GROWTHPOINT PROPERTIES AUSTRALIA — M&A Activity 2022

Aug 2, 2022

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3 Aug 2022

Acquisition of Fortius Funds Management

Growthpoint Properties Australia (Growthpoint or the Group) is pleased to announce that it has entered into an agreement under which it will acquire 100% of the shares in Fortius Funds Management Pty Ltd (Fortius) (the Transaction).

Transaction overview

• Fortius is one of Australia’s leading family-owned private real estate funds management businesses with an established track record of investing in Australian real estate markets and generating strong returns for its investors

• Transaction delivers on a strategic growth opportunity for the Group, adding $1.9 billion third party funds under management (FUM) to Growthpoint and bringing total assets under management to $7.2 billion[1]

• Consideration comprises a $45 million initial purchase price, with a net asset adjustment, to be paid in cash and funded from the Group’s existing liquidity and debt facilities

• Additional $10 million earnout component, subject to Fortius achieving agreed milestones relating to FUM and revenue growth over the period to June 2024

• Performance fees for existing funds received by the Group will be paid to the sellers on an after tax basis as an additional purchase price adjustment. Performance fees for new funds will accrue to Growthpoint

• Completion anticipated 1Q FY23, subject to satisfaction of conditions precedent including certain change of control consents being received

Strategic rationale

• Transaction brings enhanced sector and product capabilities, including office, retail, mixed-use and debt investments across value-add and opportunistic strategies

• Continuation of Fortius successful growth story, with founder and Executive Director Ray Sproats remaining as Senior Adviser for at least two years and CEO Sam Sproats joining the Group’s Executive Management Team as Executive Director – Funds Management

• Provides ability to scale up the platform significantly to drive incremental growth to earnings for securityholders

• Growthpoint intends to grow the funds management business, targeting 10-20% of Group EBIT, over the medium term

Timothy Collyer, Managing Director of Growthpoint, said, “We are pleased to announce the acquisition of Fortius today and the establishment of a funds management business which has been a key strategic priority for the Group. Fortius is a best-in-class fund manager with an over thirty year track record of generating an average IRR[2] of 17% per annum for its investors, a mix of high quality institutional investors, high net worth and wholesale investors. Investing in Fortius adds $1.9 billion high quality FUM in a single transaction taking the Group’s assets under management (AUM) to $7.2 billion. We intend to grow the funds management business, targeting 10-20% of Group EBIT over the medium term, delivering incremental growth to earnings and income stream diversification for our securityholders.”

Fortius management, Ray and Sam Sproats said “Joining with Growthpoint is an ideal outcome for Fortius and our stakeholders as it provides the best path to grow with our investors' aspirations as well as provide opportunities for our talented investment team. We are enthused by the complementary fit of an active funds manager with a leading office and industrial REIT.” Ray Sproats concluded, “The Fortius team and I are excited by the capital support for growth initiatives as well as the continuation of services for our investors. I can think of no better way to build on our thirty years of successful investing."

1 Includes unaudited valuations as at 30 June 2022 of $5.3 billion. Includes 165-169 Thomas Street, Dandenong, Victoria which settled in July 2022 2 Internal Rate of Return

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

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Further information about the Transaction is contained in the investor presentation attached.

Growthpoint securityholders do not need to take any action in relation to the Transaction.

Growthpoint appointed MA Moelis Australia Advisory Pty Ltd as exclusive financial advisor to the Transaction and Gilbert + Tobin as legal advisor. SW Accountants & Advisors acted as tax advisors.

This announcement was authorised for release by Growthpoint’s Board of Directors.

For further information, please contact:

Kirsty Collins

Investor Relations and Communications Manager Telephone: +61 3 8681 2933

Growthpoint Properties Australia

Level 31, 35 Collins St, Melbourne, VIC 3000 growthpoint.com.au

About Growthpoint

Growthpoint provides space for you and your business to thrive. For more than 12 years, we’ve been investing in high-quality industrial and office properties across Australia. Today, we own and manage 59 properties, valued at approximately $5.3 billion.[3] We actively manage our portfolio. We invest in our existing properties, ensuring they meet our tenants’ needs now and into the future. We are also focused on growing our property portfolio.

We are committed to operating in a sustainable way and reducing our impact on the environment. We are targeting net zero by 2025.

Growthpoint is a real estate investment trust (REIT), listed on the ASX, and is part of the S&P/ASX 200. Moody’s has issued us with an investment-grade rating of Baa2 for domestic senior secured debt.

3 Unaudited valuations as at 30 June 2022.Includes 165-169 Thomas Street, Dandenong Victoria which settled in July 2022

Growthpoint Properties Australia

Agreement to acquire Fortius Funds Management. Investor Presentation

3 Aug 2022

space to thrive.

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Transaction summary.

• Growthpoint Properties Australia (Growthpoint or the Group) has entered into an agreement under which it will acquire 100% of the shares in Fortius Funds Management Pty Ltd (Fortius) (the ‘Transaction’)

• Fortius is one of Australia’s leading family-owned private real estate funds management businesses, with a 30+ year track record of

• Overview investing in Australian real estate markets and generating strong returns for investors

• Transaction delivers on a strategic growth opportunity for the Group, adding $1.9 billion third party funds under management (FUM) to Growthpoint

• $45 million initial purchase price, with a net asset adjustment, to be paid in cash and funded out of the Group’s existing liquidity and debt facilities

• • Additional up to $10 million earnout component, subject to Fortius achieving agreed milestones relating to FUM and revenue growth

• Consideration over the period to June 2024 • Performance fees for existing funds received by Growthpoint will be paid to the sellers on an after tax basis as an additional purchase price adjustment. Performance fees for new funds will accrue to Growthpoint

• Purchase price of $45 million implies a 6.7x multiple on historic FY22 Fortius EBITDA

Completion

• Completion is conditional on satisfaction of conditions precedent, including certain changes of control consents being received

• • Completion is anticipated in 1Q FY2023

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Growthpoint Properties Australia - Acquisition of Fortius Funds Management

Transaction summary.

• Establishes third party funds management platform for the Group, adding $1.9 billion FUM in a single transaction • Acquisition of a best-in-class fund manager with an average IRR of 17% per annum over 30 years achieved for Fortius investors Strategic • Brings enhanced sector and product capabilities, including office, retail, mixed-use and debt investments across value-add and rationale opportunistic strategies • Provides ability to scale up platform significantly to drive incremental growth to earnings for securityholders • Continuation of Fortius successful growth story, with founder and Executive Director Ray Sproats remaining as Senior Adviser for at least two years and CEO Sam Sproats joining the Group’s Executive Management Team as Executive Director – Funds Management • No proposed changes to Fortius business model, investments and fund management strategies. No direct change for Fortius Implementation syndicate and capital partner investors. Co-branding to be maintained for a period of time • Orderly integration planned, with Fortius staff retained • Establishes experienced, dedicated and professional combined team of 60+ employees, located in Melbourne, Sydney and Brisbane • Funds management business will be integrated into the Group’s governance frameworks, with strong conflicts management systems in place Governance • Fortius Independent Non-Executive Directors Edwin Zemancheff (Chairman) and Katherine Allchin will remain on Fortius board as will Sam Sproats and a Growthpoint appointee • Increases Growthpoint’s total assets under management to $7.2 billion[1] Impact • Growthpoint intends to grow the funds management business, targeting 10-20% Group EBIT, over the medium term Includes unaudited valuations as at 30 June 2022 of $5.3 billion. Includes 165-169 Thomas Street, Dandenong Victoria which settled in July 2022 Growthpoint Properties Australia - Acquisition of Fortius Funds Management

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307 Queen Street, Brisbane, QLD

Strategic rationale. Acquisition of a best-in-class fund manager

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Delivers on strategy to establish third party funds management business

Provides income stream diversification and leverages expertise to generate higher returns on capital employed for GOZ securityholders

Fortius operates a highly scalable business model

Adds $1.9 billion high quality FUM in a single line transaction

Combining with Growthpoint can support further growth of Fortius’ successful funds management strategy

Enhanced sector and product capabilities

Introduces retail and mixeduse asset capabilities to Growthpoint

Fortius specialise in value-add and opportunistic strategies

Increases alignment of tenant customer relationships and market coverage

Addition of debt capital business further broadens Group’s capability

Access to new investor channels

Fortius investor base comprises >600 investors including high quality institutional accounts, high net worth and wholesale investors

Significant level of repeat Fortius investors

Fortius brings strong wealth management platform relationships and is well positioned to grow into new distribution channels

Growthpoint investors comprise >4300 securityholders, including global, domestic institutional investors and retail securityholders

Financially attractive to Growthpoint investors

Increases Growthpoint’s total assets under management to $7.2 billion

Ability to drive enhanced FFO growth over time

Growthpoint intends to grow the funds management business and target 10-20% of Group EBIT over the medium term

4 Growthpoint Properties Australia - Acquisition of Fortius Funds Management

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Geographic diversity Key institutional partners
1%
PGIM
13%
SC Capital Partners
25% Heitman
61%
BlackRock
Irongate
Sydney Brisbane Adelaide Melbourne
Sector diversity
5%
>600 59%
17%
15%
Number of Investors in more
investors than one fund
59% / 39% / 2%
63%
Investor split
Office Retail Mixed use Debt (HNW / Institutional / Other)
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Overview of Fortius.

Fortius is one of Australia’s leading private real estate funds management businesses with a distinct focus on valueadd and opportunistic strategies

$1.9 billion high quality FUM, including office and retail properties in Sydney, Brisbane and Adelaide

Primarily value-add funds , structured as syndicates and single asset mandates on behalf of institutional, wholesale and HNW investors. Growing debt capital business

High quality, successful team of 20 employees

Established in 1991, Fortius has a track record of outperformance, with average IRR of 17% per annum delivered for investors over last 30 years

FUM as at 30 June 2022

5 Growthpoint Properties Australia - Acquisition of Fortius Funds Management

Fortius funds.

Fortius manages $1.9 billion of high quality assets for third party investors, including HNW syndicates and institutional investors

Fortiusfunds. Fortius manages $1.9 billion of high quality assets for third party investors, including HNW syndicates and institutional investors	Fortiusfunds. Fortius manages $1.9 billion of high quality assets for third party investors, including HNW syndicates and institutional investors	Fortiusfunds. Fortius manages $1.9 billion of high quality assets for third party investors, including HNW syndicates and institutional investors	Fortiusfunds. Fortius manages $1.9 billion of high quality assets for third party investors, including HNW syndicates and institutional investors	Fortiusfunds. Fortius manages $1.9 billion of high quality assets for third party investors, including HNW syndicates and institutional investors	Fortiusfunds. Fortius manages $1.9 billion of high quality assets for third party investors, including HNW syndicates and institutional investors
307 Queen Street	Rundle Place	Greenfell Car Park	Central Park	Cammeray Square	The Barracks
Brisbane, QLD	Adelaide, SA	Adelaide, SA	Sydney, NSW	Sydney, NSW	Brisbane, QLD
Office	Retail	Office	Retail	Retail	Mixed use
Syndicate	Syndicate	Syndicate	Syndicate	Syndicate	Syndicate

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Typical platform fees

• Investment / asset management fees

• Leasing fees

• Acquisition and disposal fees

• Debt arrangement fees

• Performance fees

307 Queen Street Rundle Place Greenfell Car Park Central Park Cammeray Square The Barracks Brisbane, QLD Adelaide, SA Adelaide, SA Sydney, NSW Sydney, NSW Brisbane, QLD Office Retail Office Retail Retail Mixed use Syndicate Syndicate Syndicate Syndicate Syndicate Syndicate – Leasing fees – Acquisition and disposal fees – Debt arrangement fees	307 Queen Street Rundle Place Greenfell Car Park Central Park Cammeray Square The Barracks Brisbane, QLD Adelaide, SA Adelaide, SA Sydney, NSW Sydney, NSW Brisbane, QLD Office Retail Office Retail Retail Mixed use Syndicate Syndicate Syndicate Syndicate Syndicate Syndicate – Leasing fees – Acquisition and disposal fees – Debt arrangement fees	307 Queen Street Rundle Place Greenfell Car Park Central Park Cammeray Square The Barracks Brisbane, QLD Adelaide, SA Adelaide, SA Sydney, NSW Sydney, NSW Brisbane, QLD Office Retail Office Retail Retail Mixed use Syndicate Syndicate Syndicate Syndicate Syndicate Syndicate – Leasing fees – Acquisition and disposal fees – Debt arrangement fees	307 Queen Street Rundle Place Greenfell Car Park Central Park Cammeray Square The Barracks Brisbane, QLD Adelaide, SA Adelaide, SA Sydney, NSW Sydney, NSW Brisbane, QLD Office Retail Office Retail Retail Mixed use Syndicate Syndicate Syndicate Syndicate Syndicate Syndicate – Leasing fees – Acquisition and disposal fees – Debt arrangement fees	307 Queen Street Rundle Place Greenfell Car Park Central Park Cammeray Square The Barracks Brisbane, QLD Adelaide, SA Adelaide, SA Sydney, NSW Sydney, NSW Brisbane, QLD Office Retail Office Retail Retail Mixed use Syndicate Syndicate Syndicate Syndicate Syndicate Syndicate – Leasing fees – Acquisition and disposal fees – Debt arrangement fees
Home HQ Albany Creek Taylor House Divercity MidCity 99 Gawler Place Sydney, NSW Brisbane, QLD Sydney, NSW Sydney, NSW Sydney, NSW Adelaide, SA Retail Retail Mixed use Retail Retail Office Syndicate Syndicate Syndicate Syndicate Separate account Separate account – Performance fees – Other (trustee fees, custodian fees, accounting fees, etc.) Fortius Debt Capital Various Debt
Home HQ	Albany Creek	Taylor House	Divercity	MidCity
Sydney, NSW	Brisbane, QLD	Sydney, NSW	Sydney, NSW	Sydney, NSW
Retail	Retail	Mixed use	Retail	Retail
Syndicate	Syndicate	Syndicate	Syndicate	Separate account

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FUM as at 30 June 2022

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Growthpoint Properties Australia - Acquisition of Fortius Funds Management

Fortius strategies.

Fortius has multiple fund management strategies, including HNW syndicates, institutional mandates, debt capital and intends to grow a wholesale capital strategy

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Single asset trusts

Institutional mandates

Debt investments

Multi asset pooled funds

• Over 600 high net worth (HNW) investors including private investors, family offices, wealth managers and financial advisors

• Standard fund term of 5 years + 2 year extensions

• Typically single asset managed accounts targeting opportunistic investments

• Investors include high quality domestic and offshore institutional partners

• Debt arrangement, management fees

• • Majority residential construction with first mortgage as security

• Typical investment timeframe of 12-24 months

• Closed-end, pooled funds with wholesale investors

• Multi asset funds with focus on core, core+ and value-add strategies

• High level of repeat clients

FUM $1.2bn

FUM $600m

FUM $89m

FUM as at 30 June 2022

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Growthpoint post transaction.

Growthpoint is a leading Australian integrated property group with $7.2 billion assets under management, post completion, including $5.3 billion[1] on balance sheet and $1.9 billion on behalf of third party investors

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Balance sheet Funds management
$5.3 billion property portfolio [1] $1.9 billion FUM [2]
Office Industrial
Office Retail
$3.6 billion $1.7 billion
$324 million $1,189 million
Mixed use Debt
$273 million assets $89 million
Listed Unlisted
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1. Unaudited valuations as at 30 June 2022. Includes 165-169 Thomas Street, Dandenong VIC which settled in July 2022

2. FUM as at 30 June 2022

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8 Growthpoint Properties Australia - Acquisition of Fortius Funds Management

Home HQ, Artarmon, NSW

Growth of Combined Platform. Opportunities to grow FUM

New fund	• Establishment of new fund products and strategies • Including new asset classes / sectors
initiatives	• Increased geographical diversity • New investors and types of capital
Balance sheet	• Significant balance sheet capacity to co-invest and underwrite acquisitions • Provides ability to execute more transactions, in quicker timeframes, and with
support	higher execution certainty
opportunities	• Warehousing assets on balance sheet • Recycling capital with balance sheet
Access to deal flow	• Alignment and broadened coverage of sectors, products and asset classes
Group Approach	• Continued disciplined approach to capital management and investment to support growth of FUM in a volatile macroeconomic climate and changing business cycle

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Additional information.

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Fortius timeline.

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Fortius has been in operation for over 30 years and has significantly scaled in recent years.

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2005 2010 2014 2016 2019 2021
HSBC Australia Completed Launched separate Fortius Active Third joint venture with First joint venture with
Private Property Sydney’s first 5 star account mandates Property Trust BlackRock Irongate on Rundle Place,
Trust divested to Greenstar CBD for institutional (FAPT) successfully joint venture with PGIM
Central Park, Cammeray
Challenger office tower investors divested for 307 Queen Street
Square assets acquired
PGIM
SC Capital BlackRock
HSBC
Partners Heitman Irongate
SC Capital
BlackRock
Partners
1991 2006 2013 2015 2018 2020
Founded by Ray Sproats, Established Fortius Launched single First joint venture with First joint venture with Transacted $500m+
commenced managing Active Property asset trust vehicles BlackRock on core- Heitman for value- of deal flow
HSBC Australia Private Trust (FAPT), $434m for HNW wholesale plus commercial add mixed use asset
Inception of Fortius
Property Trust equity raised investors office
Private Debt Fund
Growthpoint Properties Australia - - Acquisition of Fortius Funds Management
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11 Growthpoint Properties Australia - - Acquisition of Fortius Funds Management

Cammeray Square Shopping Centre, Cammeray, NSW

Benefits for Fortius investors.

Seamless continuation of high quality funds management services

• No changes to business or fund strategies

Continuation of service

• Integration of business and transition of employees

• Co-branding to be maintained for a period of time

Access to enhanced acquisition opportunities

• Enhanced deal flow

• Scale advantage

Access to significant balance sheet

• Increased alignment via co-investments

• Ability to underwrite assets to support acquisitions

Access to enhanced capabilities

• Nationally leading office and industrial landlord

• Track record of successful asset management

• ASX-listed Growthpoint has strong governance frameworks and is subject to ASX Listing Rules and Corporate Governance disclosures and other regulatory authority oversight

Strong governance maintained

• Policies regarding conflicts and access to acquisition and development opportunities implemented from completion

• Fortius Independent Non-Executive Directors Edwin Zemancheff (Chairman) and Katherine Allchin will remain on Fortius board as will Sam Sproats and a Growthpoint appointee

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Important information.

This presentation has been prepared by Growthpoint Properties Australia Limited (ACN 124 093 901) in its personal capacity and as responsible entity of Growthpoint Properties Australia Trust (ARSN 120 121 002) about the activities of Growthpoint Properties Australia (ASX: GOZ) (Growthpoint) as at the date of this presentation.

This presentation contains general information about Growthpoint and does not purport to be complete or comprehensive or contain any form of investment, legal or other advice. It is not an offer or invitation for subscription or purchase of securities or other financial products.

Information in this presentation has been prepared without taking into account any investor’s objectives, financial situation or needs. This presentation is not intended to constitute financial product advice. To the extent any information may constitute general advice, before making an investment decision investors should consider the appropriateness of the information in this presentation, which should be read in conjunction with Growthpoint’s other continuous disclosure announcements lodged with the ASX, including Growthpoint’s half year report and financial statements for the six months ended 31 December 2021. Investors should seek such independent financial, legal or tax advice as they deem necessary or consider appropriate for their particular jurisdiction.

This presentation contains certain forward-looking statements (as identified by words such as “will”, “intends” and “target”), opinions and estimates, which are based on market trends, contingencies and assumptions made by Growthpoint, which are subject to certain risks and uncertainties and assumptions and may change without notice. Should one or more of the risks or uncertainties materialise (in relation to the Transaction or otherwise), or should underlying assumptions prove incorrect, there can be no assurance that actual outcomes for Growthpoint will not differ materially from statements made in this presentation. Many of these are beyond the control of Growthpoint and its officers and employees.

Past performance is not a guarantee of future performance and historical information given in this presentation should not be relied upon as an indication of future performance.

To the maximum extent permitted by law and regulations (including ASX Listing Rules), Growthpoint, and its officers and employees, do not make any warranties or representations, 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). Certain information in this presentation is based on the due diligence enquiries undertaken by Growthpoint in respect of Fortius. While steps have been taken to confirm that information, no representation or warranty, express or implied, is made as to its fairness, accuracy, completeness, reliability or adequacy. Information in relation to Fortius and its business, assets and funds has been obtained from Fortius and not been independently verified by Growthpoint. Subject to the Corporations Act, none of Growthpoint, its directors, nor any member of the Growthpoint group or their respective officers or employees make any representation or warranty (express or implied) as to the accuracy or completeness of this information.

The financial information included in this presentation is based on unaudited financial information as at 30 June 2022, unless otherwise indicated. The information has not been audited or reviewed by Growthpoint’s auditors and is provided for illustrative purposes only. The financial information has been prepared by Growthpoint or Fortius (as applicable) in accordance with the Australian Accounting Standards. All reference to dollars ($) are to Australian dollars.

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13 Growthpoint Properties Australia - Acquisition of Fortius Funds Management

Contact us.

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Retail investors

Computershare

1300 665 792 (within Australia) +61 (3) 9415 4366 (outside Australia) webqueries@computershare.com.au

Institutional investors

Kirsty Collins

Investor Relations and Communications Manager +61 (3) 8681 2933 investor.relations@growthpoint.com.au

2022 calendar.

• 16 August – FY22 Results

• –

• 17 November Annual General Meeting

Growthpoint Properties Australia Level 31, 35 Collins Street Melbourne VIC 3000

www.growthpoint.com.au

Dates are indicative and subject to change.