GROWTHPOINT PROPERTIES AUSTRALIA — Major Shareholding Notification 2012

Sep 4, 2012

5 September 2012

ASX ANNOUNCEMENT GROWTHPOINT PROPERTIES AUSTRALIA (ASX Code: GOZ )

Notice of Changes of interest of Substantial Holder

Growthpoint Properties Australia has received the attached "Notice of Changes of Interests of Substantial Holder" form from Growthpoint Properties Limited of South Africa.

ENDS

Aaron Hockly Company Secretary

Growthpoint Properties Australia

Growthpoint Properties Australia is an ASX listed A-REIT (ASX Code: GOZ), that specialises in the ownership and management of quality investment property. GOZ owns a diversified portfolio of 41 office and industrial investment properties throughout Australia valued at approximately \$1.6 billion (following completion of two buildings currently being developed). GOZ has an investment mandate to invest in office, industrial and retail property sectors. GOZ aims to grow its portfolio over time and to continue to 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.

www.growthpoint.com.au

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Growthpoint Properties Australia Limited/Growthpoint Properties Australia Trust
ACN/ARSN	124 093 901/120 121 002
1. Details of substantial holder (1)
Name	Growthpoint Properties Limited
ACN/ARSN (if applicable)	Not applicable
There was a change in the interests of the
substantial holder on	-09 2012 31.
The previous notice was given to the company on	02 102 2012
The previous notice was dated	02 01 2012

2. Previous and present voting power

The total number of voles attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary stapled securities	244.580.679	164.452%	1254.929.125	65.34%
		(based on 379.476.246 total securities)		(based on 390,146,636 total securities)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change $(7)$	Class and number of securities affected	Person's votes affected
31/08/2012	Growthpoint Properties Limited	llssue of Securities lUnder Dividend lReinvestment Plan-	\$20,903,861.06	10,348,446 new stapled securities (currently trading as IGOZ)	10.348.446

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows;

Holder of	Registered	Person entitled	Nature of	Class and	Person's votes
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities
Growthpoint Properties l imiled	Growthooint Properties Limited	ICrowthount Properties Limited	Registered holder	254,929,125 lordinary stapled Isecurities.	254.929.125

Kl-

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and applicable)	ACN/ARSN	₫f	------ ___ Nature of association
Not applicable			Not applicable
________			_________

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Growthpoint Properties Limited	The Place, 1 Sandton Drive, Sandton, South Africa

Signature

print name Estienne de Klerk Executive Director capacity sian here date $19112$

DIRECTIONS

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trustee of an equity trust), the names could be included in an ann $(1)$ is clearly set out in paragraph 6 of the torm.

• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract. scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, $(7)$ become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

$(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.