GROWTHPOINT PROPERTIES AUSTRALIA — Major Shareholding Notification 2016

Sep 4, 2016

WWW.GROWTHPOINT.COM.AU

LEVEL 22, 357 COLLINS STREET, MELBOURNE, VICTORIA, 3000, AUSTRALIA TEL: +61 3 8681 2900 FAX: +61 3 8681 2910

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The Manager Market Announcements Office ASX Limited

5 September 2016

Dear Sir / Madam

Takeover bid for GPT Metro Office Fund Notice of change of interests of substantial holder

Enclosed is an ASIC Form 604: Notice of change of interests of substantial holder , issued in relation to units in GPT Metro Office Fund (ARSN 169 500 476) ( GMF ) in accordance with section 671B of the Corporations Act 2001 (Cth).

Yours sincerely

Aaron Hockly Company Secretary

GROWTHPOINT PROPERTIES AUSTRALIA LIMITED (ACN 124 093 901, AFSL NO. 316409, ABN 33 124 093 901) GROWTHPOINT PROPERTIES AUSTRALIA TRUST (ARSN 120 121 002) DIRECTORS: G A TOMLINSON (CHAIRMAN), T J COLLYER (MANAGING DIRECTOR), M N BRENNER, E K DE KLERK, G A JACKSON, J F MARAIS, L N SASSE COMPANY SECRETARY: A G B HOCKLY

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Form 604

Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder
ToCompany Name/Scheme GPT Metro Office Fund (GMF) ACN/ARSN ARSN 169 500 476 1. Details of substantial holder (1) Name (a) Growthpoint Properties Australia Limited ACN 124 093 901 in its own capacity and in its capacity as responsible entity for Growthpoint Properties Australia Trust ARSN 120 121 002 (Growthpoint), (b) Growthpoint Properties Limited of South Africa (Growthpoint SA) and (c) each of the entities listed in Annexure A (the entities listed in Annexure A being theGrowthpoint Entities) ACN/ARSN (if applicable) The ACN/ARSN(if any)for each of the Growthpoint Entities are listed in Annexure A There was a change in the interests of the substantial holder on 02/09/2016 The previous notice was given to the company on 02/09/2016 The previous notice was dated 02/09/2016 2. Previous and present voting power The total number of votes 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 units 97,104,270 75.55% (based on 128,533,501 ordinary units on issue in GMF) 120,269,049 93.57% (based on 128,533,501 ordinary units on issue in GMF) 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 See Annexure B Growthpoint, Growthpoint SA and Growthpoint Entities Acquisition of relevant interests pursuant to acceptances of offers dated 18 July 2016 made under Growthpoint’s off- market takeover bid for all the ordinary units in GMF on the terms and conditions set out in Growthpoint’s bidder’s statement dated 1 July 2016 (Bidder’s Statement) (theOffer). The Offer consideration as set out in the Bidder’s Statement. See Annexure B See Annexure B 4. Present relevant interests Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: Holder of relevant interest Registered holder of securities Person entitled to be registered Nature of relevant interest (6) Class and number of securities Person’s votes Growthpoint Growthpoint Growthpoint Relevant interest under s608(1)(a) of the_Corporations Act 2001_(Cth) (Corporations Act) as a result of being the registered holder of the ordinary units. 16,686,827 ordinary units 16,686,827					GPT Metro Office Fund (GMF)
					ARSN 169 500 476
					(a) Growthpoint Properties Australia Limited ACN 124 093 901 in its own capacity and in its capacity as responsible entity for Growthpoint Properties Australia Trust ARSN 120 121 002 (Growthpoint), (b) Growthpoint Properties Limited of South Africa (Growthpoint SA) and (c) each of the entities listed in Annexure A (the entities listed in Annexure A being theGrowthpoint Entities)
					The ACN/ARSN(if any)for each of the Growthpoint Entities are listed in Annexure A
		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
		See Annexure B		Growthpoint, Growthpoint SA and Growthpoint Entities			Acquisition of relevant interests pursuant to acceptances of offers dated 18 July 2016 made under Growthpoint’s off- market takeover bid for all the ordinary units in GMF on the terms and conditions set out in Growthpoint’s bidder’s statement dated 1 July 2016 (Bidder’s Statement) (theOffer).		The Offer consideration as set out in the Bidder’s Statement.		See Annexure B		See Annexure B
	Holder of relevant interest		Registered holder of securities			Person entitled to be registered		Nature of relevant interest (6)		Class and number of securities		Person’s votes
	Growthpoint		Growthpoint			Growthpoint		Relevant interest under s608(1)(a) of the_Corporations Act 2001_(Cth) (Corporations Act) as a result of being the registered holder of the ordinary units.		16,686,827 ordinary units		16,686,827

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56204617.2

Growthpoint SA	Growthpoint	Growthpoint	Relevant interest in the ordinary units referred to in the first row of this table arising under s608(3)(a) and/or s608(3)(b) of the Corporations Act.	16,686,827 ordinary units	16,686,827
Growthpoint Entities	Growthpoint	Growthpoint	Relevant interest arising in the ordinary units referred to in the first row of this table under s608(3)(a) and/or s608(3)(b) of the Corporations Act.	16,686,827 ordinary units	16,686,827
Growthpoint	GMF unitholders to whom the Offer was made and who have accepted the Offer	Growthpoint, subject to the Offer becoming unconditional	Relevant interest under s608(1) and/or s608(8) of the Corporations Act pursuant to acceptances of the Offer. The ordinary units which are the subject of the acceptances either have been or will be transferred into the name of Growthpoint.	103,582,222 ordinary units	103,582,222
Growthpoint SA	GMF unitholders to whom the Offer was made and who have accepted the Offer	Growthpoint, subject to the Offer becoming unconditional	Relevant interest in the ordinary units referred to in the 4throw of this table under s608(3)(a) and s608(3)(b) of the Corporations Act, being a relevant interest held through a body corporate and managed investment scheme (Growthpoint) in which Growthpoint SA’s voting power is above 20% and which Growthpoint SA controls. The relevant interest arises through acceptances of the Offer. The ordinary units which are the subject of the acceptances either have been or will be transferred into the name of Growthpoint.	103,582,222 ordinary units	103,582,222
Growthpoint Entities	GMF unitholders to whom the Offer was made and who have accepted the Offer	Growthpoint, subject to the Offer becoming unconditional	Relevant interest in the ordinary units referred to in the 4throw of this table under s608(3)(a) and/or s608(3)(b) of the Corporations Act, being a relevant interest held through a body corporate and managed investment scheme (Growthpoint) in which the voting power of the relevant Growthpoint Entity is above 20% or which the relevant Growthpoint Entity controls. The ordinary units which are the subject of the acceptances either have been or will be transferred into the name of Growthpoint.	103,582,222 ordinary units	103,582,222

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 ACN/ARSN (if applicable)	Nature of association
N/A	N/A

6. Addresses

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

Name	Address
Growthpoint	Level 22, 357 Collins Street, Melbourne, Victoria Australia 3000
Growthpoint SA and Growthpoint Entities	C/o- Level 22, 357 Collins Street, Melbourne, Victoria Australia 3000

Signature

print name Aaron Hockly	capacity	Company Secretary
sign here	date	05/09/2016

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56204617.2

Annexure A

Growthpoint Entities

This is Annexure “A” of 2 pages referred to in ASIC Form 604 – Notice of change of interests of substantial holder, signed by me and dated 5 September 2016.

---

Aaron Hockly, Company Secretary

ENTITY	ACN / ARSN
Growthpoint Nominees (AUST) Pty Ltd	ACN 124 873 338
Growthpoint Nominees (AUST) 2 Pty Ltd	ACN 152 441 444
V & A Waterfront	N/A (incorporated in the Republic of South Africa)
Metboard Properties Limited	N/A (incorporated in the Republic of South Africa)
Paramount Property Fund Limited	N/A (incorporated in the Republic of South Africa)
Growthpoint Security SPV 1 (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Growthpoint Security SPV 2 (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Basfour 2721 (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Silverhorn Properties (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Burg Brothers Investments (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Pin Mill Share Block (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Growthpoint Management Services (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
New Heights 344 (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Changing Tides 5 (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Skillfull 82 (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Growthpoint Building Managers (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Scopefull 157(Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Skillfull 115 (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Majorshelf 184 (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Acucap Properties Limited	N/A (incorporated in the Republic of South Africa)
Sycom Property Fund (CISP)	N/A (incorporated in the Republic of South Africa)
Sycom Property Fund Managers Limited	N/A (incorporated in the Republic of South Africa)

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56204617.2

Growthpoint SYC (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Tyger Hills Investments (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Acucap Property Management (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Atlas Properties (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Acucap Investments 4 (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Acucap Investments (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Tyger Hills Office Park (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Sycom Properties (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Centre South Properties (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Fairy Glen Properties (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Four Ways Crossing Retail Centre (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Woodlands Office Park Property	N/A (incorporated in the Republic of South Africa)
Management Company (Pty) Ltd
Atlas Property Developments (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Acucap Management Services (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Atlas Property Services (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Carlyn’s Trust (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Advent Properties (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Stand 1135 Houghton (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Growthpoint ABQ (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Ferns Investments (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Highway Properties Houghton (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Growthpoint TPG (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Inclub Properties (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Witkoppen Corner (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Erf 4 of 8 Sandown (Pty) Lt	N/A (incorporated in the Republic of South Africa)
Erven 99 and 100 Parktown Share Block (Pty)	N/A (incorporated in the Republic of South Africa)
Ltd
Kilkishen Investments (Pty) Ltd	N/A (incorporated in the Republic of South Africa)
Complex Investments (Pty) Ltd	N/A (incorporated in the Republic of South Africa)

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56204617.2

Annexure ‘B’

This is Annexure “B” of 2 page referred to in ASIC Form 604 – Notice of change of interests of substantial holder, signed by me and dated 5 September 2016.

____ Aaron Hockly, Company Secretary

Details of changes in relevant interests pursuant to acceptances of the Offer

Date of change	Class and number of securities affected	Person’s votes affected
21/07/2016	4,760 ordinary units	4,760
22/07/2016	23,274 ordinary units	23,274
25/07/2016	10,000 ordinary units	10,000
26/07/2016	25,000 ordinary units	25,000
27/07/2016	840,496 ordinary units	840,496
28/07/2016	1,021,871 ordinary units	1,021,871
29/07/2016	2,589,817 ordinary units	2,589,817
01/08/2016	15,000 ordinary units	15,000
02/08/2016	1,227,690 ordinary units	1,227,690
03/08/2016	424,536 ordinary units	424,536
04/08/2016	487,698 ordinary units	487,698
05/08/2016	419,962 ordinary units	419,962
08/08/2016	910,915 ordinary units	910,915
09/08/2016	2,117,563 ordinary units	2,117,563
10/08/2016	3,242,971 ordinary units	3,242,971
11/08/2016	2,486,631 ordinary units	2,486,631
12/08/2016	1,117,404 ordinary units	1,117,404
15/08/2016	2,250,053 ordinary units	2,250,053
16/08/2016	3,469,798 ordinary units	3,469,798
17/07/2016	4,898,106 ordinary units	4,898,106
18/08/2016	5,216,149 ordinary units	5,216,149
19/08/2016	978,044 ordinary units	978,044
22/08/2016	2,077,523 ordinary units	2,077,523
23/08/2016	418,797 ordinary units	418,797
24/08/2016	7,915,425 ordinary units	7,915,425
25/08/2016	17,626,033 ordinary units	17,626,033
26/08/2016	1,505,588 ordinary units	1,505,588
29/08/2016	2,891,776 ordinary units	2,891,776
30/08/2016	2,085,459 ordinary units	2,085,459
31/08/2016	2,877,593 ordinary units	2,877,593

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56204617.2

Date of change	Class and number of securities affected	Person’s votes affected
1 September 2016	9,241,511 ordinary units	9,241,511
2 September 2016	23,164,779 ordinary units	23,164,779
Total	103,582,222 ordinary units	103,582,222

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56204617.2