulsory acquisition of your Rabinov Trust units

As you may be aware, Growthpoint Properties Australia Limited ACN 124 093 901 in its capacity as responsible entity for Growthpoint Properties Australia Trust ARSN 120 121 002 ( Growthpoint ) has a relevant interest in more than 90% of the units in Rabinov Property Trust ARSN 099 776 342 ( Rabinov Trust ) as a result of its takeover bid.

Accordingly, Growthpoint will now acquire the remaining units in the Rabinov Trust under the compulsory acquisition provisions of the Corporations Act 2011 (Cth). The compulsory acquisition will be on the same terms as the offer under the takeover bid being 0.48 Growthpoint Securities (as described in Growthpoint’s bidder’s statement dated 21 April 2011) for every unit in the Rabinov Trust. If the calculation results in an entitlement to a fraction of a Growthpoint Security, that fraction will be rounded down to the nearest whole number of Growthpoint Securities.

According to our records, we did not receive an acceptance of our offer from you. Therefore your Rabinov Trust units will be subject to the compulsory acquisition procedure under the Corporations Act 2011 (Cth).

On completion of this compulsory acquisition procedure, we will write to you again to advise of the procedure for claiming your Growthpoint Securities. Subject to the Corporations Act 2001 (Cth), this is expected to occur around 5 to 6 weeks after the date of this letter.

See also the enclosed copy of ASIC Form 6021 – Notice of compulsory acquisition following takeover bid , which sets out the compulsory acquisition procedure and your rights.

Yours faithfully

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Aaron Hockly Company Secretary Growthpoint Properties Australia Limited

as responsible entity of Growthpoint Properties Australia Trust

GROWTHPOINT PROPERTIES AUSTRALIA LIMITED (ACN 124 093 901, AFSL NO. 316409) GROWTHPOINT PROPERTIES AUSTRALIA TRUST (ARSN 120 121 002) DIRECTORS: L SHADDOCK (CHAIRMAN), T J COLLYER (MANAGING DIRECTOR), E K DE KLERK, G A JACKSON, J F MARAIS, L N SASSE, D SPRUELL COMPANY SECRETARY: A G B HOCKLY

Australian Securities & Investments Commission

Form 6021 Corporations Act 2001 661B(1) (a)

Notice of compulsory acquisition following takeover bid

If there is insufficient space in any section of the form, you may attach an annexure and submit as part of this lodgement

Lodgement details	Who should ASIC contact if there is a query about this form? Name
	Aaron Hockly, Company Secretary
	ASIC registered agent number(if applicable)
	Company/entityname
	Growthpoint Properties Australia Limited as responsible entity for Growthpoint Properties Australia Trust ARSN 120 121 002
	ACN/ABN/ARBN/ARSN
	ACN 124 093 901
	Telephone number
	+61 3 8681 2900
	Postal address
	Level 10, 379 Collins Street
	Level 10, 379 Collins Street
	Email address(optional)
	Aaron.hockly@growthpoint.com.au

Notice

Name and address of holder:

To:

MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Securities of:

Name of target company or body

Name (“the Company”) Rabinov Property Trust ACN/ARBN/ARSN 099 776 342

ASIC Form 6021

Page 1 of 3

17 January 2011

Continued... Notice

1. Tick one box Name of bidder. Insert description of class of securities to which the bid related Tick one box Insert date offers closed or are scheduled to close 2. 3. 4. 5. 6. Tick one box 7.	Under an Off Market Bid Market Bid offers were made by	Under an Off Market Bid Market Bid offers were made by
	Growthpoint Properties Australia Limited as responsible entityfor Growthpoint Properties Australia Trust
	in respect of the acquisition of
	Ordinaryunits
	in the Company. The offers closed is scheduled to close on Date 15 / 06 / [D D] [M M]	11 [Y Y]
	You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not accepted the takeover offer.
	The bidder hereby gives you notice under subsection 661B(1) of the Corporations Act 2001 (“the Act”) that the bidder has become entitled pursuant to subsection 661A(1) of the Act to compulsorily acquire your securities and desires to acquire those securities.
	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to. Under section 661E of the Act, you have the right, within one month after being given this notice or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, to applyto the Court for an order that the securities not be compulsorilyacquired.
	The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before This notice was given. The end of the offer period.
	Unless on application made by you under section 661E within one month after being given this notice (as referred to in paragraph 5 of the notice) or within 14 days after being given a statement under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, the Court otherwise orders, the bidder must comply with paragraph 6 of this notice.

ASIC Form 6021

Page 2 of 3

17 January 2011

Signature

Name of person signing Aaron Hockly Capacity Company Secretary Signature Date signed 27 / 06 / 11 [D D] [M M] [Y Y]

Lodgement Send completed and signed forms to: For help or more information Australian Securities and Investments Commission, Web www.asic.gov.au PO Box 9827 in your capital city. Need help? www.asic.gov.au/question Telephone 1300 300 630 Or lodge the form in person at an ASIC Service Centre (see www.asic.gov.au/servicecentres)

ASIC Form 6021

Page 3 of 3

17 January 2011