GROWTHPOINT PROPERTIES AUSTRALIA — Share Issue/Capital Change 2012

Jan 26, 2012

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Growthpoint Properties Australia Limited / Growthpoint Properties Australia Trust

ABN

ABN 33 124 093 901 / ARSN 120 121 002

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary shares and units (Stapled Securities)
	87,571,872 New Stapled Securities issued under a Rights Offer.
	Same terms as existing Stapled Securities (except for distributions – see below)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in No. New Stapled Securities will only be all respects from the date of entitled to a pro-rata share of any allotment with an existing[+] class distribution for the half year ending 30 of quoted[+] securities? June 2012, based on the period those If the additional securities do not securities are on issue during the period for which the distribution is paid. From rank equally, please state:  the date from which they do commencement of trading on 26 June 2012  the extent to which they (the distribution ‘ex’ date), New Stapled participate for the next Securities will rank equally with existing dividend, (in the case of a Stapled Securities for distributions and in trust, distribution) or interest all other respects. payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $1.90 per New Stapled Security 6 Purpose of the issue The net proceeds from the Rights Offer will (If issued as consideration for the be used to partially fund the acquisition of acquisition of assets, clearly four office properties. identify those assets) 7 Dates of entering +securities Friday, 27 January 2012 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 379,476,246 Ordinary fully-paid +securities quoted on ASX Stapled Securities ( including the securities in clause 2 if applicable) Number +Class

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9 Number and +class of all Nil +securities not quoted on ASX ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a See above at section 4 of Part 1. trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	No
	Renounceable
	3 New Stapled Securities for every 10 Stapled Securities held as at the Record Date
	Ordinary fully-paid Stapled Securities
	7.00pm (AEDT) on Friday, 30 December 2011
	No
	Where fractions arose in the calculations of securityholders’ entitlements under the Rights Offer they were rounded up to the next whole number of Stapled Securities
	All countries, except Australia and New Zealand and any other jurisdictions in which it was decided to make offers

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through	Applications closed at 5.00pm (AEDT) on Thursday, 19 January 2012
	Growthpoint Properties Limited (registration no. 1987/004988/06)
	3% of the underwritten amount
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	No prospectus or product disclosure statement was produced. An Offer Booklet and Entitlement and Acceptance Form was sent to Eligible Securityholders on Thursday 5 January 2012.
	Not Applicable
	Thursday, 22 December 2011
	Thursday, 12 January 2012
	See the section of the Offer Booklet entitled ‘How to Apply’

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

a broker?

31 How do[+] security holders sell See the section of the Offer Booklet part of their entitlements entitled ‘How to Apply’ through a broker and accept for the balance? 32 How do[+] security holders dispose See the section of the Offer Booklet of their entitlements (except by entitled ‘How to Apply’ sale through a broker)? 33 +Despatch date Monday, 30 January 2012

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a)[Securities described in Part 1 ]

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Company secretary

Date: 27 January 2012

Print name: Aaron Hockly

== == == == ==

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7