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GROUP ANNUAL FINANCIAL STATEMENTS 30 JUNE 2019

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Page 1: GROUP ANNUAL FINANCIAL STATEMENTS 30 JUNE 2019 Statements/Annual... · Inside this report About the Growthpoint investor reporting IFC About these reports Group annual financial statements

GROUP ANNUAL FINANCIAL STATEMENTS 30 JUNE 2019

GR

OU

P AN

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AL FIN

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ENTS 30 JU

NE 201

92019

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About these reports

@growthpoint

http://www.linkedin.com/company/growthpointlimited

This icon denotes cross-referencing and further reading between sections

http://www.youtube.com/growthpointlimited

In preparing these reports we have endeavoured

to present a holistic and integrated representation

of the Group’s performance in terms of both its

profitability and its long-term sustainability. This

report aims to inform our stakeholders about the

objectives and strategies of the Group, as well as its

performance with regard to financial, human and

environmental issues.

Navigation

Audited Group financial statements

This report includes the audited Group financial

statements. The financial statements of the

company are available for review and inspection

at the registered office of the company.

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Inside this report

About the Growthpoint investor reporting

IFC About these reports

Group annual financial statements

3 Preparation of Group financial statements

3 Certificate by Company Secretary

4 Report of the Audit Committee

5 Directors’ report

7 REIT ratios

9 Independent auditor’s report

12 Statement of profit or loss and other comprehensive income

13 Statement of financial position

14 Statement of changes in equity

16 Statement of cash flows

17 Segmental analysis

21 Notes to the financial statements

56 Significant accounting policies

Property portfolio

69 Property portfolio summary

71 Property portfolio detail – South Africa

85 Analysis of Growthpoint RSA tenant base

86 Analysis of V&A Waterfront tenant base

87 Property portfolio detail – Australia

89 Analysis of Growthpoint Australia tenant base

General information

91 Shareholders’ analysis

95 Shareholders’ information

96 Directorate and administration

98 Abbreviations

100 Contact details

Our reporting suite

GROUP ANNUAL FINANCIAL STATEMENTS 30 JUNE 2019

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EPORT 30 JU

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2019

INTEGRATED ANNUAL REPORT 30 JUNE 2019

AGM NOTICE 30 JUNE 2019

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT30 JUNE 2019

GROUP ANNUAL FINANCIAL STATEMENTS (AFS)

The statutory AFS prepared in accordance with International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the Financial Reporting Pronouncements as issued by the Financial Reporting Council, the Johannesburg Stock Exchange (JSE) Listings Requirements and the requirements of the Companies Act 2008, as amended.

INTEGRATED ANNUAL REPORT (IAR)

The IAR incorporates an overview of our organisation and its key strategic matters, performance and governance.

The IAR should be read in conjunction with the AFS, which together provide a comprehensive overview of our organisation. (This document.)

ANNUAL GENERAL MEETING (AGM) NOTICE

The booklet containing the AGM notice also includes the summarised audited AFS for FY19, relevant extracts from the IAR supporting the notice and the report to shareholders by the Social, Ethics and Transformation Committee.

ESG REPORT

The booklet containing additional information relating to environmental, social and governance elements.

01

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Group annual financial statements

Growthpoint Properties Limited Group annual financial statements 30 June 201902

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Preparation of Group financial statements

The preparation of the Group financial statements has been proposed and supervised by Gerald Völkel CA(SA), Growthpoint’s Financial Director and have been audited by KPMG Inc. in compliance with section 30 of the Companies Act 2008, as amended. These Group financial statements are published on 30 September 2019.

The complete audited financial statements of the Group for the financial years ended 30 June 2019 and 2018 may be obtained: • from the transfer secretaries, Computershare Investor Services (Pty) Ltd, Rosebank Towers, 15 Biermann Avenue, Rosebank,

Johannesburg, 2196, or • from the company’s website at: www.growthpoint.co.za, or • by request from the company.

Gerald Völkel CA(SA)Financial Director

10 September 2019Sandton

Certificate by Company Secretary

In terms of section 88(2)(e) of the Companies Act 2008, as amended (the Act), I hereby certify that the Group has filed the required returns and notices in terms of the Act in respect of the financial year ended 30 June 2019 and that, to the best of my knowledge and belief, all such returns and notices are true, correct and up to date.

Johan de KokerCompany Secretary

10 September 2019Sandton

03

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Report of the Audit Committee

The activities of the Audit Committee (the committee) are determined by its terms of reference. The committee considers that it has adequately performed its functions in terms of its mandate, the King IV Report on Corporate Governance™* for South Africa 2016, and the Companies Act, No 71 of 2008, as amended.

The committee carried out its duties by reviewing the following on a quarterly basis: • internal audit reports • financial management reports • dashboard reflecting key financial, property and operational

information/indicators • dashboard of subsidiaries and associate companies • information technology reports pertaining specifically to

financial reporting-related matters • annual returns and tax status reports • external audit reports • Risk Management Committee minutes • tax risk report • off-balance sheet items.

Key focus areas considered by the committee in the current financial year included:

• evaluation of audit firms and selection of a new audit firm to be recommended to the shareholders for appointment

• the committee’s composition and skillset, independence of its members or their ability to act independently, and succession of those facing retirement in the foreseeable future

• the accounting treatment of certain types of transactions • additional financial reporting of the Group and its investments.

The aforementioned information, together with the interactions with persons attending the meetings in an ex officio capacity, collectively enabled the committee to conclude that the systems of internal financial control had been designed and were operating effectively during the financial period under review.

Furthermore, the committee is satisfied: • with the independence of the external auditor, including the

provision of non-audit services and compliance with the Group policy in this regard. The external auditor attended all meetings of the committee

• with the terms, nature, scope, quality and proposed fee of the external auditor for the financial year ended 30 June 2019

• with the annual financial statements and the accounting practices utilised, as well as the significant matters considered in the preparation thereof and have recommended the financial statements for approval to the Board

• with the Group’s continuing viability as a going concern, which it has reported to the Board for its deliberation

• that it has considered the findings of the JSE’s report on proactive monitoring of financial statements

• that the Group’s Financial Director was appropriately qualified and had the necessary expertise and experience to carry out his duties

• with the effectiveness of the Head of Internal Audit and Risk Management and the arrangements for internal audit

• with the effectiveness of collaboration between the external auditor and internal audit

• that it has afforded both external and internal audit access to the committee without other invitees being present

• with the integrity of the integrated annual report and that it addresses all material issues and presents fairly the integrated performance of the organisation.

No concerns and complaints were received from within or outside the Group relating to accounting practices and internal financial controls, and the content or auditing of the Group’s financial statements.

The committee assesses its performance on an annual basis to determine whether or not it had delivered on its mandate and continuously enhanced its contribution to the Board. The assessment takes the form of a questionnaire, which is independently completed by each member of the committee. The composition of the self-assessment questionnaire was the responsibility of the Company Secretary, while the consolidation of the results was the responsibility of the head of internal audit and risk management.

The committee would like to extend their gratitude to KPMG for their exceptional service over the years.

I will be standing down as Chairman of the Audit Committee and would like to thank the members of the committee, the executives, the external and internal auditors and the secretary for their diligence and contribution over the years.

LA FinlayAudit Committee Chairman

10 September 2019Sandton

* Copyright and trademarks are owned by the Institute of Directors in Southern Africa NPC and all of its rights are reserved.

Growthpoint Properties Limited Group annual financial statements 30 June 201904

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Directors’ report

The directors are pleased to present their 31st annual report that forms part of the annual financial statements for the year ended 30 June 2019.

MAIN BUSINESS AND OPERATIONSGrowthpoint is a Real Estate Investment Trust (REIT) company with a total property portfolio of R139.4bn. The largest South African listed property company which owns a property portfolio of 450 directly owned properties in South Africa valued at R78.3bn, 57 properties valued at R38.7bn through its 66.0% investment in Growthpoint Properties Australia (GOZ), a 50% interest in the V&A Waterfront properties, valued at R9.6bn, a 29.8% interest in Globalworth Real Estate Investment Limited (GWIs) 60 properties, valued at R12.8bn and a 72.9% interest in The Healthcare Fund’s five properties valued at R2.6bn.

A2X LISTINGGrowthpoint announced that its shares have been approved for inclusion in the list of qualifying equity securities to be traded on A2X with effect from Wednesday, 18 July 2018 (the “A2X listing date”).

Growthpoint’s primary listing on the JSE and its issued share capital was unaffected by its secondary listing on A2X. Growthpoint’s shares are therefore available to be traded on both the JSE and A2X from the A2X listing date.

A2X is a licensed stock exchange authorised to provide a secondary listing venue for companies and is regulated by the Financial Sector Conduct Authority (previously the Financial Services Board) in terms of the Financial Markets Act 19 of 2012.

BOARD COMPOSITIONAs at the date of issue of this report, Growthpoint had a unitary Board comprising 16 directors in total, four Executive Directors and 12 Non-executive Directors, nine of whom are regarded by the Board as independent. Notwithstanding the finding that three Non-executive Directors are considered to be non-independent, the Board’s conclusion is that they nonetheless act and exercise their minds independently in their roles on the Board and respective committees. The Board has embarked on a process of rejuvenation and has appointed Messrs Frank Berkeley and John van Wyk as directors effective from 10 September 2019, as announced on Stock Exchange News Service (SENS) previously. Messrs Peter Fechter and Eric Visser will be stepping down from the Board at the 2019 annual general meeting (AGM), after 16 and 18 years of service respectively. Their contributions to the Board have been invaluable as well as in their respective roles as Chairmen of the Property and Investment Committee and the Remuneration Committee. The Board has carried out a formal skills profiling and assessment of the Non-executive and Executive Directors on the Board and considers its current composition to be suited to the business. Therefore, both the Nomination Committee and the Board recommend the re-election of directors retiring by rotation at the forthcoming AGM.

The Board has a Board-level gender diversification policy with a voluntary 30% target for female representation. Currently, the four female directors represent 28% of the total number of directors. The Board Charter includes a policy statement on racial diversification, in terms of which the Board strives to meet legislated and/or regulated employment equity targets applicable from time to time at Board level.

FINANCIAL RESULTS

FY19 FY18Year-on-year

movement

% changeyear on year

%

Net property income (excluding straight-line lease income adjustment) (Rm) 8 753 8 610 143 1.7%Dividends (cents) 218.1 208.6 9.5 4.6%

Interim dividend (six months ended 31 December) 105.8 101.2 4.6 4.5%Final dividend (six months ended 30 June) 112.3 107.4 4.9 4.6%

The interim dividends have been declared from distributable earnings. In line with IAS 10 Events after the reporting period, the declaration of the final dividend occurred after the end of the reporting period, resulting in a non-adjusting event that is not recognised in the financial statements. The dividends meet the requirements of a REIT “qualifying distribution” for purposes of section 25BB of the Income Tax Act, No 58 of 1962, as amended.

Investment property at fair value (Rm) 116 554 112 226 4 328 3.9%Property held for trading and development (Rm) 455 131 324 247.3%

05

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Directors’ report continued

FURTHER INVESTMENT INTO GLOBALWORTH AND GLOBALWORTH POLAND REAL ESTATE (GPRE) SHARE SWAPIn April 2019, the Group swapped its 21.6% shareholding in GPRE for shares in GWI. In addition, the Group acquired a further stake in GWI for EUR15m. After the restructure, the Group holds 29.8% in GWI and GWI holds 99.6% in GPRE and is in the process of delisting GPRE from the Warsaw Stock Exchange, post the expropriation of the remaining minorities.

INVESTMENT IN GROWTHPOINT PROPERTIES AUSTRALIA (GOZ)Growthpoint made further investments in its subsidiary GOZ during FY19 as follows:

Date Nature Shares Rm

August 2018 DRIP 11 593 338 438.2

November 2018 Rights issue 25 738 629 907.6

EVENTS AFTER REPORTING PERIODInformation on material events that occurred after 30 June 2019 is included in note 24 of these Group annual financial statements.

ISSUANCE OF SHARES – HEALTHCARE FUNDDuring FY19, Growthpoint Healthcare Property Holdings Limited issued shares to third-party investors to the value of R395m. The Group now holds 72.9% of the fund.

DIRECTORS AND SECRETARYBrief curricula vitae of the newly appointed directors have been included in the FY19 integrated annual report. Growthpoint’s Financial Director was assessed by the Audit Committee (as is done annually) to be appropriately qualified and experienced for the position. The Board recommends Mr FM Berkeley, Ms LA Finlay and Ms N Siyotula as members of the Audit Committee on the basis that they are the Board members who possess the requisite qualifications and appropriate expertise for this committee. The directors to retire by rotation and, being eligible, hold themselves available for re-election at the AGM to be held on 12 November 2019 are as follows:

• Ms LA Finlay • Ms NBP Nkabinde • Mr SP Mngconkola

The directors appointed by the Board, who are to retire at the AGM to be held on 12 November 2019, but hold themselves available for election as directors, as designated, are:

• Mr FM Berkeley –Independent Non-executive Director (appointed 10 September 2019) • Mr JA van Wyk – Independent Non-executive Director (appointed 10 September 2019)

APPROVAL OF GROUP ANNUAL FINANCIAL STATEMENTSThe Group annual financial statements of Growthpoint Properties Limited, as described in the first paragraph of this statement, were approved by the Board of Directors on 10 September 2019 and are signed by:

LN Sasse JF MaraisGroup Chief Executive Officer ChairmanAuthorised Director Authorised Director

10 September 2019 10 September 2019Sandton Sandton

Growthpoint Properties Limited Group annual financial statements 30 June 201906

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2019Rm

2018Rm

Distributable earnings reconciliationRevenue, excluding straight-line lease income adjustment 11 388 10 976 Property-related expenses (2 626) (2 366)Impairment loss on trade receivables (9) –Other administrative and operating overheads (435) (437)Net interest and investment income (1 347) (1 670)

Finance income 119 145Dividends/interest received from equity-accounted investments 1 137 759Interest paid (3 123) (2 574)Derivatives (realised interest) 520 –

GWI dividend declared for FY18 (157) –GPRE dividend declared for FY18 (64) –Antecedent dividends 5 33 GWI dividend declared after year end, based on the reporting period earnings 282 157 GPRE dividend declared after year end, based on the reporting period earnings – 64 Non-controlling portion of distribution (excluding fair value adjustments) – GOZ (563) (513)Non-controlling portion of distribution (excluding fair value adjustments) – Healthcare (51) –Amortisation of incentives add back (GOZ FFO) 191 166 Distributable income from GOZ retained (including NCI’s portion) (100) (188)Profit on disposal of Roeland Street Investment 2 (Pty) Ltd 7 –Realised foreign exchange profit 27 46 Current normal taxation (118) (160)

Distributable earnings 6 430 6 108

Distributions Total dividend (Rm)Distributable earnings 6 430 6 108 Actual number of shares in issue 2 950 587 688 2 945 510 719Distribution per share 218.1 208.6

Interim taxable dividend (cents) 105.8 101.2 Final taxable dividend (cents) 112.3 107.4

Number of shares

2019 2018

Shares issued during the yearIssued ordinary shares at the beginning of year 2 970 981 288 2 888 462 582 Effect of shares issued – 82 518 706

Shares in issue at end of year 2 970 981 288 2 970 981 288 Effect of treasury shares held (20 393 600) (25 470 569)

Net shares in issue at end of year 2 950 587 688 2 945 510 719

Net asset value Net asset value is the value of the Group’s assets minus the value of the Group’s liabilities and reflects the Group’s net worth.

Tangible net asset value is the value of the Group’s assets minus the value of the Group’s liabilities and reflects the Group’s net worth, but excludes intangible assets and liabilities, such as the Group’s intangible assets and deferred tax liability.

2019Cents

2018Cents

Net asset value per share 2 539 2 556 Tangible net asset value per share 2 569 2 575

REIT ratiosFor the year ended 30 June 2019

07

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Net asset value per share is reconciled to tangible net asset value per share as follows:

2019Rm

2018Rm

Net asset value attributable to shareholders 74 908 75 273Add: Net effect of business acquisitions and other intangibles 896 565

Intangible assets (1 983) (2 279)Deferred tax liability 2 879 2 844

Tangible net asset value 75 804 75 838

Key reporting ratios Best practice recommendations were issued by the SA REIT Association (issued in January 2016, 1st edition) outlining the need to provide consistent presentation and disclosure of relevant ratios in the SA REIT sector. This will ensure information and definitions are clearly presented, enhancing comparability and consistency across the sector.

2019%

Group

2018%

Group

Property cost-to-income ratioGross 32.56 31.11Net 17.58 16.64Based on IFRS reported figures 23.06 21.56Property cost-to-income ratio is based on the total property-related expenses divided by the revenue, excluding straight-line lease income adjustments.

Operating cost-to-income ratioGross 3.82 4.17Net 3.82 3.98Based on IFRS reported figures 3.82 3.98

Operating cost-to-income ratio is based on the total operating expenses divided by the revenue, excluding straight-line lease income adjustments.

Total cost-to-income ratioGross 36.02 34.72Net 21.67 20.87Based on IFRS reported figures 26.88 25.54

Total cost-to-income ratio is based on the total expenses divided by the revenue, excluding straight-line lease income adjustments.

Interest cover ratio 3.81 3.65Interest cover ratio (excluding GOZ) 3.78 3.62

Interest cover ratio for Growthpoint is based on the operating profit excluding straight-line lease income adjustment plus the investment income from equity-accounted investments divided by the finance costs (including finance costs paid on derivatives), after deducting finance income from banks and long-term loans.

Loan to value ratio 36.43 35.17Loan to value ratio (excluding GOZ) 36.94 35.37

Loan to value ratio for Growthpoint is based on the nominal value of debt (net of cash), divided by the fair value of property assets. Property assets include investment property held for sale, equity-accounted investments and listed investments.

REIT ratios continued

Growthpoint Properties Limited Group annual financial statements 30 June 201908

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Report on the audit of the consolidated financial statementsOpinion We have audited the consolidated financial statements of Growthpoint Properties Limited (the Group) set out on pages 12 to 89, which comprise the statement of financial position as at 30 June 2019, and the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, the notes to the consolidated financial statements, the significant accounting policies and the property portfolio.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Growthpoint Properties Limited as at 30 June 2019, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa.

Basis for opinionWe conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the group in accordance with the sections 290 and 291 of the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (Revised January 2018), parts 1 and 3 of the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (Revised November 2018) (together the IRBA Codes) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities, as applicable, in accordance with the IRBA Codes and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Codes are consistent with the corresponding sections of the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) respectively. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of property assetsRefer to notes 7 and 22 in the notes to the financial statements, and the critical accounting estimates, assumptions and judgements and investment property accounting policy contained in the significant accounting polices section.

Independent auditor’s report

09

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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The key audit matter How the matter was addressed in our audit

Property assets are the Group’s most significant

assets and are measured at fair value.

Independent valuations are obtained on a

rotational basis, ensuring that every property is

valued at least once every three years by an

external independent valuer. The directors use

qualified internal valuers to value the remaining

properties annually on an open market basis.

The calculations are prepared by considering the

aggregate of the net annual rent receivable from

the properties and, where relevant, associated

costs, using the discounted cash flow method.

This method takes projected cash flows and

discounts them at rates which are consistent

with comparable market transactions. The

discount rates reflect the risks inherent in the net

cash flows and are constantly monitored by

reference to comparable market transactions.

Our audit focused on the valuation of property

assets due to its impact on the Group’s financial

statements and the significance of the judgments

involved in the determination of the fair value of

the property assets.

Our audit procedures performed included the following, among others:

In respect of the external independent valuations:•• We evaluated the appointment, competence, independence and experience of the external

independent valuers used and considered the extent of management influence over the external valuers.•• We evaluated the percentage of properties valued by external independent valuers in accordance

with group’s policy.•• We agreed the property values in the property portfolio to the underlying valuation reports

obtained from the external independent valuers.•• We compared the discount rates used in the property valuations against market benchmarks to

determine that they were within a reasonable range for the respective market, sector and property asset.

In respect of properties valued internally:•• We used our internal valuation specialists to assist in our assessment of the reasonableness of

the valuation methodologies and assumptions applied based on our knowledge of the industry and the markets in which the Group operates.•• We compared the discount rates used in the property valuations against market benchmarks to

determine that they were within a reasonable range for the respective market, sector and asset.

In respect of properties disposed of during the financial year, we compared the values realised to the previously reported fair values to assess the reasonability and historical accuracy of the valuation methods used.

We evaluated the adequacy and completeness of the disclosures made in the financial statements related to the valuation of property assets in accordance with IFRS 13.

Other information The directors are responsible for the other information. The other information comprises the information included in the document titled Group annual financial statements 30 June 2019, which includes the Certificate by Company Secretary, report of the Audit Committee and the directors’ report as required by the Companies Act of South Africa. The other information does not include the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Our opinion on the consolidated financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the consolidated financial statementsThe directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Independent auditor’s report continued

Growthpoint Properties Limited Group annual financial statements 30 June 201910

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Auditor’s responsibilities for the audit of the consolidated financial statementsOur objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design

and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirementsIn terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that KPMG Inc. has been the auditor of Growthpoint Properties Limited for 18 years.

KPMG Inc.Registered Auditor

Per GL de LangeChartered Accountant (SA)Registered AuditorDirector10 September 2019

KPMG Crescent85 Empire RoadParktown2193

11

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Notes2019

Rm2018

Rm

Revenue, excluding straight-line lease income adjustment 1 11 388 10 976 Straight-line lease income adjustment 7.2 166 (50)

Total revenue 11 554 10 926 Property-related expenses 2 (2 626) (2 366)Impairment loss on trade receivables (9) –

Net property income 8 919 8 560 Other administrative and operating overheads 3 (435) (437)

Operating profit 8 484 8 123 Equity-accounted investment profit – net of tax 8.1 1 170 1 470

Non-distributable income 33 711Dividends/interest received from equity-accounted investments 1 137 759

Fair value adjustments, capital items and other charges 4 870 1 407 Finance income 5.1 119 145 Finance expense 5.2 (3 123) (2 574)

Profit before taxation 7 520 8 571 Taxation 18 (153) (666)

Profit for the year 7 367 7 905 Other comprehensive income (net of tax)Items that may subsequently be reclassified to profit or lossTranslation of foreign operations (625) 241

Total comprehensive income for the year 6 742 8 146

Profit attributable to: 7 367 7 905 Owners of the company 6 321 6 663 Non-controlling interests 1 046 1 242

Total comprehensive income attributable to: 6 742 8 146 Owners of the company 5 958 6 803 Non-controlling interests 784 1 343

Cents Cents

Basic earnings per share 6.1 214.46 229.14Diluted earnings per share 6.1 213.68 228.00

Statement of profit or loss and other comprehensive incomeFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201912

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Notes2019

Rm2018

Rm

ASSETSCash and cash equivalents 882 2 320 Trade and other receivables 12 4 345 3 645 Investment property classified as held for sale 7.3 325 3 180 Property held for trading and development 7.4 455 131 Derivative assets 16.2 1 016 476 Listed investments 9.1 846 801 Fair value of property assets 116 229 109 046

Fair value of investment property for accounting purposes 7.1 113 565 106 543 Straight-line lease income adjustment 7.2 2 664 2 503

Long-term loans granted 11 76 370 Equity-accounted investments 8.1 15 515 15 096 Unlisted investments 9.2 96 –Equipment 10 12 Intangible assets 10 1 983 2 279

Total assets 141 778 137 356

LIABILITIES AND EQUITYLiabilitiesTrade and other payables 19 2 213 2 305 Derivative liabilities 16.2 1 132 741 Taxation payable 18 72 Interest-bearing borrowings 16 51 624 48 234 Deferred tax liability 18.2 2 879 2 844

Total liabilities 57 866 54 196 Shareholders’ interests 74 908 75 273

Share capital 14 47 217 47 092 Retained income 3 336 3 191 Other reserves 24 355 24 990

Non-controlling interest 15 9 004 7 887

Total liabilities and equity 141 778 137 356

Statement of financial positionAs at 30 June 2019

13

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Attributable to owners of the company Attributable to owners of the company

Non-distributable reserve (NDR) Non-distributable reserve (NDR)

Sharecapitalnet of

treasuryshares

Rm

Foreigncurrency

translationreserve

(FCTR)Rm

Amortisationof intangible

assets Rm

Bargainpurchase

Rm

Fair valueadjust-

ment oninvestment

property Rm

Otherfair value

adjust-ments and

non-distributable

itemsRm

Share-based

paymentsreserve

Rm

Reserveswith NCI

Rm

Fair valueadjustment

on listedinvestments

Rm

Totalother

reservesRm

Retainedearnings

(RE) Rm

Share-holders’ interest

Rm

Non-controlling

interest(NCI)

Rm

Totalequity

Rm

Balance at 30 June 2017 44 876 1 572 792 314 24 029 (2 429) 171 (12) (154) 24 283 2 886 72 045 6 709 78 754 Total comprehensive income

– Profit after taxation – – – – – – – – – – 6 663 6 663 1 242 7 905 – Other comprehensive income – 140 – – – – – – – 140 – 140 101 241

Transactions with owners recognised directly in equity:Contributions by and distributions to owners: Shares issued 2 155 – – – – – – – – – – 2 155 – 2 155 Transfer non-distributable items to NDR – – (71) – 1 007 (429) (40) – 63 530 (530) – – –Share-based payment transactions 61 – – – – – 34 – – 34 – 95 – 95 Dividends declared – – – – – – – – – – (5 828) (5 828) (513) (6 341)Changes in ownership interest: –Change of ownership – Healthcare – – – – – – – – – – – – 285 285 Rights issue and acquisitions – GOZ – 3 – – – – – – – 3 – 3 63 66

Balance at 30 June 2018 47 092 1 715 721 314 25 036 (2 858) 165 (12) (91) 24 990 3 191 75 273 7 887 83 160 Total comprehensive income

– Profit after taxation – – – – – – – – – – 6 321 6 321 1 046 7 367 – Other comprehensive income – (363) – – – – – – – (363) – (363) (262) (625)

Transactions with owners recognised directly in equity:Contributions by and distributions to owners: Transfer non-distributable items to NDR – – (81) – 1 035 (1 257) 72 – 49 (182) 182 – – –Share-based payment transactions 125 – – – – – (90) – – (90) – 35 – 35 Dividends declared – – – – – – – – – – (6 358) (6 358) (563) (6 921)Changes in ownership interest:Change of ownership – Healthcare – – – – – – – – – – – – 395 395 Rights issue and acquisitions – GOZ – – – – – – – – – – – – 501 501

Balance at 30 June 2019 47 217 1 352 640 314 26 071 (4 115) 147 (12) (42) 24 335 3 336 74 908 9 004 83 912

2019Cents

2018Cents

Dividend per share 218.1 208.6

Statement of changes in equityFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201914

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Attributable to owners of the company Attributable to owners of the company

Non-distributable reserve (NDR) Non-distributable reserve (NDR)

Sharecapitalnet of

treasuryshares

Rm

Foreigncurrency

translationreserve

(FCTR)Rm

Amortisationof intangible

assets Rm

Bargainpurchase

Rm

Fair valueadjust-

ment oninvestment

property Rm

Otherfair value

adjust-ments and

non-distributable

itemsRm

Share-based

paymentsreserve

Rm

Reserveswith NCI

Rm

Fair valueadjustment

on listedinvestments

Rm

Totalother

reservesRm

Retainedearnings

(RE) Rm

Share-holders’ interest

Rm

Non-controlling

interest(NCI)

Rm

Totalequity

Rm

Balance at 30 June 2017 44 876 1 572 792 314 24 029 (2 429) 171 (12) (154) 24 283 2 886 72 045 6 709 78 754 Total comprehensive income

– Profit after taxation – – – – – – – – – – 6 663 6 663 1 242 7 905 – Other comprehensive income – 140 – – – – – – – 140 – 140 101 241

Transactions with owners recognised directly in equity:Contributions by and distributions to owners: Shares issued 2 155 – – – – – – – – – – 2 155 – 2 155 Transfer non-distributable items to NDR – – (71) – 1 007 (429) (40) – 63 530 (530) – – –Share-based payment transactions 61 – – – – – 34 – – 34 – 95 – 95 Dividends declared – – – – – – – – – – (5 828) (5 828) (513) (6 341)Changes in ownership interest: –Change of ownership – Healthcare – – – – – – – – – – – – 285 285 Rights issue and acquisitions – GOZ – 3 – – – – – – – 3 – 3 63 66

Balance at 30 June 2018 47 092 1 715 721 314 25 036 (2 858) 165 (12) (91) 24 990 3 191 75 273 7 887 83 160 Total comprehensive income

– Profit after taxation – – – – – – – – – – 6 321 6 321 1 046 7 367 – Other comprehensive income – (363) – – – – – – – (363) – (363) (262) (625)

Transactions with owners recognised directly in equity:Contributions by and distributions to owners: Transfer non-distributable items to NDR – – (81) – 1 035 (1 257) 72 – 49 (182) 182 – – –Share-based payment transactions 125 – – – – – (90) – – (90) – 35 – 35 Dividends declared – – – – – – – – – – (6 358) (6 358) (563) (6 921)Changes in ownership interest:Change of ownership – Healthcare – – – – – – – – – – – – 395 395 Rights issue and acquisitions – GOZ – – – – – – – – – – – – 501 501

Balance at 30 June 2019 47 217 1 352 640 314 26 071 (4 115) 147 (12) (42) 24 335 3 336 74 908 9 004 83 912

2019Cents

2018Cents

Dividend per share 218.1 208.6

15

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Notes2019

Rm2018

Rm

Cash flows from operating activitiesCash received from tenants 10 855 11 098 Cash paid to suppliers and employees (2 479) (3 038)

Cash generated from operating activities 8 376 8 060 Interest paid (2 289) (2 574)Finance and other investment income 578 312 Taxation paid (172) (126)Investment in property held for trading and development 7.4 (336) –Disposal of property held for trading and development 7.4 301 –Distribution to shareholders (6 921) (6 341)

Net cash from operating activities (463) (669)

Cash flows from investing activitiesInvestments in: (7 636) (9 164)

Investment property (6 991) (4 109)Intangible assets (21) (16)Equity-accounted investments 8.1 (371) (4 147)Listed investment – (697)Unlisted investments 9.2 (110) –Long-term loans (99) (148)Capital costs incurred on business acquisitions (44) (47)

Proceeds from: 3 411 3 923 Disposal of investment property 7.1 501 1 958 Disposal of investment property held for sale 7.3 2 549 1 241 Equipment – 3 Repayment of long-term loans granted 361 499 Disposal of listed investment – 222

Net cash from investing activities (4 225) (5 241)

Cash flows from financing activitiesProceeds from: 15 025 20 572

Borrowings raised 16.1 14 129 18 008 Distribution re-investment – 2 216 Rights issues to non-controlling interest of GOZ 501 348 Change of ownership in Healthcare 395 –

Repayments of borrowings 16.1 (11 781) (13 186)

Net cash from financing activities 3 244 7 386

Effect of exchange rate changes on cash and cash equivalents 6 231

Movement in cash and cash equivalents (1 438) 1 707 Cash and cash equivalents at beginning of year 2 320 613

Cash and cash equivalents at end of year 882 2 320

Statement of cash flowsFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201916

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SEGMENT ANALYSIS The Group determines and presents operating segments based on the information that is provided internally to the Executive Management Committee (Exco), the Group’s operating decision-making forum. The Group comprises eight segments, namely Retail, Office, Industrial, Growthpoint Australia, V&A Waterfront, Central and Eastern Europe, Healthcare and Trading and Development. Healthcare and Trading and Development were added as new segments during the year, as the businesses are reported on separately. An operating segment’s operating results are reviewed regularly by Exco to make decisions about resources to be allocated to the segment and assess its performance, and for which separate financial information is available.

Segment Brief description of segment

Retail The Growthpoint retail portfolio consists of 49 properties, comprising shopping centres with the balance being vacant land zoned for retail or standalone single-tenanted properties. It includes regional, community, neighbourhood, speciality and small regional shopping centres as well as retail warehouses.

Office The Growthpoint office portfolio consists of 172 properties which includes high-rise and low-rise offices, office parks, office warehouses, as well as mixed-use properties comprising both office and retail.

Industrial The Growthpoint industrial portfolio consists of 219 properties which includes warehousing, industrial parks, retail warehousing, motor-related outlets, low and high grade industrial, high-tech industrial as well as mini, midi and maxi units.

Healthcare The Growthpoint Healthcare portfolio consists of four hospitals and one medical chamber building.

Trading and Development

The Growthpoint Trading and Development portfolio consists of five properties developed for third parties and will not exceed 5.0% of the value of the South African portfolio.

Growthpoint Australia

The GOZ portfolio consists of 57 properties which includes both industrial and office properties, all situated in Australia.

V&A Waterfront The V&A Waterfront is a 122 hectare mixed-use property development situated in and around the historic Victoria and Alfred Basin, which formed Cape Town’s original harbour. Its properties includes retail, office, fishing and industrial, hotel and residential as well as undeveloped bulk.

Central and Eastern Europe

The Central and Eastern Europe portfolio consists of 60 properties in Poland and Romania, mostly modern A-grade office properties, industrial properties as well as a residential property complex.

GEOGRAPHIC SEGMENTSIn addition to the main reportable segments, the Group also includes a geographical analysis of net property income, excluding straight-line lease income adjustment and investment property. The following geographic segments have been identified: • South Africa • Australia • V&A Waterfront • Central and Eastern Europe

Segmental analysisFor the year ended 30 June 2019

17

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Profit or loss and assets and liabilities disclosure

2019 2018

RetailRm

OfficeRm

IndustrialRm

Health-careRm

Tradingand

Develop-ment

Rm

TotalSouthAfrica

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Centraland

EasternEurope

RmTotal

RmRetail

RmOffice

RmIndustrial

Rm

TotalSouthAfrica

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Centraland

EasternEurope

RmTotal

Rm

Material profit or loss disclosuresRevenue excluding straight-line lease adjustment 3 341 3 510 1 461 240 75 8 627 2 761 11 388 920 1 044 13 352 3 244 3 779 1 420 8 443 2 533 10 976 813 207 11 996 Property-related expenses (905) (949) (327) (30) – (2 211) (424) (2 635) (263) (329) (3 227) (834) (848) (325) (2 007) (359) (2 366) (242) (76) (2 684)

Net property income 2 436 2 561 1 134 210 75 6 416 2 337 8 753 657 715 10 125 2 410 2 931 1 095 6 436 2 174 8 610 571 131 9 312 Other administrative and operating overheads (294) (141) (435) (29) (117) (581) (309) (128) (437) (30) (28) (495)Equity-accounted investment profit, net of tax 1 170 – 1 170 – – 1 170 711 – 711 – – 711 Fair value adjustment on investment property (426) (166) 159 227 – (206) 2 172 1 966 227 260 2 453 (439) 53 250 (136) 1 671 1 535 375 100 2 010Fair value adjustments (other than investment property) 3 (580) (577) – – (577) (120) (113) (233) – – (233)Capital items and other charges (341) (12) (353) – – (353) (190) 245 55 87 (4) 138 Finance and investment income 114 5 119 36 17 172 901 3 904 62 5 971 Finance expense (2 553) (570) (3 123) (21) (210) (3 354) (2 027) (547) (2 574) (24) (16) (2 614)

Consolidated profit before taxation 4 309 3 211 7 520 870 665 9 055 5 266 3 305 8 571 1 041 188 9 800

Assets Cash and cash equivalents 584 298 882 293 1 894 3 069 2 000 320 2 320 248 2 708 5 276Trade and other receivables 3 547 798 4 345 65 243 4 653 2 966 679 3 645 75 484 4 204Investment property classified as held for sale 164 105 56 – – 325 – 325 – – 325 – 2 187 340 2 527 653 3 180 – 3 180 Property held for trading and development – – – – 455 455 – 455 – – 455 – 131 – 131 – 131 – 131 Derivative assets 1 006 10 1 016 – 28 1 044 476 – 476 – 476 Listed investments – 846 846 – – 846 801 – 801 – 801 Fair value of property assets 29 681 31 591 13 626 2 626 – 77 524 38 705 116 229 9 567 12 788 138 584 29 878 33 134 13 094 76 106 32 940 109 046 9 141 11 564 129 751Long-term loans granted 76 – 76 – – 76 370 – 370 – – 370 Equity-accounted investments 15 515 – 15 515 – 276 15 791 15 096 – 15 096 – 40 15 136Unlisted investments 96 – 96 – – 96 Equipment 4 6 10 – – 10 3 9 12 – – 12 Intangible assets 1 983 – 1 983 – 59 2 042 2 279 – 2 279 – 57 2 336

Total assets 101 115 40 663 141 778 9 925 15 288 166 991 102 755 34 601 137 356 9 464 14 853 161 673

Liabilities Trade and other payables 1 743 470 2 213 145 62 2 420 1 665 640 2 305 188 249 2 742 Derivative liabilities 1 022 110 1 132 – 726 1 858 671 70 741 – – 741 Taxation payable – 18 18 – – 18 – 72 72 – – 72 Interest-bearing borrowings 36 055 15 569 51 624 165 6 225 58 014 35 699 12 535 48 234 170 6 594 54 998Deferred tax liability 2 879 – 2 879 – 556 3 435 2 838 6 2 844 – 538 3 382

Total liabilities 41 699 16 167 57 866 310 7 569 65 745 40 873 13 323 54 196 358 7 381 61 935

Segmental analysis continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201918

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Profit or loss and assets and liabilities disclosure

2019 2018

RetailRm

OfficeRm

IndustrialRm

Health-careRm

Tradingand

Develop-ment

Rm

TotalSouthAfrica

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Centraland

EasternEurope

RmTotal

RmRetail

RmOffice

RmIndustrial

Rm

TotalSouthAfrica

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Centraland

EasternEurope

RmTotal

Rm

Material profit or loss disclosuresRevenue excluding straight-line lease adjustment 3 341 3 510 1 461 240 75 8 627 2 761 11 388 920 1 044 13 352 3 244 3 779 1 420 8 443 2 533 10 976 813 207 11 996 Property-related expenses (905) (949) (327) (30) – (2 211) (424) (2 635) (263) (329) (3 227) (834) (848) (325) (2 007) (359) (2 366) (242) (76) (2 684)

Net property income 2 436 2 561 1 134 210 75 6 416 2 337 8 753 657 715 10 125 2 410 2 931 1 095 6 436 2 174 8 610 571 131 9 312 Other administrative and operating overheads (294) (141) (435) (29) (117) (581) (309) (128) (437) (30) (28) (495)Equity-accounted investment profit, net of tax 1 170 – 1 170 – – 1 170 711 – 711 – – 711 Fair value adjustment on investment property (426) (166) 159 227 – (206) 2 172 1 966 227 260 2 453 (439) 53 250 (136) 1 671 1 535 375 100 2 010Fair value adjustments (other than investment property) 3 (580) (577) – – (577) (120) (113) (233) – – (233)Capital items and other charges (341) (12) (353) – – (353) (190) 245 55 87 (4) 138 Finance and investment income 114 5 119 36 17 172 901 3 904 62 5 971 Finance expense (2 553) (570) (3 123) (21) (210) (3 354) (2 027) (547) (2 574) (24) (16) (2 614)

Consolidated profit before taxation 4 309 3 211 7 520 870 665 9 055 5 266 3 305 8 571 1 041 188 9 800

Assets Cash and cash equivalents 584 298 882 293 1 894 3 069 2 000 320 2 320 248 2 708 5 276Trade and other receivables 3 547 798 4 345 65 243 4 653 2 966 679 3 645 75 484 4 204Investment property classified as held for sale 164 105 56 – – 325 – 325 – – 325 – 2 187 340 2 527 653 3 180 – 3 180 Property held for trading and development – – – – 455 455 – 455 – – 455 – 131 – 131 – 131 – 131 Derivative assets 1 006 10 1 016 – 28 1 044 476 – 476 – 476 Listed investments – 846 846 – – 846 801 – 801 – 801 Fair value of property assets 29 681 31 591 13 626 2 626 – 77 524 38 705 116 229 9 567 12 788 138 584 29 878 33 134 13 094 76 106 32 940 109 046 9 141 11 564 129 751Long-term loans granted 76 – 76 – – 76 370 – 370 – – 370 Equity-accounted investments 15 515 – 15 515 – 276 15 791 15 096 – 15 096 – 40 15 136Unlisted investments 96 – 96 – – 96 Equipment 4 6 10 – – 10 3 9 12 – – 12 Intangible assets 1 983 – 1 983 – 59 2 042 2 279 – 2 279 – 57 2 336

Total assets 101 115 40 663 141 778 9 925 15 288 166 991 102 755 34 601 137 356 9 464 14 853 161 673

Liabilities Trade and other payables 1 743 470 2 213 145 62 2 420 1 665 640 2 305 188 249 2 742 Derivative liabilities 1 022 110 1 132 – 726 1 858 671 70 741 – – 741 Taxation payable – 18 18 – – 18 – 72 72 – – 72 Interest-bearing borrowings 36 055 15 569 51 624 165 6 225 58 014 35 699 12 535 48 234 170 6 594 54 998Deferred tax liability 2 879 – 2 879 – 556 3 435 2 838 6 2 844 – 538 3 382

Total liabilities 41 699 16 167 57 866 310 7 569 65 745 40 873 13 323 54 196 358 7 381 61 935

19

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Segmental analysis continuedFor the year ended 30 June 2019

● South Africa● Australia● V&A Waterfront● Central and Eastern Europe

Geographical split by revenue (%)

65

20

8

7

2019

● South Africa● Australia● V&A Waterfront● Central and Eastern Europe

Geographical split by revenue (%)

70

21

27

2018

● South Africa● Australia● V&A Waterfront● Central and Eastern Europe

Geographical split by net property income (%)

63

23

77

2019

● South Africa● Australia● V&A Waterfront● Central and Eastern Europe

69

24

16

2018

Geographical split by net property income (%)

● South Africa● Australia● V&A Waterfront● Central and Eastern Europe

Geographical split by fair value of property assets (%)

5628

9

7

2019

● South Africa● Australia● V&A Waterfront● Central and Eastern Europe

Geographical split by fair value of property assets (%)

59

25

9

7

2018

Growthpoint Properties Limited Group annual financial statements 30 June 201920

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2019Rm

2018Rm

1. REVENUERevenue from contracts with tenantsContracted rental income 9 555 9 396Contracted operating cost recoveries 727 673Assessment rates recovered 757 647Turnover rental 36 42Non-contractual revenueCasual parking 61 68Development fees earned 75 –Other income 154 125Property management income 23 25

11 388 10 976

2. PROPERTY-RELATED EXPENSESElectricity, water and other recoverable charges 6 (6)

Cost 1 611 1 516Recovery (1 605) (1 522)

Assessment rates 1 088 948Bad debts 10 18Cleaning 154 131Consulting fees 91 91Insurance 71 63Letting commissions 50 45Other property expenses 201 210Property management expenses 95 85Repairs and maintenance 244 228Salaries, bonuses and other employee-related costs 232 198Security 251 245Tenant installation costs 133 110

2 626 2 366

3. OTHER ADMINISTRATIVE AND OPERATING OVERHEADSAdministration costs 74 81Auditor’s remuneration 15 15

Audit fee 14 11Assurance fee 1 2Other non-audit services – 2

Directors’ fees 11 10Legal fees 5 1Other fund expenses 10 8Salaries, bonuses and other employee-related costs 320 322

435 437

Notes to the financial statementsFor the year ended 30 June 2019

21

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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2019Rm

2018Rm

4. FAIR VALUE ADJUSTMENTS, CAPITAL ITEMS AND OTHER CHARGES4.1 Fair value adjustments

Net investment property revaluation 1 634 1 635Gross investment property fair value adjustment 1 800 1 585Straight-line lease income adjustment (166) 50

Other gains or losses (411) (283)Interest-bearing borrowings (870) (76)Derivatives (62) (342)Derivatives (realised) (25) 31Derivatives (realised interest) 520 –Fair value of listed and unlisted investments 58 104Long-term loans granted (32) –

1 223 1 352

4.2 Capital itemsProfit on the sale of capital assets 1 245Capital costs incurred on business acquisitions (44) (47)Bargain purchase 5 9

(38) 207

4.3 Non-cash chargesAmortisation of intangible assets (99) (99)Decrease/(increase) in staff incentive scheme cost 2 (33)Impairment of assets (218) (20)

(315) (152)

Total fair value adjustments, capital items and other charges 870 1 407

5. NET FINANCE EXPENSE5.1 Finance income

Effective interest methodBanks 100 45Designated at fair value through profit or loss (FVTPL) on initial recognitionLong-term loans 19 46Other – 54

Total finance income 119 145

5.2 Finance expenseDesignated at FVTPL on initial recognitionInterest paid on financial liabilities 3 358 2 832Less: Borrowing cost capitalised to investment property developments (at prime less 0.5%) (235) (258)

Total finance expense 3 123 2 574

Notes to the financial statements continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201922

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6. BASIC AND HEADLINE EARNINGS PER SHARE6.1 Summary of earnings per share (EPS), headline earnings per share (HEPS) and dividends per share (DPS)

Earnings attributableWeighted averagenumber of shares Cents per share

2019Rm

2018Rm 2019 2018 2019 2018

Total operationsEPS • Basic 6 321 6 663 2 947 452 108 2 907 848 590 214.46 229.14EPS • Diluted 6 321 6 663 2 958 213 718 2 922 418 193 213.68 228.00HEPS • Basic 4 660 4 648 2 947 452 108 2 907 848 590 158.10 159.84HEPS • Diluted 4 660 4 648 2 958 213 718 2 922 418 193 157.53 159.05

Earnings attributable Actual number of shares Cents per share

2019Rm

2018Rm 2019 2018 2019 2018

DPS 6 430 6 108 2 950 587 688 2 945 510 719 218.10 208.60

6.2 Reconciliation between basic earnings, diluted earnings and headline earnings

Gross Total

2019Rm

2018Rm

2019Rm

2018Rm

Profit for the year 6 321 6 663Impairment of goodwill 870* 1 407* 218 –Bargain purchase 870* 1 407* (5) (9)Fair value adjustments on investment property 870* 1 407* (1 874) (2 006)

Fair value adjustment: Net of straight-lining lease adjustment (1 426) (1 290)NCI portion of fair value adjustments (448) (716)

Headline basic and diluted earnings 4 660 4 648

6.3 Reconciliation of weighted average number of sharesWeighted number of shares

2019 2018

Weighted average number of shares 2 947 452 108 2 907 848 590Number of shares as at 1 July 2 970 981 288 2 888 462 582Shares issued during the year – 46 324 588Effect of treasury shares held (23 529 180) (26 938 580)

Effect of share options in issue 10 761 610 14 569 603

Diluted average number of shares 2 958 213 718 2 922 418 193

* Both the bargain purchase and fair value adjustment on investment property are included in the “fair value adjustment, capital items and other charges” line item on the face of the statement of profit or loss and other comprehensive income.

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2019Rm

2018Rm

7. PROPERTY ASSETS7.1 Fair value of property assets

Opening fair value of property assets 109 046 108 201Additions at cost

Acquisitions 3 750 1 857Developments 2 412 1 391

Capital expenditure 824 861Disposal at fair value (501) (1 958)Transferred to investment property classified as held for sale (325) (3 180)Transferred to property held for trading and development (289) (131)Transferred from investment property classified as held for sale 658 –Foreign exchange (loss)/gain (1 124) 420Gross fair value adjustment on investment property 1 778 1 585Less: Straight-line lease income adjustment (2 664) (2 503)

Fair value of investment property for accounting purposes 113 565 106 543Straight-line lease income adjustment 2 664 2 503

Closing fair value of property assets 116 229 109 046Cost 93 322 87 250Cumulative fair value surplus 22 907 21 796

7.2 Straight-line lease income adjustmentOpening balance 2 503 2 560Arising during the year 166 (50)Foreign exchange loss (5) (7)

Closing balance 2 664 2 503

7.3 Investment property classified as held for saleOpening fair value of property assets 3 180 1 241Transferred from investment property 325 3 180Transferred to investment property (658) –Additions at cost – capital expenditure 5 –Gross fair value adjustment on investment property classified as held for sale 22 –Disposal at fair value (2 549) (1 241)

Closing fair value of property assets 325 3 180Cost 379 2 213Cumulative fair value surplus (54) 1 057

The investment property classified as property held for sale are properties that the directors have decided will be recovered through sale rather than through use and meets the requirements as per the accounting standards. The opening balance relates to 10 South African properties, one in the office sector and nine in the industrial sector as well as two properties in Australia. In the current year, the South African investment properties were disposed of for R2 549m (FY18: R1 211m).

Sales agreements have been entered into for a further seven South African properties, two in the office sector, three in the industrial sector and two in the retail sector with a fair value of R325m. No Australian properties were classified as held for sale as at FY19.

Notes to the financial statements continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201924

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2019Rm

2018Rm

7. PROPERTY ASSETS (continued)7.4 Property held for trading and development

Opening fair value of property assets 131 –Additions at cost – capital expenditure 336 –Transferred from investment property 289 131Disposal at fair value (301) –

Closing value of property assets 455 131

The property classified as held for trading and development are properties that the directors have acquired to be sold as part of the trading and development strategy.

The properties include two properties in the office sector valued at R131m, one property in the retail sector of R57m, one property in the industrial sector of R102m and one hospital development valued at R165m.

7.5 Capital commitments and guarantees

2019 2018

Within12 months

Rm

More than12 months

RmTotal

Rm

Within12 months

Rm

More than12 months

RmTotal

Rm

Capital commitments 1 636 960 2 596 1 598 2 184 3 782South Africa 1 519 – 1 519 1 488 112 1 600GOZ – 960 960 – 2 072 2 072V&A Waterfront 117 – 117 110 – 110

Growthpoint has a remaining commitment of USD40.9m (R577.7m) to subscribe for shares in Growthpoint Investec African Properties Limited.

7.6 Minimum contracted rentalMinimum contracted rental incomeThe Group leases a number of retail, office and industrial properties under operating leases. Leases typically run for a period of three to five years for the South African portfolio. The leases for GOZ, on average, run for a period of eight to 10 years.

Undiscounted contracted rental amounts receivable at year end

Less thanone year

Rm

Between oneand five years

Rm

More thanfive years

Rm

South Africa 7 126 15 735 7 401Australia (GOZ) 2 470 7 151 2 807

9 596 22 886 10 208

Minimum contracted rental expenseThe Group is party to leasing contracts as the lessee with numerous properties under operating leases. Included in the minimum contracted rental expenses are obligations payable in Australia relating to 10 land leases for buildings owned by GOZ. These land leases generally expire in 2047 and 2048 and are common in the Australian property industry. Future land lease payments in Australia are contingent on a number of variable factors, such as whether the building is tenanted or not and market rent reviews.

Undiscounted contracted rental amounts payable at year end

Less thanone year

Rm

Between oneand five years

Rm

More thanfive years

Rm

South Africa 10 39 558Australia (GOZ) 37 72 –

47 111 558

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Growthpoint Properties Limited Group annual financial statements 30 June 2019

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8. EQUITY-ACCOUNTED INVESTMENTSThe Group has equity-accounted investments in the V&A Waterfront and GWI. In April, Growthpoint exchanged its shares in GPRE for shares in GWI and invested a further EUR15m bringing our holding in GWI to 29.8%. GWI now holds 99.6% of GPRE and is in the process of delisting it from the Warsaw Stock Exchange, post the expropriation of the remaining minorities. The V&A Waterfront is the owner of the developed and undeveloped land, which is held to earn rental income and for capital appreciation.

Globalworth is a London Stock Exchange (AIM)-listed real estate company that focuses primarily on the commercial real estate market in Romania and Poland.

The financial year end of the V&A Waterfront is 31 March while Globalworth and GPRE is 31 December. The financial information as at 30 June is however used in applying the equity method.

8.1 Reconciliation of equity-accounted investments

2019Rm

2018Rm

Opening balance 15 096 9 920Share in equity-accounted results 33 696Acquisition of equity accounted interest 371 4 147Bargain purchase 5 9Reversal of impairment 15 –Foreign currency translation (5) 324

Closing balance 15 515 15 096

Profit from equity-accounted investments 33 711

8.2 Summarised financial information for material joint ventures and associates

V&AWaterfront

Joint ventureGlobalworth

Associate

2019Rm

2018Rm

2019Rm

2018Rm

Primary place of business South Africa South AfricaRomania

and PolandRomania

and PolandProportion of ownership interest 50.0% 50.0% 29.8% 26.9%

Fair value of investmentNo quoted

market priceNo quoted

market price EUR8.90 EUR9.40

Statement of financial positionASSETSNon-current assetsClosing fair value of property assets 19 134 18 281 42 871 33 492Other assets 713 772 1 215 1 125Current assetsOther current assets (excluding cash and cash equivalents) 130 150 816 675Cash and cash equivalents 585 496 6 349 8 224

Total assets 20 562 19 699 51 251 43 516

Notes to the financial statements continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201926

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8. EQUITY-ACCOUNTED INVESTMENTS (continued)8.2 Summarised financial information for material joint ventures and associates (continued)

V&AWaterfront

Joint ventureGlobalworth

Associate

2019Rm

2018Rm

2019Rm

2018Rm

EQUITY AND LIABILITIESEquityOwners’ equity 5 166 5 097 25 859 17 455Shareholders’ debentures 10 000 10 000 – –

Total shareholders’/unitholders’ interest 15 166 15 097 25 859 17 455Non-controlling interest 9 27 19 3 519

Total equity 15 175 15 124 25 878 20 974Non-current liabilitiesNon-current financial liabilities (excluding trade and other payables and provisions) 330 339 20 868 21 642Deferred tax liability 322 – 1 865 –Current liabilitiesTrade and other payables (including current loan account with Growthpoint) 4 395 3 814 1 116 580Financial liabilities (excluding trade and other payables and provisions) 50 47 1 315 179Other current liabilities 290 375 209 141

Total equity and liabilities 20 562 19 699 51 251 43 516

Growthpoint’s share in total shareholders’/ unitholders’ interest 7 583 7 549 7 714 4 695

Statement of comprehensive incomeTotal revenue 1 816 1 611 3 501 1 197Property-related expenses (525) (484) (1 102) (405)

Net property income 1 291 1 127 2 399 792Fair value adjustments, capital items and other charges 477 922 872 576Finance and other investment income 72 123 57 22Finance expense (42) (48) (703) (314)Other administrative and operating overheads (58) (60) (391) (96)

Profit from continued operations 1 740 2 064 2 234 980Taxation (322) – (320) (116)

Post-tax profit from continued operations 1 418 2 064 1 914 864Other comprehensive income – – – –

Total comprehensive income 1 418 2 064 1 914 864Non-controlling interest (2) (3) (96) –

Equity-accounted profit before interest paid to shareholders/unitholders 1 416 2 061 1 818 864Interest paid to shareholders/unitholders (1 285) (1 183) – –

Total equity-accounted profit 131 878 1 818 864

Growthpoint’s share in equity-accounted interest 66 439 544 251

Interest received by Growthpoint 642 592 – –

Dividends received by Growthpoint 35 – 447 136

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8. EQUITY-ACCOUNTED INVESTMENTS (continued)8.3 Summarised financial information for non-material joint ventures

2019Rm

2018Rm

Profit from continued operations 9 17Post-tax profit from continued operations 9 17Other comprehensive income – –Total comprehensive income 9 17

9. INVESTMENTS9.1 Listed investment

Carrying value – opening balance 801 226Acquisitions – 681Disposals (4) (222)Gain from fair value adjustments and translation of foreign operations 49 116

Carrying value at 30 June 2019 846 801

The listed investments relate to the following entities:EntityStenham European Shopping Centre Fund – 4APN Industria REIT (ADI) 846 797

Carrying value at 30 June 2019 846 801

9.2 Unlisted investmentCarrying value – opening balance – –Acquisitions 110 –Fair value adjustment (14) –

Carrying value at 30 June 2019 96 –

During the year, Growthpoint participated in the restructuring of Edcon Limited by providing it with an equity injection of R110m, in return for an equity stake. Growthpoint was among the landlords approached in December 2018 to consider a rental reduction for retail space leased to Edcon brands. Given that Growthpoint’s business model is based on contractual leases that provide a steady stream of annuity income, Growthpoint did not want to compromise this by agreeing to the request for a rental reduction.

A fair value loss of R13.8m was recognised during the current year.

10. INTANGIBLE ASSETS

GoodwillRm

Rights tomanage

propertyRm

SoftwareRm

TotalRm

Cost 3 426 1 513 37 4 976Opening balance 3 426 1 513 16 4 955Additions during the year – software development – – 21 21

Accumulated amortisation and impairment losses (1 776) (1 217) – (2 993)Opening balance (1 558) (1 118) – (2 676)Amortisation for the year – (99) – (99)Impairment for the year (218) – – (218)

Carrying value at 30 June 2019 1 650 296 37 1 983

Cost 3 426 1 513 16 4 955Opening balance 3 426 1 513 – 4 939Additions during the year – software development – – 16 16

Accumulated amortisation and impairment losses (1 558) (1 118) – (2 676)Opening balance (1 558) (1 019) – (2 577)Amortisation for the year – (99) – (99)

Carrying value at 30 June 2018 1 868 395 16 2 279

Notes to the financial statements continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201928

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10. INTANGIBLE ASSETS (continued)

Carrying amount of goodwill allocated to the different cash-generating units are as follows:

Initialgoodwill

Rm

Accumulatedimpairment

lossrecognised

Rm

Goodwill2019

Rm

Retail (note 10.1) 1 815 (1 167) 648Office (note 10.1) 1 087 (569) 518Industrial (note 10.1) 76 (40) 36Growthpoint Management Services (note 10.2) 448 – 448

Carrying value at 30 June 2019 3 426 (1 776) 1 650

10.1 Goodwill acquired as part of the Acucap business combinationAcucap Properties Limited carried on the business of a property holding company through the ownership of investment properties by its wholly owned subsidiaries. Acucap had three cash-generating units: retail, office and industrial. Goodwill was allocated for impairment testing purposes to these individual cash-generating units (CGUs). Acucap’s retail, office and industrial sectors are not reported on separately.

The recoverable amounts of all these CGUs were based on fair value less costs of disposal, estimated using the average difference between the net asset value and the market capitalisation of Growthpoint over a period of five years. This indicates that a third party will be prepared to pay a premium over the net asset value for Growthpoint shares. The future expectations of the CGUs were considered by estimating the premium a third party is prepared to pay for Growthpoint’s own shares as the properties form part of the Growthpoint portfolio. Growthpoint’s net asset value and share price have been considered to provide an indication of how the portfolio is expected to perform in the future. The fair value measurement was categorised as a level 3 fair value based on the inputs in the valuation techniques used.

The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represent the quoted share price of Growthpoint at 30 June from FY15 until FY19, as well as the net asset value per share per the published results of the Group.

FY15 FY16 FY17 FY18 FY19

Growthpoint (share price in cents) 2 646 2 568 2 448 2 669 2 428Growthpoint (net asset value per share in cents) 2 328 2 474 2 517 2 566 2 539

Growthpoint (market capitalisation versus net asset value) (%) 13.66 3.80 (2.74) 4.01 (4.37)

The average net asset value versus market capitalisation for the Group for the previous five years (i.e. 2.87%) was used in the calculation of the fair value less costs of disposal of the CGUs. The difference between the recoverable amount and carrying amount including allocated goodwill were calculated as follows:

2019Rm

2018Rm

Retail – 118Office 225 649Industrial 260 406

485 1 173

An impairment loss of R218m has been recognised in Retail during the current year, as the recoverable amount did not exceed the carrying amount.

10.2 Goodwill acquired – Growthpoint Management ServicesFor the purpose of impairment testing, goodwill, other than goodwill relating to the acquisition of Acucap, is allocated to the Group’s historical management services entity. This represents the property administration and management business within the Group where goodwill allocated is monitored for internal management purposes.

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10. INTANGIBLE ASSETS (continued)10.2 Goodwill acquired – Growthpoint Management Services (continued)

The recoverable amount of the cash-generating unit was based on its value in use. It was determined that the recoverable amount was higher than the carrying amount and therefore no impairment loss was recognised. The recoverable amount was calculated by discounting the future cash flows generated from the continuing use of the unit and was based on past experience and the following key assumptions:(a) The management contract will continue on similar terms to the agreement that was in place before the acquisition

transaction, which had the following terms: • Asset management fee was calculated at 0.50% of the enterprise value • Enterprise value was measured by taking the sum of the market value of external debt plus market capitalisation

(b) Letting commission on new deals was calculated at 100% of market-related tariffs while letting commission on renewals was calculated at 50% of market-related tariffs

(c) Collection fees range from 1% to 4% of cash collected on a property-by-property basis(d) Salaries are in respect of functions that relate to property management(e) Operating expenditure was based on discussions with the previous property managers and after consideration of historic

costs, which included rental of premises, IT systems and support, marketing and other expenses necessary for operating a listed company

(f) A discount rate of 10% (FY18: 10%) was applied in determining the recoverable amount of the unit. The discount rate was estimated based on the Group’s weighted average cost of debt. There are no expected significant changes to the assumptions. The discounted cash flow was performed over the weighted average lease period (years) as at 30 June 2019 of 3.2 years.

The difference between the recoverable amount and carrying amount including allocated goodwill were calculated as follows:

2019Rm

2018Rm

Growthpoint Management Services 904 1 082

904 1 082

11. LONG-TERM LOANS GRANTEDSummary of loan balancesAmount advanced/repaid 5 270

Opening balance 270 653Advanced during the year 72 77Repaid during the year (337) (460)

Accrued interest 124 123Opening balance 123 91Settled during the year (24) (39)Arising during the year 25 71

Nominal value of long-term loans 129 393Fair value and equity-accounted adjustment (53) (23)

Fair value of long-term loans 76 370

Portion repayable within the next 12 months 6 18Portion repayable after the next 12 months 70 352

The long-term loans granted were advanced to the following entities:

Entity Interest rate Latest repayment date2019

Rm2018

Rm

Acucap Unit Purchase Scheme 6.19% to 9.8% Tuesday, 17 January 2023 18 22Workshop 17 Prime to prime +1.60% Monday, 1 October 2029 53 35Roeland Street Investment 2 (Pty) Ltd

Prime Repaid – 306

Immaterial loans advanced Prime to prime +2% Tuesday, 30 November 2027 5 7

76 370

Notes to the financial statements continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201930

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11. LONG-TERM LOANS GRANTED (continued)

Significant terms and conditions

Acucap Unit Purchase Scheme

• Acucap linked units were issued on loan account to Acucap employees as part of a purchase scheme

• The employees carry the risk of non-performance and have no restrictions placed upon them • As a result of the business combination, the former Acucap employees received Growthpoint

shares in the same ratio as the other shareholders for each Acucap share held

Workshop 17 • The loans were used for the establishment of the collaborative work space on the sites and the

additional drawdowns are used for working capital requirements until such sites are self- sustainable

12. TRADE AND OTHER RECEIVABLES

2019Rm

2018Rm

Rental debtors 81 76Loss allowance (37) (28)Prepaid expenses 80 82Deferred expenditure (including letting commissions and tenant installations) 1 196 809Sundry debtors 535 389Loans to joint ventures 2 208 1 906Accrued recoveries 282 378Distribution receivable from equity-accounted investments – 33

4 345 3 645

Credit and market risks, and impairment lossesInformation about the Group’s exposure to credit and market risks, and impairment losses for trade receivables is included in note 23.1.

13. ORDINARY SHARE CAPITALNumber of shares Amount

2019 20182019

Rm2018

Rm

AuthorisedOrdinary shares with no par value 5 000 000 000 4 000 000 000

Issued and fully paid upOrdinary sharesIssued at the beginning of the year 2 970 981 288 2 888 462 582 47 617 45 462Issued during the year – 82 518 706 – 2 155

In issue at the end of the year 2 970 981 288 2 970 981 288 47 617 47 617

14. TREASURY SHARESOpening balance 25 470 569 27 759 987 525 586Acquired during the year – 2 038 054 – 22Vested/exercised during the year (5 076 969) (4 327 472) (125) (83)

Closing balance 20 393 600 25 470 569 400 525

Net share capital 47 217 47 092

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15. NON-CONTROLLING INTERESTExtracts from financial information for material non-controlling interest

GOZ Healthcare

2019Rm

2018Rm

2019Rm

2018Rm

Primary place of business Australia Australia South Africa South AfricaProportion of ownership interest (%) 66.0 65.5 72.9 88.4Statement of financial positionNon-current assets 39 551 32 940 2 626 2 469Non-current liabilities (15 679) (12 605) (1 145) (1 558)

Total non-current net assets 23 872 20 335 1 481 911

Current assets 1 102 1 661 123 37Current liabilities (494) (718) (133) (7)

Total current net assets 608 943 (10) 30

Net assets 24 480 21 278 1 471 941

Net assets attributable to NCIs 8 254 7 578 750 309

Statement of profit or loss and other comprehensive incomeRevenue, excluding straight-line lease income adjustment 2 761 2 533 240 223Profit after taxation from continuing operations 3 198 (3 151) 232 241Other comprehensive income (625) 241 – –Total comprehensive income 2 573 3 392 232 241Dividends paid to non-controlling interest (563) (513) (23) –

Statement of cash flowsCash flows from operating activities 1 375 1 381 99 (2)Cash flows from investing activities (3 846) 636 (16) (22)Cash flows from financing activities 2 462 (2 013) (15) 45Translation effect on cash and cash equivalents of foreign operations (13) 1 – –

Net movement in cash and cash equivalents (22) 5 68 21

The information above is the amount before intercompany eliminations and has been adjusted for fair value adjustments on acquisition and difference in the Group’s accounting policies.

2019Rm

2018Rm

Total net assets attributable to NCIs 9 004 7 887

Notes to the financial statements continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201932

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16. FINANCIAL LIABILITIES

Summary of total financial liabilities2019

Rm2018

Rm

Interest-bearing borrowings nominal amount 49 466 47 385Accrued interest on interest-bearing borrowings 654 351Fair value adjustment on interest-bearing borrowings 1 504 498

Fair value of interest-bearing borrowings 51 624 48 234Derivatives 1 132 713Accrued interest derivatives – 28

52 756 48 975

16.1 Long-term borrowingsGrowthpoint has the following long-term loans outstanding at year end:Secured variable rate loans by investment property 22 322 21 047

South Africa 14 607 15 507Australia 7 715 5 540

Unsecured variable rate loans 13 656 12 800Secured fixed rate loans by investment property 7 038 7 235

South Africa 528 542Australia 6 510 6 693

Unsecured fixed rate loans 470 470USD denominated Eurobonds 5 980 5 833Accrued interest 654 351Fair value adjustments 1 504 498

51 624 48 234

Reconciliation of long-term borrowingsOpening balance 48 234 42 568Proceeds from borrowings raised 14 129 18 008Repayment of borrowings (11 781) (13 186)Accrued interest 303 351Fair value adjustments 1 006 379Foreign exchange differences (267) 114

Closing balance 51 624 48 234

Portion repayable within the next 12 months 3 663 3 746Portion repayable after the next 12 months 47 961 44 488

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16. FINANCIAL LIABILITIES (continued)16.1 Long-term borrowings (continued)

Interest rateLatest repayment dates

Significant terms and conditions

Secured variable rate borrowings – South Africa JIBAR +0.75% to JIBAR +2.00%; Prime -1.45%

June 2029 • All the above loans were utilised to purchase properties or to invest in shares of property-owning entities

• Nearly all loans have a bullet repayment profile

• Due to the nature of a REIT, the loans will typically be re-financed with new funding at expiry

• The secured loans are secured with mortgage bonds registered over properties

Secured variable rate borrowings – EUR EURIBOR +1.87% December 2021

Secured variable rate borrowings – Australia BBSW +1.10% to BBSW +2.222%

May 2029

Unsecured variable rate borrowings – South Africa JIBAR +0.45% to JIBAR +2.00%; Prime -2.50%; CPI Linked 4.15%

June 2029

Secured fixed rate borrowings – South Africa 9.90% to 10.30% January 2022

Unsecured fixed rate borrowings – South Africa 9.78% to 10.15% April 2024

Secured fixed rate borrowings – Australia 4.39% to 5.46% June 2029

Unsecured fixed rate borrowings – USD bond 5.87% May 2023

16.2 Derivatives

2019Rm

2018Rm

Derivative assetsForward exchange derivatives 112 31Interest rate derivatives 13 362

Cross-currency interest rate derivatives 891 83

1 016 476

Derivative liabilitiesForward exchange derivatives 10 15Interest rate derivatives 742 342Cross-currency interest rate derivatives 380 356Accrued interest – 28

1 132 741

Derivative Risk mitigation

Forward exchange derivative

The Group enters into forward exchange derivatives to manage its exposure to foreign exchange risk by forward selling foreign currency at predetermined prices.

Interest rate derivative The Group enters into derivative financial instruments to manage its exposure to interest rates by fixing floating interest rates on loans.

Cross-currency interest rate derivative

Rand/USD denominated loans are obtained for certain foreign acquisitions and the Group then enters into cross-currency interest rate derivatives to swap the Rand/USD loan for a foreign currency.

Notes to the financial statements continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201934

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17. EMPLOYEE BENEFITS17.1 Equity-settled share-based payments

Total

2019Rm

2018Rm

Opening balance 165 171Expense recognised for equity-settled share-based payment plan

Personnel expense 23 6Asset management cost and directors’ fees 55 38Non-cash charge (2) 33

Units exercised (94) (83)

Closing balance 147 165Zero strike price share scheme 67 64Retention share scheme 76 101LTI share scheme 4 –

Zero strike price share schemeShare incentive schemes were introduced for employees who were employed after the management buy-in transaction, as well as a scheme to replace the initial scheme after the last vesting in September 2011. The shares allocated vest with the beneficiaries over a period of five years, in tranches of 0% in year one and 25% per year thereafter.

The share awards granted to employees have been valued using an option valuation model, based on the market price of Growthpoint’s shares at measurement date, adjusted for the distributions not receivable by employees before the vesting date.

Retention share schemeIt was essential for Growthpoint to ensure the retention of its key staff and the alignment of management’s interests with that of Growthpoint shareholders. To meet the retention objective, Growthpoint has implemented an option award under its existing scheme rules that offers participants retention value from the award date and provides a strong alignment with the interests of shareholders over a relatively long period.

Growthpoint issued reducing strike price options for the retention of key staff. Each option gives the option holder the right to acquire one Growthpoint share at the reducing strike price at the vesting date.

Each option’s strike price will, on a material basis, be adjusted by: • increasing the strike price by 8.25% per annum compounding on each distribution payment date • decreasing the strike price by the actual distribution per share.

The options simulate a share purchase scheme that is funded by 50% debt.

These options vest over the remainder of the five years as follows: • Year 1: 0% • Years 2 and 3: 10% • Years 4 to 6: 20% • Years 7 and 8: 10%

The share awards granted to employees have been valued using an option valuation model, based on 50% of the 30-day VWAP market price of Growthpoint’s shares at measurement date, adjusted for the distributions not receivable by employees before the vesting date.

LTI share schemeDuring the year, a new long-term incentive scheme was introduced for executives. The retention scheme will phase out over time as this new scheme will phase in. The LTI share scheme gives executives conditional rights to shares. It has a forward measurement period of three years and awards are settled in shares. The first award was made in FY19 and was based on the award percentage, which is 75% of total fixed remuneration (TFR), and expressed as a number of Growthpoint shares based on a 90-day VWAP calculated on an ex-distribution basis, on grant date.

A Group long-term incentive scheme scorecard governs the vesting of the performance units – this is the same for all participants and is measured over a three-year performance period. All performance scorecards have measures, weightings for the measures, and threshold, target and stretch levels of required performance.

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17. EMPLOYEE BENEFITS (continued)17.1 Equity-settled share-based payments (continued)

LTI scheme (continued)

The LTI vesting percentage will be subject to the following new performance measures from FY19 with the first vesting in FY21: Financial – 90% of LTI • 30% absolute total return (TR), measured against Growthpoint’s weighted average cost of capital (WACC) calculated as the

average risk-free rate over three years, plus 3% • 30% relative TR measured against peers in the adjusted SA REIT Index • 30% relative total shareholder return (TSR), measured against peers in the adjusted SA REIT Index.

Non-financial – 10% of LTI • Customer satisfaction index – 3.33% • Transformation achievements measured against the Board-approved transformation strategy and against the internal

target on B-BBEE scorecard – 3.33% • Sustainability relative to utility efficiency – 3.33%.

Absolute TRAbsolute TR will be scored relative to WACC per above. A 1% delta, both up and down, will determine the modifier for absolute TR as follows:

• If absolute TR is more than 1% below the WACC, then performance is below threshold and the modifier is 0% • If absolute TR is less than 1% below the WACC, then performance is between threshold and target, and the modifier will

be linear interpolated between 50% and 100% • If absolute TR is equal to the WACC, then performance is on target and the modifier is 100% • If absolute TR is up to 1% above the WACC, then performance is between target and stretch and the modifier will be linear

interpolated between 100% and 150% • If absolute more than 1% above the WACC, then performance is at stretch and the modifier will be capped at 150%.

Relative TR TR and TSR relative to the peers in the adjusted SAREIT Index will be market cap weighted, including Growthpoint capped at 15%, over a 36-month rolling period and will be ranked according to quartiles as follows:

• If Growthpoint’s rank is less than 25%, i.e. in first quartile, then the modifier will be 0% • If Growthpoint’s rank is between 25% and 50%, i.e. in second quartile, then the modifier will be linear interpolated between

50% and 100% • If Growthpoint’s rank is equal to 50% or at the median, then the modifier will be 100% • If Growthpoint’s rank is between 50% and 75%, i.e. in the third quartile, then the modifier will be linear interpolated

between 100% and 150% • Rankings above 75%, i.e. in the fourth quartile, will be capped at a modifier of 150%.

The vesting percentage will be multiplied by the number of shares which constituted the award. To determine the value, the resulting number of shares will be multiplied by the then current (September 2021) share price based on a 90-day VWAP (ex dividend). The aggregate maximum number of options/shares that may be awarded to participants over the duration of the GSIS is currently 75m, representing around 2.5% of the issued shares of the company. The addition of the new LTI and the timing of the vestings will not result in further dilution. In the case of termination of employment, the GSIS provides for forfeiture of all unvested options. In certain instances, at the discretion of the committee, pro rata future vesting may be allowed (for instance in the case of retirement and death in service).

17.2 Inputs for fair value measurement

Zero strike price scheme Retention scheme LTI scheme

2019 2018 2019 2018 2019

Maximum term (years) 5 5 8 8 3Weighted average expected life (years) 3 3 3 3 2Expected dividend growth rate (%) 4.5 6.0 4.5 6.0 4.5Discount rate Swap curve Swap curve Swap curve Swap curve Risk-free

curveInterest rate on strike price (%) 8.25 8.25Fair value of options granted (R) 15.24 – 24.30 15.24 – 23.81 10.85 – 12.02 10.85 – 12.02 16.64Share price at grant date (R) 23.99 – 28.66 23.99 – 28.66 22.85 – 27.12 22.85 – 27.12 23.21Reducing strike price at grant date (R) 11.43 – 13.43 11.43 – 13.43Annual historic volatility 19.53%

Notes to the financial statements continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201936

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17. EMPLOYEE BENEFITS (continued)17.2 Inputs for fair value measurement (continued)

Zero strike price share schemeThe probability of staff leaving was estimated as 5% in the first year and an additional 10% in subsequent years.

Retention share schemeThe probability of staff leaving was estimated at 5% in the first year and an additional 5% in every second subsequent year.

LTI share schemeThe probability of staff leaving was estimated at 2.5%.

Management expects 75% of the non-financial component to vest.

17.3 Reconciliation of sharesNumber of shares

2019 2018

Cumulative shares issued, acquired and held by Growthpoint for the purpose of share-based paymentsCumulative shares issued and acquired 49 505 935 49 505 935

Opening balance 49 505 935 47 467 880Shares acquired during the year – 2 038 055

Cumulative shares vested and exercised (29 112 335) (24 035 366)

Shares available to the share scheme 20 393 600 25 470 569

Outstanding share options granted to employeesOpening balance 17 718 467 20 838 648Granted to employees 3 811 031 2 436 279Forfeited by employees (1 682 523) (1 228 986)Vested and exercised by employees (5 106 431) (4 327 474)

Outstanding share options granted to employees 14 740 544 17 718 467

Zero strike price scheme Retention scheme

2019R

2018R 2019 2018

Weighted average exercise pricesShare options outstanding at beginning of year 25.48 26.46Share options outstanding at end of year 25.05 25.48Options granted during the year 24.77 23.99Options forfeited during the year 25.30 25.78Options exercised during the year 25.78 21.85Options outstanding during the year 25.05 25.48Weighted average price of options exercised (R) 12.76 12.76Range of exercise prices (R) 11.78 – 13.23 11.78 – 13.23Maximum remaining term (years) 6 7

No shares vested during the year under the LTI scheme.

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18. TAXATION AND DEFERRED TAXATION18.1 Taxation18.1.1 Taxation expense

South Africannormal taxation Foreign taxation Total

2019Rm

2018Rm

2019Rm

2018Rm

2019Rm

2018Rm

Current tax expense – – (118) (154) (118) (154)Current year – – (118) (154) (118) (154)

Deferred tax expense (140) 16 105 (528) (35) (512)Current year – – – –Amortisation of intangible asset (140) 22 – – (140) 22Capital gains tax on the sale of GOZ shares – – 105 (528) 105 (528)Other – (6) – – – (6)

Total income tax expense (140) 16 (13) (682) (153) (666)

2019Rm

2018Rm

18.1.2 Reconciliation of effective taxation chargeStatutory taxation charge at 28% 2 106 2 400Non-deductible expenses 136 (39)Tax-exempt income (294) (611)

Exempt income (123) 4Deferred tax on assessed loss (14) 14Fair value adjustments not taxable due to REIT status (157) (629)

Capitalised interest (57) (66)Tax rate difference – trusts 7 22Tax rate difference and withholding tax on GOZ (21) 524Qualifying distribution (1 724) (1 564)

Effective taxation charge 153 666

Effective taxation rate (%) 2.03 7.77

18.2 Deferred taxation18.2.1 Reconciliation of net deferred tax liability

Opening balance 2 844 2 332Current year charge through profit or loss 35 512

Closing balance 2 879 2 844

Notes to the financial statements continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201938

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18. TAXATION AND DEFERRED TAXATION (continued)

18.2 Deferred taxation (continued)

2019Rm

2018Rm

18.2.2 Deferred taxation liabilityTax effect of temporary differences between tax and book value for:Deferred taxation liability 3 051 3 024

Investment in GOZ 2 711 2 656Amortisation of intangible asset 87 115Investment property – allowances 253 253

Deferred taxation asset (172) (180)Share-based payments (58) (68)Tax losses carried forward (81) (81)Other (33) (31)

Net deferred taxation liability 2 879 2 844

Section 25BB of the Income Tax Act allows for the deduction of the qualifying distribution paid to shareholders, but the deduction is limited to taxable income. To the extent that no tax will be payable in future as a result of the qualifying distribution, no deferred tax was raised on items such as the straight-line lease income adjustment and the fair valuation of non-current financial liabilities.

IAS 12 Income taxes (amended) requires the sale rate to be applied, unless rebutted, when calculating deferred taxation on the fair value adjustments on investment property. After the conversion to a REIT, capital gains taxation is no longer applicable on the sale of investment property in terms of section 25BB of the Income Tax Act. The deferred taxation rate applied to investment property at the sale rate will therefore be 0%. Consequently, no deferred taxation was raised on the fair value adjustments on investment property.

Allowances relating to immovable property can no longer be claimed and if a REIT sells immovable property, the allowances claimed in previous years will be recouped. A deferred taxation liability was raised in this respect.

The deferred taxation liability on the intangible asset relates to the right to manage the property assets.

The deferred taxation on the investment in GOZ is based on the presumption that the investment will be realised through sale and capital gains tax will be payable in Australia.

19. TRADE AND OTHER PAYABLES

2019Rm

2018Rm

Accrued expenses 938 1 026Tenant deposits 288 281Trade creditors 521 499Value added tax 27 34Income received in advance 151 197Linked unitholders for distribution (GOZ) 288 268

2 213 2 305

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20. RELATED-PARTY TRANSACTIONS20.1 Simplified Group organogram

Notes to the financial statements continuedFor the year ended 30 June 2019

V&A Waterfront Holdings (Pty) Ltd

One property portfolio:

R9.6bn

Globalworth Real Estate

Investments60 properties:

R12.8bn

Growthpoint Management

Services (Pty) Ltd601 employees

Globalworth Poland Real Estate

Growthpoint Healthcare Property Holdings Limited

Five properties: R2.6bn

Growthpoint Properties Australia Limited

57 properties: R38.7bn

Growthpoint Properties International (Pty) Ltd

Metboard Properties Limited109 properties: R5.1bn

Paramount Property Fund Limited47 properties: R5.6bn

Growthpoint Securitisation Warehouse Trust

67 properties: R9.9bn

Growthpoint ABQ (Pty) LtdEight properties: R1.3bn

Growthpoint TPG (Pty) Ltd19 properties: R3.3bn

Acucap Investments (Pty) Ltd31 properties: R10.8bn

Other subsidiaries17 properties: R3.5bn

Growthpoint Properties

Limited

147 propertiesR36.0bn

JSE

66.0%

ASX

100%

DomesticTreasuryCompany

Management company

100%

23.6%

LSE (AIM)

29.8%

WSE99.6%

Property owning

companies

100%

72.9%50%

Growthpoint Investec African Properties FundOne property –

R168.4m

Growthpoint Properties Limited Group annual financial statements 30 June 201940

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20. RELATED-PARTY TRANSACTIONS (continued)20.1 Simplified Group organogram (continued)

The organogram includes only material subsidiaries, joint ventures and associates. A full list of Growthpoint Properties Limited subsidiaries, joint ventures and associates, is available on request.

The Group has joint control over the properties and the joint arrangements are not structured through separate legal entities. Therefore the Group recognises its share of the assets and liabilities, income and expenses. South Africa is the principal place of business for all joint operations.

All subsidiaries are wholly owned (either directly or indirectly) by Growthpoint Properties Limited except for GOZ (66.0%) and Growthpoint Healthcare Property Holdings Limited (72.9%). Growthpoint Management Services (Pty) Ltd provides property management services for the South African companies.

20.2 Related-party transactionsVarious transactions were entered into between related parties. These transactions were entered into at market-related terms.

2019 2018

IncomeRm

ReceivablesRm

IncomeRm

ReceivablesRm

V&A Waterfront (Pty) Ltd The income received is interest accrued by the V&A Waterfront for the year. The receivable relates to all interest receivable that are still outstanding

643 2 173 592 1 906

The income received is a dividend declared by the V&A Waterfront for the year. The receivable relates to all declared dividends that are still outstanding

35 35 – –

Income received for services rendered by LN Sasse, EK de Klerk and JF Marais

1 – 1 –

GWI The income received is a dividend declared by Globalworth for the year. The receivable relates to all declared dividends that are still outstanding

401 – 128 –

GPREThe income received is a dividend declared by GPRE for the year and an underwriting fee. The receivable relates to all previous declared dividends that are still outstanding

59 – 33 33

Roeland Street Investment 2 (Pty) LtdThe income received is a development fee earned and interest on the loan account. The receivable relates to funds lent to the joint venture

15 – 42 293

Roeland Street Investment 3 (Pty) Ltd The income received is interest earned on the loan account. The receivable relates to funds lent to the joint venture

– – 1 13

Workshop 17 7 53 3 35

Growthpoint owned 33% of Roeland Street Investment 2 (Pty) Ltd and 50% of Roeland Street Investment 3 (Pty) Ltd, both were sold during the year. As indicated in note 8, GPRE was consolidated into GWI during the year.

20.3 Key management personnelThe Group’s key management personnel, and persons connected with them, are also considered to be related parties for disclosure purposes. Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of Growthpoint Properties Limited (directly or indirectly) and comprise the Board of Directors and the heads of the major business units and functions.

2019Rm

2018Rm

Key management personnel compensationShort-term employee benefits 36 32Share-based payments 24 27

60 59

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20. RELATED-PARTY TRANSACTIONS (continued)20.4 Directors’ remuneration

Basicsalary

RBenefits

R

Annualbonus

RTotal

R

AccountingIFRS charge

in respectof staff

incentiveschemeawards

R

TotalIFRS

remunerationR

2019Executive directorsLN Sasse 6 075 495 881 505 8 195 000 15 152 000 10 791 594 25 943 594EK de Klerk 4 823 634 554 370 6 294 000 11 672 004 8 618 006 20 290 010G Völkel 2 879 706 846 294 2 853 000 6 579 000 4 139 744 10 718 744NO Chauke 1 797 456 375 552 835 000 3 008 008 493 129 3 501 137

15 576 291 2 657 721 18 177 000 36 411 012 24 042 473 60 453 485

2018Executive directorsLN Sasse 5 733 824 826 176 6 818 000 13 378 000 11 920 255 25 298 255EK de Klerk 4 432 124 507 876 5 270 000 10 210 000 9 263 000 19 473 000G Völkel 2 628 200 771 800 2 376 000 5 776 000 5 497 918 11 273 918NO Chauke 1 646 400 313 600 745 000 2 705 000 121 064 2 826 064

14 440 548 2 419 452 15 209 000 32 069 000 26 802 237 58 871 237

The table above is the total cost to company in relation to Executive Directors’ remuneration, which was paid by Growthpoint Management Services. The IFRS accounting charge reflects the cost that has been expensed by the company in profit or loss in the relevant year in relation to long-term incentive awards that have been granted to Executive Directors. The IFRS charge is a calculation based on the fair value of the awards made to employees, measured at the grant date, compared to the amount calculated in the prior year, arriving at the expense accounted for in profit or loss. It should be noted that the amount estimated here will differ from the actual expense in the current and future years, which is based on the number of shares that vested, calculated at the price which they were exercised. No attrition is taken into account and the calculation is based on the principal assumptions as set out in the employee benefits note.

Service contracts are in place between Growthpoint Management Services (Pty) Ltd and LN Sasse, EK de Klerk, O Chauke and G Völkel, all of which provide for a six-month reciprocal notice period.

Following a review of the definition of a “prescribed officer” in terms of the Companies Act, in the context of decision-making processes within the Group, executive management and the Board have concluded that no member of the Executive Committee can be regarded as a “prescribed officer”.

Fees paid by Group companies to directors

GOZ/GWI

2019 2018

AUD R AUD R

Fees paidLN Sasse 122 689 1 245 120 116 282 1 159 122EK de Klerk 117 478 1 192 236 112 270 1 119 130JF Marais 116 005 1 177 287 110 931 1 105 785

EUR R GBP R

PH Fechter 76 128 1 219 708 40 000 722 800

LN Sasse, EK de Klerk and JF Marais are directors of GOZ. PH Fechter is a director of GWI.

Notes to the financial statements continuedFor the year ended 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201942

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20. RELATED-PARTY TRANSACTIONS (continued)20.4 Directors’ remuneration (continued)

Directors’ fees

2019Rm

2018Rm

Non-executive DirectorsMG Diliza 941 600 826 600PH Fechter 954 100 927 400LA Finlay 1 198 100 913 300JC Hayward 1 124 700 999 300HS Herman – 326 950JF Marais 2 783 300 2 529 300SP Mngconkola 706 400 666 800R Moonsamy 736 800 695 200NBP Nkabinde 706 400 666 800N Siyotula 811 100 245 250FJ Visser 901 300 751 600

10 863 800 9 548 500

20.5 Directors’ interests in ordinary shares

2019 2018

Directbeneficial

Indirectbeneficial

Non-beneficial Total

Directbeneficial

Indirectbeneficial

Non-beneficial Total

ExecutivedirectorsLN Sasse 2 752 616 – – 2 752 616 2 575 590 – – 2 575 590EK de Klerk 389 224 2 066 062* – 2 455 286 339 067 1 759 037* – 2 098 104G Völkel 194 020 – – 194 020 153 621 – – 153 621NO Chauke 37 893 – – 37 893 11 672 – – 11 672Non-executive DirectorsMG Diliza(BEE interest) – – 48 161 689# 48 161 689 – – 48 161 689# 48 161 689MG Diliza(associate) – – 2 269 252* 2 269 252 – – 2 269 252* 2 269 252PG Fechter 800 000 148 039 3 500 000* 4 448 039 800 000 148 039 3 500 000* 4 448 039LA Finlay 106 171 – – 106 171 106 171 – – 106 171JC Hayward 97 281 – – 97 281 97 281 – – 97 281JF Marais – 155 669* – 155 669 – 133 694* – 133 694R Moonsamy – 977 075 – 977 075 – 963 569 – 963 569

NBP Nkabinde – 4 000^ – 4 000 – 4 000^ – 4 000# BEE interest* Associate: Family trust^ Associate: Spouse

Mr R Moonsamy’s interest in Unipalm Holdings Limited has changed from 51.68% to 52.76% resulting in an increase in his interest in Growthpoint securities held by Unipalm to 977 075 shares.

There have been no other changes to the directors’ interest between 1 July 2019 and the date on which these annual financial statements were approved.

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20. RELATED-PARTY TRANSACTIONS (continued)20.6 Unvested options for Executive Directors – zero strike price share scheme

Number of unvested options

Total 30 June 2020 30 June 2021 30 June 2022

2017 optionsLN Sasse 68 125 68 125 – –EK de Klerk 51 300 51 300 – –G Völkel 17 101 17 101 – –2018 optionsLN Sasse 165 892 82 946 82 946 –EK de Klerk 124 924 62 462 62 462 –G Völkel 55 888 27 944 27 944 –NO Chauke 7 782 3 891 3 891 –2019 optionsLN Sasse 275 565 91 855 91 855 91 855EK de Klerk 212 997 70 999 70 999 70 999G Völkel 96 030 32 010 32 010 32 010NO Chauke 30 111 10 037 10 037 10 037

20.7 Key staff retention scheme notional awards

Openingbalance

Vestedoptions

Closingbalance

Strikeprice

Key staff retention scheme award 2014LN Sasse 2 400 000 (800 000) 1 600 000 11.43EK de Klerk 1 440 000 (480 000) 960 000 11.43Key staff retention scheme award 2016EK de Klerk 540 000 (60 000) 480 000 13.56Key staff retention scheme award 2017G Völkel 700 000 (70 000) 630 000 12.72

Unvested options for Executive Directors – retention scheme

Total30 June

202030 June

202130 June

202230 June

202330 June

202430 June

2025

Key staff retention scheme award 2014LN Sasse 1 600 000 800 000 400 000 400 000 – – –EK de Klerk 960 000 480 000 240 000 240 000 – – –Key staff retention scheme award 2016EK de Klerk 480 000 120 000 120 000 120 000 60 000 60 000 –Key staff retention scheme award 2017G Völkel 630 000 70 000 140 000 140 000 140 000 70 000 70 000

20.8 LTI share scheme

Number of unvested options

Total 30 June 2022

LN Sasse 209 296 209 296 EK de Klerk 161 793 161 793 G Völkel 72 861 72 861 NO Chauke 22 881 22 881

466 831 466 831

Notes to the financial statements continuedFor the year ended 30 June 2019

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20. RELATED-PARTY TRANSACTIONS (continued)20.9 Other related-party transactions

The Group uses various legal services provided by Glyn Marais Inc. The founding partner, JF Marais, who is no longer responsible for directing the firm, is the Chairman and Non-executive Director of Growthpoint Properties Limited.

Glyn Marais Inc. is a tenant in one of the Growthpoint buildings, and pays rent accordingly.

2019Rm

2018Rm

Glyn Marais legal fees paid 6 3Glyn Marais rent received (4) (6)

21. CLASSIFICATION OF FINANCIAL ASSETS AND LIABILITIES

FVTPLRm

Financialassets at

amortisedcostRm

Outsidescope of

IFRS 9Rm

TotalRm

21.1 Assets2019Cash and cash equivalents – 882 – 882Trade and other receivables – 3 069 1 276 4 345Derivative assets 1 016 – – 1 016Listed investments 846 – – 846Unlisted investments 96 – – 96Long-term loans granted 76 – – 76

2018Cash and cash equivalents – 2 320 – 2 320Trade and other receivables – 2 836 809 3 645Derivative assets 476 – – 476Listed investments 801 – – 801Unlisted investments – – – –Long-term loans granted 370 – – 370

FVTPLRm

Financialliabilities at

amortisedcostRm

Outsidescope of

IFRS 9Rm

TotalRm

21.2 Liabilities2019Trade payables – 2 035 178 2 213Derivative liabilities 1 132 – – 1 132Tax payable – – 18 18Interest-bearing borrowings 51 624 – – 51 624

2018Trade payables – 2 074 231 2 305Derivative liabilities 741 – – 741Tax payable – – 72 72Interest-bearing borrowings 48 234 – – 48 234

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22. FAIR VALUE ESTIMATION22.1 Fair value measurement of assets and liabilities

The table below includes only those assets and liabilities that are measured at fair value including non-recurring items measured at fair value:

2019 2018

Fairvalue

RmLevel 1

RmLevel 2

RmLevel 3

Rm

Fairvalue

RmLevel 1

RmLevel 2

RmLevel 3

Rm

ASSETSRecurring fair value measurementFair value of property assets 116 229 – – 116 229 109 046 – – 109 046Listed investments 846 846 – – 801 797 – 4Unlisted investments 96 – – 96 – – – –Long-term loans granted 76 – – 76 370 – – 370Derivative assets 1 016 – 409 607 476 – 252 224Non-recurring fair value measurementNon-current assets held for sale 325 – – 325 3 180 – – 3 180

Total assets measured at fair value 118 588 846 409 117 333 113 873 797 252 112 824

LIABILITIESRecurring fair value measurementInterest-bearing borrowings 51 624 6 311 45 313 – 48 234 5 772 42 462 –Derivative liabilities 1 132 – 851 281 741 – 511 230

Total liabilities measured at fair value 52 756 6 311 46 164 281 48 975 5 772 42 973 230

The carrying amount of assets and liabilities that are not measured at fair value reasonably approximate their fair value due to their short-term nature. These include trade and other receivables, cash and cash equivalents and trade and other payables.

22.2 Movement in level 3 instruments

2019 2018

Propertyassets

Rm

Listedinvest-ments

Rm

Long-termloans

grantedRm

Deriva-tive

assetsRm

Deriva-tive

liabilitiesRm

Un-listed

invest-ments

Rm

Propertyassets

Rm

Listedinvest-ments

Rm

Long-termloans

grantedRm

Deriva-tive

assetsRm

Deriva-tive

liabilitiesRm

Opening balance 112 226 4 370 224 (230) – 109 442 226 709 107 (31)Gain/(loss) from fair value adjustments and translation of foreign operations 676 – (30) 383 (51) (14) 2 005 – 12 117 (199)Accrued interest – – 25 – – – – – 71 – –Acquisitions 6 965 – – – – 110 3 978 – – – –Disposals (3 060) (4) – – – – (3 199) (222) – – –Transferred to property held for trading and development (253) – – – – – – – – – –Advance – – 72 – – – – – 77 – –Settlements – – (361) – – – – – (499) – –

Closing balance 116 554 – 76 607 (281) 96 112 226 4 370 224 (230)

Notes to the financial statements continuedFor the year ended 30 June 2019

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22. FAIR VALUE ESTIMATION (continued)22.3 Valuation process

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including level 3 fair values, and reports directly to the Financial Director.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.

Significant valuation issues are reported to the Group’s Audit Committee.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (ie as

prices) or indirectly (i.e. derived from prices). • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

22.4 Valuation techniques and significant unobservable inputsLevel 2 instrumentsInterest-bearing borrowings

Description Valuation technique Significant unobservable inputs

Interest-bearing borrowings

Valued by discounting future cash flows using the South African swap curve plus an appropriate credit margin of between 0.45% and 3.60% at the dates when the cash flows will take place (FY18: 0.46% to 3.60%).

Not applicable

The estimated fair value would increase/(decrease) if the credit margin were lower/(higher).

Derivative instruments

Description Valuation technique Significant unobservable inputs

Forward exchange contracts

Valued by discounting the forward rates applied at year end to the open hedged positions.

Not applicable

Interest rate swaps Valued by discounting the future cash flows using the South African swap curve at the dates when the cash flows will take place.

Not applicable

Cross-currency interest rate swaps

Valued by discounting the future cash flows using the basis swap curve of the respective currencies at the dates when the cash flows will take place.

Not applicable

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22. FAIR VALUE ESTIMATION (continued)22.4 Valuation techniques and significant unobservable inputs (continued)

Level 3 instrumentsIn terms of the Group’s policy, at least 75% of the fair value of investment properties should be determined by an external, independent valuer, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The balance of the South African portfolio was valued by Growthpoint’s qualified internal valuers. The South African properties were valued at FY19 using the discounted cash flow of future income streams method by the following valuers who are all registered valuers in terms of section 19 of the Property Valuers Professional Act, No 47 of 2000:Mills Fitchet PWV PG Mitchell NDip (Prop Val), MIV (SA), CIEA, professional valuerMills Fitchet KZN T Bate MSc, BSc Land Econ (UK), MRICS, MIV (SA), professional valuerEris Property Group (Pty) Ltd C Everatt BSc (Hons) Estate Management, MRICS, MIV (SA), professional valuerJones Lang LaSalle J Karg BSc, MRICS, MIV (SA), professional valuerKnight Frank A Arbee Ndip (Real Estate in Prop Val), professional associate valuerRode & Associates K Scott BCom (Hons), professional valuerSpectrum PL O’Connell NDip (Prop Val), MRICS, professional valuerSterling AS Greybe-Smith BSc (Hons), MIV (SA), professional associate valuer

The Australian properties were valued at FY19 using the discounted cash flow of future income streams method by JLL, Savills, Urbis, CBRE, Knight Frank, Colliers and m3property that are all members of the Australian Property Institute and certified practising valuers.

At the reporting date, the key assumptions and unobservable inputs used by the Group in determining fair value were in the following ranges for the Group’s portfolio of properties:

Investment property

Significant unobservable inputs and range of estimates used

Description Valuation technique Discount rate (%) Exit capitalisation rate (%) Capitalisation rate (%)

Retail sector

Discounted cash flow model

12.0 -18.0 6.8 – 12.0 6.8 – 12.0Office sector 8.8 – 15.8 7.5 – 10.5 7.5 – 10.2Industrial sector 13.5 – 17.0 8.0 – 13.0 8.0 – 13.0Healthcare sector 13.3 –14.3 8.3 – 9.3 8.3 – 9.3GOZ office 6.5 – 8.0 5.5 – 7.5 5.0 – 7.5GOZ industrial 6.5 – 8.3 5.5 – 9.8 5.3 – 8.4

Further assumptions are used in the valuation of investment property. The estimated fair value would increase/(decrease) if the expected market rental growth was higher/(lower), expected expense growth was lower/(higher), the vacant periods were shorter/(longer), the occupancy rate was higher/(lower), the rent-free periods were shorter/(longer), the discount rate was lower/(higher) and/or the reversionary capitalisation rate was lower/(higher).

Long-term loans granted

Description Valuation technique Significant unobservable inputsAcucap Unit Purchase Scheme

Valued by discounting the future cash flows using the South African swap curve at the dates when the cash flow will take place.

Counterparty credit risk

Workshop 17 Valued by discounting the future cash flows using the South African swap curve at the dates when the cash flow will take place.

Counterparty credit risk

Derivative assets and liabilitiesDescription Valuation technique Significant unobservable inputsCross-currency interest rate swap

Valued by discounting the future cash flows using the basis swap curve of the respective currencies at the dates when the cash flow will take place.

Credit curve

Unlisted investmentsDescription Valuation technique Significant unobservable inputsEdcon This investment (R110m) was made just before year end.

Management’s best estimate of the fair value of Edcon is R96m taking into account comparative transactions in the market. We will continue on this basis until more information is available, which would allow us to make a more detailed assessment of the fair value of this investment.

Edcon’s forecast, budget and EBIT

Notes to the financial statements continuedFor the year ended 30 June 2019

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23. FINANCIAL RISK MANAGEMENTThe Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board established the Risk Management Committee, which is responsible for developing and monitoring the Group’s risk management policies. The Risk Management Committee reports regularly to the Board of Directors on its activities.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Risk Management Committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Risk Management Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to both the Audit Committee and the Risk Management Committee.

The financial instruments of the Group consist mainly of cash and cash equivalents, including deposits with banks, long-term borrowings, derivative instruments, trade and other receivables, trade and other payables, long-term loans granted and linked unitholders for distribution. The Group purchases or issues financial instruments in order to finance operations and to manage the interest rate risks that arise from these operations and the source of funding.

The Group has exposure to the following risks from its use of financial instruments: • Credit risk • Liquidity risk • Market risk (interest rate risk, foreign currency risk and market price risk).

23.1 Credit riskCredit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. It arises principally from long-term loans granted, derivative assets, cash and cash equivalents and trade receivables. Credit risk is managed on a Group basis.

The carrying amounts of financial assets represent the maximum credit exposure:

2019Rm

2018Rm

Long-term loans granted 76 370Derivative assets 1 016 476Cash and cash equivalents 882 2 320Rental debtors 81 76

2 055 3 242

Long-term loans grantedThe Group provided a loan to Acucap Unit Purchase Scheme participants and Workshop 17.

Acucap Unit Purchase SchemeThe credit risk of these loans is mitigated by the security that is provided to Growthpoint: • A pledge and cession of the shares by the Acucap Unit Purchase Scheme participants.

Workshop 17The loans are unsecured.

Derivative assetsExposure to credit risk is limited by entering into derivative financial instruments with counterparties that have a high percentage tier-one capital and strong credit ratings assigned by international credit rating agencies.

Cash and cash equivalentsExposure to credit risk is limited by investing in liquid currencies with counterparties that have a high percentage tier-one capital and strong credit ratings assigned by international credit rating agencies. Cash and cash equivalents include R8.9m cash held on call account as security for municipal guarantees whose amounts are not available for use by the Group.

The Group allocates each exposure to a credit risk grade based on data that is determine to be predictive of the risk of loss (including but not limited to external ratings, audited financial statements, management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement.

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Growthpoint Properties Limited Group annual financial statements 30 June 2019

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23. FINANCIAL RISK MANAGEMENT (continued)23.1 Credit risk (continued)

Rental debtorsThe Group’s exposure to credit risk is mainly in respect of tenants and is influenced by the individual characteristics of each tenant. The Group’s widespread tenant base reduces credit risk. The Group’s trade debtors are mainly listed and multinational companies which reduces the credit risk. The Group is not materially exposed to credit risk.

Management has established a credit policy under which each new tenant is analysed individually for creditworthiness before the Group’s standard payment terms and conditions are offered which include, in the majority of cases, the provision of a deposit of at least one month’s rental. When available, the Group’s credit review includes external ratings.

The UNdeposit campaign, which was launched in FY13, is a campaign whereby tenants pay a non-refundable fee at the inception of a lease period instead of the normal tenant deposit. Tenants are analysed individually for creditworthiness to determine if they are eligible for the UNdeposit facility fee and this also determines the extent of the non-refundable fee payable by them.

The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited financial statements, management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement.

An expected credit loss (ECL) rate is calculated for each category of rental debtors, as indicated in the table below, which is based on delinquency status and actual credit losses experienced in the past. The Group uses an allowance matrix to measure the ECLs of rental debtors from individual customers, which comprises a very large number of small balances. Current debtors under 90 days past due is classified as Level 1, current debtors that have a significant increase in risk of default as level 2 and current debtors that are credit impaired as Level 3.

A summary of the Group’s exposure to credit risk and ECLs for rental debtors for 30 June 2019 is as follows:

Weightedaverage

loss rate (%)

Grosscarryingamount

Rm

Lossallowance

RmCredit

impaired

Rental debtors:Current – under 90 days past due (level 1 and 2) 3.0 45 (1) NoMore than 90 days past due (level 3) 100.0 36 (36) Yes

Total gross carrying amount 46.6 81 (37)

Notes to the financial statements continuedFor the year ended 30 June 2019

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23. FINANCIAL RISK MANAGEMENT (continued)23.2 Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The major sources of funding for the Group are long-term borrowings. The Group monitors the level of expected cash inflows (including but not limited to cash inflows from rental debtors, finance income and proceeds from the sale of properties) together with expected cash outflows on financial liabilities over the next 60 days.

The tables below set out the maturity analysis of the Group’s financial liabilities based on the undiscounted contractual cash flows.

2019

Carryingamount

Rm

Within1 year

Rm1 – 2 years

Rm2 – 5 years

Rm>5 years

RmTotal

Rm

Long-term borrowings, including derivative financial liabilities 36 808 4 400 5 127 25 301 12 001 46 829GOZ liabilities 14 444 538 544 9 806 6 543 17 431Trade and other payables 2 035 2 035 – – – 2 035

53 287 6 973 5 671 35 107 18 544 66 295

2018

Carryingamount

Rm

Within1 year

Rm1 – 2 years

Rm2 – 5 years

Rm>5 years

RmTotal

Rm

Long-term borrowings, including derivative financial liabilities and assets 36 440 6 095 9 082 21 774 8 003 44 954GOZ liabilities 12 535 676 576 2 411 15 700 19 363Trade and other payables 2 074 2 074 – – – 2 074

51 049 8 845 9 658 24 185 23 703 66 391

23.3 Market riskMarket risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income, cash flows or the value of its holdings of investments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(i) Interest rate riskThe Group is exposed to interest rate risk and adopts a policy of ensuring that at least 75% of its exposure to changes in interest rates on borrowings is on a fixed rate basis. This is achieved by entering into pay fixed and receive variable interest rate swaps. All such transactions are carried out within the guidelines set by the Risk Management Committee. As a consequence, the Group is exposed to fair value interest rate risk in respect of the fair value of its fixed rate financial instruments, which will not have an impact on distributions. Short-term receivables and payables and investments are not directly exposed to interest rate risk.

The table below depicts the percentage of long-term interest-bearing borrowings that were fixed.

2019 2018

% fixed

Weightedaverage

period(years) % fixed

Weightedaverage

period(years)

South African operations 86.5 4.0 81.5 3.7Group 80.8 4.3 81.6 4.2

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Growthpoint Properties Limited Group annual financial statements 30 June 2019

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23. FINANCIAL RISK MANAGEMENT (continued)23.3 Market risk (continued)

Sensitivity analysisThe following table demonstrates the sensitivity to a reasonable possible change in interest rate, with all other variables held constant, of profit before taxation:

2019 2018

Increase Increase

Change inbasis points

Interestexpense

Rm

Profit andequity

RmChange in

base points

Interestexpense

Rm

Profit andequity

Rm

South African operations 100 47.6 (47.6) 100 65.6 (65.6)Group 100 47.5 (47.5) 100 22.4 (22.4)

The interest rate profile of interest-bearing financial instruments as reported to the management of the Group is as follows:

Variable rate instruments Fixed rate instruments

2019Rm

2018Rm

2019Rm

2018Rm

Financial assets 940 2 668 1 034 498Cash and cash equivalents 882 2 320 – –Long-term loans granted 58 348 18 22Derivative assets – – 1 016 476

Financial liabilities 36 029 33 898 15 223 14 579Derivative liabilities 51 51 1 081 690Interest-bearing borrowings 35 978 33 847 14 142 13 889

The table below depicts the expiry dates of the fixed rate loans and the expiry of the interest rate swaps on them:

South Africa Australia

Expiry offixed rate

loansRm

Expiry ofswaps

Rm

Expiry offixed rate

loansRm

Expiry ofswaps

Rm

2020 28 617 – –2021 – 5 183 – –2022 500 5 355 – –2023 4 506 4 502 2 472 9892024 470 3 738 – 9892025 – 2 903 1 977 9892026 – 250 – –2027 – 938 1 289 –2028 – 691 – –2029 – 803 773 –

Notes to the financial statements continuedFor the year ended 30 June 2019

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23. FINANCIAL RISK MANAGEMENT (continued)23.3 Market risk (continued)

(ii) Foreign currency riskThe Group’s exposure to foreign currency risk relates to the investments in GOZ, Globalworth and GPRE. The investment in GOZ is denominated in Australian Dollar (AUD), where the investment in GWI is denominated in Euro (EUR). Forward exchange contracts derivatives are acquired to limit the volatility in ZAR earnings due to exposure to currency fluctuations.

Growthpoint held the following open forward exchange contracts at year end:

Amount soldAverageexchange rate Maturity date Purpose

AUD33.0m R10.81/AUD1 September 2019 GOZ final FY19 distributionAUD33.0m R11.06/AUD1 March 2020 GOZ interim FY20 distributionAUD31.0m R11.24/AUD1 September 2020 GOZ final FY20 distributionEUR8.0m R17.56/EUR1 August 2019 to September 2019 GWI interim FY19 distributionEUR8.0m R18.74/EUR1 March 2020 GWI final FY19 distributionEUR6.0m R19.64/EUR1 August 2020 to September 2020 GWI interim FY20 distributionEUR2.0m R21.77/EUR1 March 2021 GWI final FY20 distribution

Growthpoint has entered into cross-currency interest rate swaps where Growthpoint pays AUD fixed under the one leg and receives ZAR fixed or floating under the other leg. These swaps are effectively AUD loans with a ZAR deposit and partially fund the investment in GOZ. It means that Growthpoint’s investment in GOZ is partially immunised against the AUD/ZAR currency risk movements. Furthermore there is a positive yield spread between the investment in GOZ and the implied interest cost on the AUD funding. The cross-currency interest rate swaps total AUD970m and mature between September 2019 and September 2023.

Growthpoint entered into EUR50m loan (maturing in December 2021) and USD425m bond (maturing in May 2023), EUR216m interest rate swaps (maturing between May 2023 and September 2028) and ZAR/EUR86m and USD/EUR333m cross-currency interest rate swaps for the investment in GWI. The cross-currency interest rate swaps mature between March 2021 and May 2023. The Euro interest obligations will be serviced from the dividends received from the investment in GWI.

Growthpoint has entered into a cross-currency interest rate swap of USD1.5m for investment in Growthpoint Investec African Fund.

Sensitivity analysis

2019 2018

Change inspot rate

ZAR/AUD or ZAR/EUR

Profitbefore taxincrease/decrease

Rm

% ofanticipateddistribution

that ishedged

Change inspot rate

ZAR/AUDor ZAR/EUR

Profitbefore taxincrease/decrease

Rm

% ofanticipateddistribution

that ishedged

Final annual distribution from GOZ 1 3.8 92.5 1 4.4 89.5Final annual distribution from GWI 1 1.8 89.4 1 1.7 90.5Annual distribution from GOZ 1 17.1 83.4 1 42.5 52.2Annual distribution from GWI 1 5.2 84.8 1 2.5 92.3

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Growthpoint Properties Limited Group annual financial statements 30 June 2019

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23. FINANCIAL RISK MANAGEMENT (continued)23.3 Market risk (continued)

(ii) Foreign currency risk (continued)Sensitivity analysis (continued)Foreign currency exposure at the end of the reporting period:

2019 2018

USD AUD EUR USD AUD EUR

Foreign denominated loan 425 – 50 425 – 100Linked unitholder for distribution – 29 – – 27 –

Net statement of financial position exposure 425 29 50 425 27 100Derivative financial instruments – – – – – –

Net exposure 425 29 50 425 27 100

23.4 Capital riskIn terms of its Memorandum of Incorporation, Growthpoint has unlimited borrowing capacity. Growthpoint is funded partly by owners’ capital and partly by external borrowings. In terms of various covenants that Growthpoint is committed to in terms of its external borrowings, the maximum value of external borrowings as a percentage of the value of property assets is 50%. This percentage includes the investment in the V&A Waterfront, other equity-accounted investments and listed investments. In practice, Growthpoint aims to keep gearing levels between 30% and 40% over the long term.

The Group complied fully with the covenants in respect of all loan facilities during the year.

The Board’s policy is to maintain a strong capital base, comprising its shareholders’ interest, so as to maintain investor, creditor and market confidence and to sustain future development of the business. It is the Group’s stated purpose to deliver long-term sustainable growth in dividends per share. The Board monitors the level of dividends to shareholders and ensures compliance with the Income Tax Act and the JSE Listings Requirements. There were no changes in the Group’s approach to capital management during the year. Neither the company nor any of its subsidiaries are subject to externally imposed capital requirements.

Dividend growth

Interim dividend Final dividend

2019%

2018%

2019%

2018%

Year-on-year growth 4.5 6.5 4.6 6.5

Security on property assetsMortgage bonds have been registered over South African investment property, including investment property classified as held for sale, with a fair value of R41 527m (FY18: R42 625m) as security for long-term interest-bearing liabilities and facilities at a nominal value of R20 061m (FY18: R20 977m).

First mortgage bonds have been registered over Australian investment property, with a fair value of AUD3 984m or R39 386m (FY18: AUD3 292m or R33 460m). Additional security was also provided in the form of other assets to a value of AUD105m or R1 073m (FY18: AUD105m or R1 073m).

Notes to the financial statements continuedFor the year ended 30 June 2019

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23. FINANCIAL RISK MANAGEMENT (continued)23.4 Capital risk (continued)

Security on long-term loans granted

Acucap Unit Purchase Scheme

The loans are secured by a pledge and cession of the shares by the Acucap Unit Purchase Scheme participants.

Workshop 17

These loans are unsecured.

CovenantsIn terms of covenants with certain banks, the nominal value of long-term interest-bearing borrowings may not exceed 50% of the value of investment property. This includes investment property reclassified as held for sale, equity-accounted investments and listed and unlisted investments.

2019Rm

2018Rm

Value of investment property 116 229 109 046Investment property classified as held for sale 325 3 180Property held for trading and development 455 131

Total investment property 117 009 112 357Equity-accounted investment 15 515 15 096Listed investment 846 801

Total 133 370 128 254

50% of total 66 685 64 127Nominal value of long-term interest-bearing borrowings utilised at year end 49 466 47 385Percentage of nominal value long-term interest-bearing borrowings to total investment property (%) 37.1 37.0Potential borrowing capacity 17 219 16 742Facilities available in terms of existing agreements at year end 7 853 9 080

24. EVENTS AFTER REPORTING PERIODDeclaration of dividend after reporting periodIn line with IAS 10 Events after reporting period, the declaration of the dividend (R3.3bn) occurred after the end of the reporting period, resulting in a non-adjusting event that is not recognised in the financial statements.

Post 30 June 2019, Growthpoint refinanced a further R800m with an original expiry date of March 2020 to July 2025.

GOZ announced the acquisition of 3 Maker Place, Trugonina, Victoria for AUD40.0m on 4 September 2019. The property, with an initial yield of 5.83%, is a newly completed logistics office/warehouse of 31 092m2 GLA, fully leased for 3.1 years.

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Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Included below is a summary of the significant accounting policies applicable to the Group financial statements. These accounting policies include only the areas in IFRS where elections have been made or policy choices exercised (including the choice or election made) as well as measurement criteria applied. The accounting policies also include information where it will assist users in understanding how transactions, other events and conditions are reflected in reported financial performance and financial position and was included based on the materiality as determined by management.

CORPORATE INFORMATION

Reporting entity Growthpoint Properties Limited (Growthpoint) is a company domiciled in South Africa. The physical address of the company’s registered office is The Place, 1 Sandton Drive, Sandton.

Reporting period end

Financial year ending 30 June

BASIS OF PREPARATIONThe financial statements have been prepared on the historical cost basis except for investment property and financial instruments which are carried at fair value.

MATERIALITY IFRS is only applicable to material items. Management applies judgement and considers both qualitative and quantitative factors in determining materiality applied in preparing these financial statements.

PREPARED IN ACCORDANCE WITH

International Financial Reporting Standards (IFRS) and SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council

The JSE Listings Requirements and the Companies Act, No 71 of 2008

The principle of going concern

The historical cost and fair value basis of accounting, where applicable

These financial statements have been prepared on a basis consistent with that of the prior year, except for the adoption of IFRS 15 and IFRS 9. This is the first set of the Group’s annual financial statements in which IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments have been applied.

FUNCTIONAL – AND PRESENTATION CURRENCYSouth African Rand

ROUNDING POLICY • All amounts are presented in Rand millions (Rm) • The Group has a policy of rounding in increments of R1m. Amounts less than R1m will therefore be rounded down to Rnil and are

presented as a dash.

ESTIMATES AND JUDGEMENTS Critical accounting estimates, assumptions and judgementsThe preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures and the disclosure of contingent liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations and future events that are believed to be reasonable under the circumstances. Actual results may differ from the estimates made by management from time to time.

In the process of applying the Group’s accounting policies, the directors have made the following estimates and judgements that have the most significant effects on the amounts recognised and disclosed in the financial statements.

Significant accounting policies

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Fair value accounting of property assetsIndependent valuations are obtained on a rotational basis, ensuring that at least 75% of the fair value of investment properties are valued by an external independent valuer. The directors value the remaining properties annually on an open-market basis. The calculations are prepared by considering the aggregate of the net annual rent receivable from the properties and, where relevant, associated costs, using the discounted cash flow method. This method takes projected cash flows and discounts them at a rate which is consistent with comparable market transactions. The discount rates reflect the risks inherent in the net cash flows and are constantly monitored by reference to comparable market transactions. Undeveloped land is valued in terms of the internationally accepted and preferred method of comparison. By obtaining external valuations from registered valuators, in terms of section 19 of the Property Valuers Professional Act, No 47 of 2000, for the majority of the portfolio, management is of the opinion that the risk relating to estimation uncertainty has been mitigated.

For the valuation policy, refer to note 22.4, investment property.

GROUP ACCOUNTINGBasis of consolidation and equity accounting

Subsidiaries and other structured entities Joint ventures Associates Joint operations

Typical shareholding in the assessment of entities that are not structured entities

Greater than 50% 50%/50% Between 20% and 50% Proportionate share of assets and liabilities

Nature of the relationship between the Group and the investee

Subsidiaries are those entities controlled by the Group. The financial results of subsidiaries and controlled trusts are included in the Group financial statements from the date that control commences until the date that control ceases.

A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

An associate is an entity over which the Group has significant influence.

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations to the liabilities, relating to the arrangement.

Determining controlThe existence and effect of potential voting rights are considered when assessing whether the Group controls an entity to the extent that those rights are substantive. The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another.

Initial and subsequent measurement of subsidiariesThe Group accounts for business combinations by applying the acquisition method as at the acquisition date and measures goodwill as the fair value of the consideration transferred including the recognised amount of any non-controlling interest in the acquiree, plus the fair value of any existing equity interest, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured at the acquisition date. If this amount is negative, the Group recognises a gain on bargain purchase in profit or loss.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration. If a business combination results in the termination of pre-existing relationships between the Group and the acquiree, then the lower of the termination amount, as contained in the agreement, and the value of the off-market element is deducted from the consideration transferred and recognised in other expenses.

A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably.

Acquisitions of non-controlling interests that do not result in a change in control are accounted for as transactions with equity holders in their capacity as equity holders and therefore no goodwill is recognised as a result of such transactions.

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Initial and subsequent measurement of subsidiaries

Consolidation Equity accounting Joint arrangement

Initial and subsequent recognition in the consolidated financial statements

The Group accounts for business combinations by applying the acquisition method as discussed above. Subsidiaries are accounted for by including 100% of the assets, liabilities, income, expenses and cash flows on a line-by-line basis in the financial statements from the date that control commences until the date that joint control ceases. The portion attributable to non-controlling interest is recognised in the statement of profit or loss and other comprehensive income and transferred to a non-distributable reserve.

Interests in joint ventures and associates are accounted for using the equity method. They are recognised initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of profit or loss and other comprehensive income of equity-accounted investees, until the date on which the Group loses joint control or significant influence.

Dividends and interest received from equity-accounted investment are accounted for as investment income on the statement of profit or loss and other comprehensive income.

Joint operations are accounted for by including the Group’s share of joint assets, liabilities, income, expenses and cash flows on a line-by-line basis in the financial statements from the date that joint control commences until the date that joint control ceases.

Inter-company transactions and balances

Intra-group balances, transactions and any unrealised gains and losses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.

Unrealised gains arising from transactions with joint operations and equity-accounted investees are eliminated to the extent of the Group’s interest in the joint operations and investees. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Assets Investment property

Classification Investment property consists of land and buildings, installed equipment and undeveloped land held to earn rental income for the long term and subsequent capital appreciation.

When properties comprise a portion that is held to earn rental or for capital appreciation, and another portion that is held for use in the production or supply of goods or services or for administrative purposes, then these portions are accounted for separately only if these portions could be sold separately.

If they cannot be sold separately, the entire property is accounted for as an investment property only if an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes.

Investment property held under an operating lease relates to long-term land leases and is recognised in the Group’s statement of financial position at its fair value. This accounting treatment is consistently applied for all such long-term land leases.

Measurement

Initial measurement

Properties are initially recognised at cost on acquisition, including all costs directly attributable to the acquisition. Subsequent additions that will result in future economic benefits of which the cost can be measured reliably are capitalised. Investment property under construction is valued at fair value. Undeveloped land is held at cost, including capex.

Direct costs relating to major capital projects are capitalised until the properties are brought into commercial operation.

Subsequent measurement

Subsequent to initial recognition, investment properties are measured at their fair value. Investment property is maintained, upgraded and refurbished where necessary in order to preserve or improve the capital value as far as it is possible to do so. Maintenance and repairs which neither materially add to the value of the properties nor prolong their useful lives are charged against profit or loss.

Gains or losses on subsequent measurement or disposals of investment properties are recognised in profit or loss. Such gains or losses are excluded from the calculation of distributable earnings.

Significant accounting policies continued

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Assets (continued)Valuation of investment property

Valuation frequency

At least 75% of the fair value of investment properties should be determined by an external, independent valuer, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The directors value the remaining properties annually on an open-market basis.

Valuation method The calculations are prepared by considering the aggregate of the net annual rent receivable from the properties and, where relevant, associated costs, using the discounted cash flow method. This method takes projected cash flows and discounts them at a rate which is consistent with comparable market transactions. The discount rates reflect the risks inherent in the net cash flows and are constantly monitored by reference to comparable market transactions. Undeveloped land is valued in terms of the internationally accepted and preferred method of comparison.

Non-current assets held for sale

Classification and measurement

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the measurement of assets (and all assets and liabilities in a disposal group) is brought up to date in accordance with applicable IFRS. Then, on initial classification as held for sale, non-current assets and disposal groups are recognised at the lower of the carrying amount and fair value less costs to sell. Investment properties classified as held for sale are measured in accordance with IAS 40 Investment property at fair value with gains and losses on subsequent measurement being recognised in profit or loss.

Non-current assets held for trading and development

Classification and measurement

The properties classified as held for trading and development are properties that the directors have acquired to be sold as part of the trading and development strategy. It is held in accordance with IAS 2 Inventory at the lower of its cost or net realisable value.

Leases

Group company is the lessor Group company is the lessee

Operating leases The Group is party to numerous leasing contracts as the lessor of property. All leases are operating leases, which are those leases where the Group retains a significant portion of the risks and rewards of ownership.

Rental income is recognised on a straight-line basis over the period of the lease term.

The Group provides certain incentives for the lessee to enter into lease agreements. Initial periods of the lease term may be agreed to be rent-free or at a reduced rent. All incentives are recognised as an integral part of the net consideration agreed for the use of the leased asset, irrespective of the incentive’s nature or form or the timing of payments. The Group recognises the aggregate cost of incentives as a reduction of rental income over the lease term, on a straight-line basis.

The Group is party to leasing contracts as the lessee of some property and equipment. Leases are classified as operating leases where substantially all the risks and rewards associated with ownership of the asset are not transferred from the lessor to the lessee. Operating lease rentals with fixed escalation clauses are recognised in profit or loss on a straight-line basis over the lease term. The resulting difference arising from the straight-line basis and contractual cash flows is recognised as an operating lease asset or operating lease liability.

Investment property held under an operating lease relates to long-term land leases and is recognised in the Group’s statement of financial position at its fair value. This accounting treatment is consistently applied for all such long-term land leases.

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Property letting commissions and tenant installations Measurement

Initial measurement

When considered material, letting commissions incurred and tenant installation costs are capitalised and recognised in trade and other receivables.

Subsequent measurement

Letting commissions incurred and tenant installation costs are measured at cost minus amortisation written off over the period of the lease.

Intangible assets

Goodwill Other intangible assets

Initial measurement

Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets.

Other intangible assets that are acquired by the entity, which have finite useful lives, are recognised initially at cost.

Subsequent measurement

Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.

Subsequent to initial recognition, other intangible assets are measured at cost less accumulated amortisation and accumulated impairment losses.

Subsequent expenditure is capitalised only when it increases the future economic benefits of the asset to which it relates.

The recoverable amount is estimated at each reporting date. For the purpose of impairment testing, assets are grouped together into the smaller group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of the other assets or groups of assets (the cash-generating unit). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present values using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of the cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. Impairment losses in respect of goodwill are not reversed.

Other intangible assets are tested for impairment when there is an indication that the asset may be impaired.

Amortisation Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The residual value of the intangible asset is assessed as Rnil and the estimated total useful lives for the current and comparative periods are as follows:

• Rights to manage investment property – 15 years

Significant accounting policies continued

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Deferred tax

Classification and measurement

Deferred tax is recognised for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: • The initial recognition of assets or liabilities in a transaction that is not a business combination and that

affects neither accounting nor taxable profit • Goodwill that arises on initial recognition • Differences relating to investments in subsidiaries and jointly controlled entities to the extent that the Group

is able to control the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

No deferred tax was recognised on the fair value of investment property as capital gains tax on investment property is not applicable to REITs in terms of section 25BB of the Income Tax Act.

The amount of deferred tax recognised is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates expected to be applied to temporary differences when they reverse, based on tax laws enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to either settle current tax liabilities and assets on a net basis or realise the assets and settle the liabilities simultaneously.

A deferred tax asset is recognised for deductible temporary differences and unused tax losses to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Financial instrumentsClassificationFinancial assets are classified into the following categories: amortised cost or financial assets at fair value through profit or loss. The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics and is determined at the time of initial recognition.

Financial liabilities are classified as either financial liabilities at fair value through profit or loss, financial liabilities at fair value through other comprehensive income or other financial liabilities. The classification depends on the nature and purpose of the financial liabilities and is determined at the time of initial recognition.

Financial assets are held at amortised cost if the cash flows are solely payments of principal and interest, and interest is a consideration for the time value of money and credit risk only. Financial instruments with cash flows that are not solely payments of principal and interest are mandatorily classified at fair value through profit or loss. All equity instruments of the Group, within the scope of IFRS 9, are measured at fair value through profit or loss.

The Group applies the amortised cost model as the default for financial liabilities, except for instances where an accounting mismatch exists and it is more appropriate to designate it at fair value through profit or loss.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the changes in the business model.

Listed investmentThe listed investment in Industria REIT (IDR) is designated as at fair value through profit or loss upon initial recognition as such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise. The underlying investment in IDR is property and therefore it would give greater meaning to the financial statements if this was treated in the same way as the other property investment, ie at fair value through profit or loss. Financial assets at fair value through profit or loss are measured at fair value, with any resultant gain or loss recognised in profit or loss.

Unlisted investmentThe unlisted investment in Edcon is classified at fair value through profit or loss.

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Financial instruments (continued)Long-term loansThe long-term loans are designated as at fair value through profit or loss upon initial recognition as such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise. The underlying investments are property and therefore it would give greater meaning to the financial statements if this was treated in the same way as the other property investment, i.e. at fair value through profit or loss. Financial assets at fair value through profit or loss are measured at fair value, with any resultant gain or loss recognised in profit or loss.

Derivative financial instrumentsDerivative assets comprising interest rate swaps, forward exchange contracts and cross-currency swaps are classified at fair value through profit or loss.

Non-derivative financial liabilitiesNon-derivative financial liabilities comprising interest-bearing borrowings are designated as at fair value through profit or loss as such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise. The interest-bearing borrowings are used to fund property and/or property fund acquisitions. Investment properties are recognised as fair value through profit or loss and therefore it would give greater meaning to the financial statements if interest-bearing borrowings are treated in the same way.

Trade and other receivablesTrade and other receivables are classified at amortised cost.

Trade and other payablesTrade and other payables are classified as other financial liabilities.

Cash and cash equivalentsCash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date and are classified at amortised cost.

Measurement

Initial measurement

Trade receivables are initially recognised when they originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provision of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

Subsequent measurement

Financial assets and liabilities at fair value through profit or loss are carried at fair value, with any gains or losses arising on remeasurement recognised in profit or loss.

Financial assets at amortised cost and other financial liabilities are subsequently measured at amortised cost using the effective interest method, less accumulated impairments.

ImpairmentsAt each reporting date the Fund reviews the carrying values of financial assets carried at amortised cost for an indication of impairment, based on either the 12-month expected credit losses or lifetime expected credit losses. For trade and other receivables, the Group applies the simplified impairment approach, and therefore assesses impairment using a lifetime approach for these assets.

Changes in the loss allowance are recognised in profit or loss as an impairment gain or loss.

In determining whether an impairment loss should be recorded in profit or loss, the Group makes judgements as to whether there is observable data, based on past behaviour as well as forward looking information, indicating a measurable decrease in the estimated future cash flows from a financial asset.

The impairment for receivables is calculated on a portfolio basis, based on historical loss ratios, adjusted for national and industry specific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio.

Significant accounting policies continued

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DerecognitionThe Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the entity is recognised as a separate asset or liability.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired.

Equity Capital and reserves

Type Description of reserve

Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

Treasury shares Shares in the company held by Growthpoint Management Services (Pty) Ltd and unvested restricted shares held for employee participants in the Staff Incentive Scheme Trust are classified as treasury shares. The cost price of these shares, together with related transaction costs, is deducted from equity, but disclosed separately in the statement of changes in equity. The issued and weighted average number of shares is reduced by the treasury shares for the purposes of the basic and headline earnings per share calculations. The issued number of shares is reduced by the treasury shares for the purpose of the dividend per share calculations.

When treasury shares held for employee participants vest in such participants, the shares will no longer be classified as treasury shares, but included as part of issued share capital and will be taken into account for the purposes of basic and headline earnings per share calculations.

Foreign currency translation reserve

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to the Group’s presentation currency (Rand) at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Rand at exchange rates at the dates of the transactions (an average rate per month is used). Foreign currency differences are recognised in OCI and accumulated in the foreign currency translation reserve, except to the extent that the translation difference is allocated to NCI.

When the Group disposes of only part of its interest in a subsidiary that includes foreign operations while retaining control, the relevant proportion of the cumulative amount is re-attributed to non-controlling interests. If control is not retained, the cumulative amount is reclassified from equity to profit or loss as a reclassification adjustment.

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Equity Non-distributable reserve

Type Description of reserve

Overall description of non-distributable reserves

The non-distributable reserves relate to items that are not distributable to shareholders, such as fair value adjustments on the revaluation of investment property, long-term loans, borrowings and derivatives, the amortisation of intangible assets, share-based payment transactions, the straight-line lease income adjustment, non-cash charges, capital items, deferred taxation, bargain purchases and reserves with the non-controlling interest.

Amortisation of intangible assets

The amortisation of intangible assets reserve relates to the right to manage property intangible assets.

Bargain purchase Where the net recognised amount of the identifiable assets acquired and liabilities assumed exceeds the fair value of the consideration transferred (including the recognised amount of any non-controlling interest in the acquiree and the fair value of any existing equity interest), this excess is recognised immediately in profit or loss as a gain on bargain purchase. The bargain purchase reserve relates to the cumulative gain on bargain purchases.

Fair value adjustments on investment properties

The fair value adjustments on investment properties reserve related to the fair value movement on the investment properties.

Other fair value adjustments and non-distributable reserves

The other fair value adjustments and non-distributable reserves relate to all non-distributable items accounted for in profit or loss, such as the fair value adjustments (excluding the NCI portion of the fair value adjustments), straight-line lease income adjustments, non-cash charges, capital items and deferred taxation were transferred to the non-distributable reserve in the current year.

Share-based payment reserve

The share-based payment reserve relates to the grant date fair value of share-based payment awards granted to employees.

Reserves in non-controlling interest

The reserves with NCI relate to further acquisitions of GOZ made by Growthpoint.

Fair value adjustments on listed investments

The movement in fair value of the listed investment is accounted for in profit or loss and transferred to the non-distributable reserve. The movement relates to the increase in the fair value of the listed investments.

Non-controlling interest

Type Description of reserve

Non-controlling interest

The non-controlling interest reserve relates to the portion of equity ownership in a subsidiary not attributable to the parent company. The Group elects on each acquisition to initially measure non-controlling interest on the acquisition date at either fair value or at the non-controlling interest’s proportionate share of the investees’ identifiable net assets.

Dividends

Type and description Classification and measurement

Dividends Dividends or other distributions to the holders of equity instruments, in their capacity as owners, are recognised directly in equity on the date of declaration.

Significant accounting policies continued

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Income and expenses Income

Type and description Classification and measurement

Revenue recognition

Revenue from the letting of investment property comprises gross rental income and recoveries of fixed operating costs, net of value added tax. Rental income is recognised in profit or loss on a straight-line basis over the term of the lease. Recoveries of costs from lessees, where the entity merely acts as an agent and makes payment of these costs on behalf of lessees, are offset against the relevant costs. The Group recognises the aggregate cost of incentives as a reduction of rental income over the lease term, on a straight-line basis.

Finance income Interest earned on amounts invested is recognised on an accrual basis using the effective interest method.

Expenses

Type and description Classification and measurement

Capital items and other charges

Costs incurred on business acquisitions and items reclassified from other comprehensive income to profit or loss are classified as capital items.

Amortisation of intangible assets, as well as expenses relating to the Staff Incentive Scheme are recurring expenses and are classified as other charges. Impairment of goodwill, although not recurring, is also classified as other charges as the expense relates to intangible assets.

Share-based payment transactions (employee benefits)

The Group only has equity-settled share-based payment schemes.

The equity-settled schemes (zero strike price share scheme and retention scheme) allows certain employees the option or rights to acquire ordinary shares in the company. Such equity-settled share-based payments are measured at fair value at the date of the grant. The fair value determined at grant date of the equity-settled share-based payment is charged as employee costs, with a corresponding increase in equity, on a straight-line basis over the period that the employee becomes unconditionally entitled to the options, rights or shares, based on management’s estimate of the shares that will vest and adjusted for the effect of non-market vesting conditions. These share options and rights are not subsequently revalued.

Finance cost Finance costs incurred on qualifying investment property assets are capitalised until such time as the assets are substantially ready for their intended use. Qualifying assets are those that necessarily take a substantial period of time to prepare for their intended use. Capitalisation is suspended during extended periods in which active development is interrupted.

All other finance costs are expensed in profit or loss in the period in which they are incurred using the effective interest method.

Taxation Income tax for the year comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or other comprehensive income. Current tax is the expected tax payable on the taxable income, after deducting the qualifying distribution for that year of assessment, using tax rates enacted or substantively enacted at the reporting date, and any adjustments to tax payable in respect of previous years. In accordance with the status as a REIT, dividends declared meet the requirements of a qualifying distribution for the purposes of section 25BB of the Income Tax Act, No 58 of 1962, as amended (Income Tax Act).

Withholding tax relating to foreign distributions received is recognised as part of the tax expense, and the financial results are reflected at the gross amounts, before withholding tax.

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Estimates and judgements involved for taxationThe Group is subject to income taxes in numerous jurisdictions and the calculation of the Group’s tax charge and provision for income taxes necessarily involves a degree of estimation and judgement. There are transactions and tax computations for which the ultimate tax treatment or result is uncertain, or in respect of which the relevant tax authorities may or could indicate disagreement with the Group’s treatment and accordingly the final tax charge cannot be determined until resolution has been reached with the relevant tax authority.

Operating profit Operating profit included in profit or loss represents the net property income earned from investment property, adjusted for other operating expenses and income.

Changes in significant accounting policiesThe Group has applied IFRS 9 and IFRS 15 from 1 July 2018. A number of other new standards are also effective from 1 July 2018 but they do not have a material effect on the Group’s financial statements.

Due to the transition methods chosen by the Group in applying these standards, comparative information throughout these financial statements has not been restated to reflect the requirements of the new standards.

Standard Nature of change

IFRS 9 Financial instruments

General IFRS 9 sets out requirements for recognising and measuring financial assets and financial liabilities. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement.

As a result of the adoption of IFRS 9, the Group has adopted consequential amendments to IAS 1 Presentation of Financial Statements, which require impairment of financial assets to be presented in a separate line item in the statement of profit or loss and other comprehensive income, rather than including the impairment of trade receivables in other expenses.

Additionally, the Group has adopted consequential amendments to IFRS 7 Financial Instruments: Disclosures that are applied in disclosures for 30 June 2019 but have not been generally applied to comparative information.

There has been no material impact, net of tax, due to the transition to IFRS 9 on the opening balance of reserves, retained earnings and NCI.

Classification and measurement of financial assets and financial liabilities

IFRS 9 contains three principal classification categories for financial assets: measure at amortised cost, FVOCI and FVTPL. The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. IFRS 9 eliminates the previous IAS 39 categories of held to maturity, loans and receivables and available for sale.

IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial liabilities.

The adoption of IFRS 9 has not had a significant effect on the Group’s accounting policies related to financial liabilities and derivative financial instruments.

The table below explains the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of the Group’s financial assets and financial liabilities as at 1 July 2018. The carrying amounts of financial assets and financial liabilities on 1 July 2018 did not change as a result of the implementation of IFRS 9.

Significant accounting policies continued

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Changes in significant accounting policies (continued)

Standard Nature of change

IFRS 9 Financial instruments (continued)

Original classification under IAS 39 New classification under IFRS 9

Financial assetsCash and cash equivalents Loans and receivables Amortised costTrade and other receivables Loans and receivables Amortised costDerivative assets Fair value – hedging instrument Fair value – hedging instrumentListed investments Designated as at FVTPL Mandatorily at FVTPLUnlisted investments Not applicable Mandatorily at FVTPLLong-term loans granted Designated as at FVTPL Mandatorily at FVTPL

Financial liabilitiesTrade payables Other financial liabilities Other financial liabilities Derivative liabilities Fair value – hedging instrument Fair value – hedging instrumentTax payables Other financial liabilities Other financial liabilities Interest-bearing borrowings Designated as at FVTPL Designated as at FVTPLDeferred tax liabilities Other financial liabilities Other financial liabilities

Impairment of financial assets

IFRS 9 replaces the “incurred loss” model in IAS 39 with an “expected credit loss” (ECL) model. The new impairment model applied to the Group’s financial assets measured at amortised cost. Under IFRS 9, credit losses are recognised earlier than under IAS 39.

No additional allowance for impairment as a result of IFRS 9 has been determined as at 1 July 2018.

Transition The Group has used an exemption not to restate comparative information for prior periods with respect to classification and measurement (including impairment) requirements. Accordingly, the information presented in 2018 does not generally reflect the requirements of IFRS 9, but rather those of IAS 39.

The following assessments have been made on the basis of the facts and circumstances that existed at the date of initial application: • The determination of the business model within which a financial asset is held • The designation and revocation of previous designations of certain financial assets and financial liabilities as

measured at FVTPL.

IFRS 15 Revenue from Contracts with Customers

General Leases are specifically scoped out of IFRS 15. The majority of revenue is derived from rental income and the impact of this new standard is therefore immaterial.

STANDARDS AND INTERPRETATIONS ISSUED AND NOT YET EFFECTIVEThe Group has chosen not to early adopt the following standards and interpretations, which have been published and are mandatory for the Group’s accounting periods beginning on or after 1 January 2019 or later periods.

Accounting standard or interpretation Nature of change Impact on the financial statements

IFRS 16 Leases – Effective for the financial reporting period ending 30 June 2020

New standard that introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments.

The Group is party to leasing contracts as the lessee for numerous properties under operating leases. Note 7.6 provides the minimum contracted rental expense which will be impacted by IFRS.

The impact of IFRS 16 is not expected to result in any material changes as the Group is the lessor.

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Property portfolio

Property portfolio

69 Property portfolio summary

71 Property portfolio detail – South Africa

85 Analysis of Growthpoint RSA tenant base

86 Analysis of V&A Waterfront tenant base

87 Property portfolio detail – Australia

89 Analysis of Growthpoint Australia tenant base

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Number ofproperties

GLAm²

Vacancym²

Vacancy %

Value Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

Forwardyield

%

RETAIL PORTFOLIO

Regional shopping centres 21 980 185 31 443 3.2 22 600.8 22 963 207.03 8.2Community shopping centres 16 310 347 18 218 5.9 5 928.0 19 102 182.05 8.4Neighbourhood shopping centres 5 34 971 3 186 9.1 322.9 9 234 122.47 9.6Retail warehouses 1 3 914 – – 25.8 6 592 * 7.5Speciality centres 4 52 580 385 0.7 958.7 18 233 158.18 8.6Vacant land (including house) 2 – – – 9.3 – – –

Total retail 49 1 381 997 53 232 3.9 29 845.5 21 523 196.96 8.3

OFFICE PORTFOLIO

High-rise offices 17 274 456 14 298 5.2 6 499.0 23 680 178.30 8.5Low-rise offices* 81 615 531 60 901 9.9 11 056.7 17 934 164.98 8.8Office parks 62 742 239 98 598 13.3 11 237.3 15 080 144.15 8.3Mixed use: Office and retail 3 43 334 794 1.8 860.5 19 855 170.36 7.9Vacant land 10 – – – 2 092.8 – – –

Total office 173 1 675 560 174 591 10.4 31 746.3 17 661 159.07 8.5

INDUSTRIAL PORTFOLIO

Industrial – distribution centre 68 720 826 34 686 4.8 4 547.8 6 182 57.03 9.5Industrial – heavy manufacturing 3 86 518 1 – 153.1 1 770 18.26 10.4Industrial – light manufacturing 42 344 743 16 387 4.8 1 505.6 4 361 42.87 9.6Industrial – warehouse 26 181 547 20 718 11.4 982.3 5 253 55.40 9.2Industrial park 20 506 763 38 404 7.6 3 173.9 6 198 57.75 8.6Industrial – warehouse showroom 10 68 266 5 915 8.7 546.8 8 010 89.22 9.4Industrial – workshops 33 317 997 22 165 7.0 1 777.2 5 570 62.48 9.8Office – low rise 3 10 816 1 453 13.4 130.6 12 075 104.72 8.4Retail warehouse 1 22 425 – – 166.7 7 434 * 8.7Heliport 1 2 427 – – 18.0 7 417 92.50 9.8Vacant land 12 – – – 681.9 – – –

Total industrial 219 2 262 328 139 729 6.2 13 683.9 5 676 55.35 9.2

The Healthcare Fund 5 72 121 – – 2 625.6 35 917 273.17 8.7

Trading and development 5 32 727 – – 454.5 – – –

Total Growthpoint (RSA excluding V&A) 451 5 424 733 367 552 6.8 78 355.8 13 866 127.05 8.5

Property portfolio summary30 June 2019

*���Includes�an�equity-accounted�building.

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ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Number ofproperties

GLAm²

Vacancym²

Vacancy %

Value Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

Forwardyield

%

V&A WATERFRONT

Retail property 47 469 414 0.9 4 932.0 103 893 614.78 6.8Office property 75 952 1 369 1.8 2 366.0 31 149 203.68 8.0Fishing and industrial property 49 369 – – 729.0 14 779 85.15 8.5Hotel and residential 52 700 957 1.8 1 108.0 21 023 186.68 8.3Undeveloped bulk – – – 432.0 – – –

Total V&A Waterfront 1 225 490 2 740 1.2 9 567.0 40 512 260.07 7.5

Total Growthpoint (RSA) 452 5 650 223 370 292.18 6.6 87 922.8 14 865 132.67 8.4

GROWTHPOINT AUSTRALIA

Industrial 31 718 065 8 210 1.0 12 125.6 16 916 136.62** 6.9Office 26 308 401 5 731 1.8 26 581.2 88 324 560.14** 6.0

Total Australia 57 1 026 466 13 941 1.4 38 706.8 38 371 263.22** 6.3

Total Growthpoint 509 6 676 689 384 233 5.8 126 629.6 17 616 145.11 7.6

Gross rental/m² per month is the weighted average actual gross rental, consisting of net rental, operating cost recoveries and recovery of assessment rates.

Forward yield is the budgeted net income for the year to 30 June 2020 as a percentage of the property value.

Property portfolio summary continued30 June 2019

*� Single-tenanted�properties.**� Based�on�rental�per�annum�in�AUD.***� Equity-accounted�buildings.

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Property portfolio detail – South Africa30 June 2019

Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

RETAIL PORTFOLIO

Regional shopping centres 980 185 3.2 22 600.8 22 963 207.03

1 Alberton City Alberton 45 513 3.8 1 068.3 23 473 209.75

2 Bayside Mall Table View, Cape Town 45 206 3.1 930.4 20 581 224.49

3 Brooklyn Mall and Brooklyn Square – 75% Brooklyn, Pretoria 56 334 3.6 2 124.7 37 716 306.87

4 City View Greyville, Durban 40 706 4.6 323.4 7 945 102.57

5 Festival Mall Kempton Park 82 754 – 1 754.2 21 198 159.08

6 Greenacres Shopping Centre Greenacres, Port Elizabeth 49 530 0.7 1 485.0 29 982 284.78

7 Keywest Shopping Centre Krugersdorp 52 472 – 1 022.4 19 295 196.92

8 Kolonnade – 50% Montana Park, Pretoria 38 284 1.6 1 173.2 30 644 247.33

9 La Lucia Mall La Lucia, Durban 37 287 8.3 1 303.9 33 655 278.46

10 Lakeside Mall Benoni 65 355 4.3 1 345.7 20 591 206.76

11 Longbeach Mall Noordhoek, Cape Town 31 640 2.1 484.0 15 093 161.25

12 N1 City Mall Goodwood, Cape Town 63 397 0.9 1 741.4 27 042 208.89

13 Northgate Mall – 50% North Riding, Johannesburg 44 560 6.9 787.8 17 680 182.22

14 Paarl Mall Paarl 38 940 – 947.2 24 324 185.57

15 River Square Shopping Centre Three Rivers, Vereeniging 38 454 4.8 512.2 13 320 152.87

16 The Avenues Springs 34 731 23.1 205.8 5 926 90.65

17 Vaal Mall – 66.7% Vanderbijlpark 44 029 – 1 385.5 31 468 246.50

18 Walmer Park Shopping Centre Walmer, Port Elizabeth 43 347 3.2 1 092.3 25 199 242.54

19 Watercrest Mall – 50% Durban 22 661 1.4 348.3 15 370 151.28

20 Waterfall Mall Rustenburg 49 883 2.4 1 628.0 32 637 267.26

21 Woodmead Retail Park Woodmead, Johannesburg 55 102 – 937.1 17 007 171.55

Community shopping centres 310 347 5.9 5 928.0 19 102 182.05

1 14th Avenue Hyper Roodepoort 25 507 – 251.7 9 868 110.74

2 Beacon Bay Retail Park Beacon Bay, East London 27 156 0.8 419.1 15 433 156.46

3 City Mall Klerksdorp 21 289 7.0 258.6 12 147 155.59

4 Gardens Centre Gardens, Cape Town 14 652 – 670.4 45 754 331.75

5 Golden Acre CBD, Cape Town 33 642 6.0 590.8 17 561 202.98

6 Helderberg Centre Somerset West, Cape Town 21 208 – 186.1 8 775 84.93

7 Hillcrest Corner – 50% Durban 11 771 2.0 211.8 17 993 172.21

8 Howard Centre Pinelands, Cape Town 14 600 4.4 372.7 25 527 207.69

9 Mark Park – Vereeniging Vereeniging 20 248 11.4 288.7 14 258 148.39

10 Meadowdale Value Centre Germiston 18 017 31.4 109.9 6 100 85.33

11 Middestad Mall Bellville, Cape Town 19 946 13.0 415.9 20 851 218.11

12 Sunward Park Boksburg 15 015 3.9 147.0 9 790 101.76

13 The Bridge – 27.5% Greenacres, Port Elizabeth 12 550 10.2 154.0 12 295 139.33

14 The Constantia Village Constantia, Cape Town 20 421 – 1 135.1 55 584 394.35

15 Village Square Randfontein 20 816 4.6 388.7 18 673 195.38

16 Westville Mall Durban 13 509 – 327.5 24 245 203.42

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ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

RETAIL PORTFOLIO (continued)

Neighbourhood shopping centres 34 971 9.1 322.9 9 234 122.47

1 Edgars Bloemfontein Bloemfontein 5 985 – 13.1 2 189 104.22

2 Grand Parade Centre CBD, Cape Town 10 479 – 132.7 12 664 135.14

3 Palm Springs Springs 11 815 4.9 107.8 9 124 115.27

4 Sportman's Warehouse Tyger Valley Bellville, Cape Town 3 503 – 52.3 14 930 141.27

5 Stanger Stanger, Durban 3 189 81.6 17 5 331 117.21

Retail warehouses 3 914 – 25.8 6 592 *

1 Amrel Alberton Alberton 3 914 – 25.8 6 592 *

Speciality centres 52 580 0.7 958.7 18 233 158.18

1 East Rand Value Mall Boksburg 13 873 – 198.7 14 322 132.38

2 Fourways Crossing – 50% Fourways, Johannesburg 25 193 1.5 552.9 21 947 186.39

3 Virgin Active (River Square) Three Rivers, Vereeniging 3 250 – 42.8 13 169 126.08

4 Waterfall Mall Value Centre Rustenburg 10 264 – 164.3 16 007 *

Vacant land – – 9.3 – –

1 River House Rustenburg – – 6.3 – –

2 Waterfall Cashan Three Rivers, Vereeniging – – 3.0 – –

Total retail 1 381 997 3.9 29 845.5 21 523 196.96

OFFICE PORTFOLIO

High-rise offices 274 456 5.2 6 499.0 23 680 178.30

1 11 Adderley CBD, Cape Town 22 190 7.5 218.7 9 856 128.24

2 33 Bree and 30 WaterKant CBD, Cape Town 12 941 2.7 304.9 23 560 136.77

3 36 Hans Strijdom CBD, Cape Town 12 836 – 395.4 30 804 *

4 44 On Grand Central Midrand 7 450 2.6 135.4 18 174 192.02

5 Discovery 1 and 2 – 55% Sandhurst, Sandton 64 127 – 2 195.5 34 237 *

6 ENS House Foreshore, Cape Town 18 000 – 332.1 18 450 *

7 Fredman Towers Sandton 14 858 12.1 274.1 18 449 183.20

8 Infotech Building Hatfield, Pretoria 10 352 59.9 85.0 8 211 140.54

9 Menlyn Corner Menlyn, Pretoria 10 188 – 227.6 22 340 172.40

10 Newlands On Main Claremont, Cape Town 13 225 – 324.6 24 544 170.43

11 Paramount Place Claremont, Cape Town 12 638 – 230.7 18 255 145.11

12 Roggebaai Place Foreshore, Cape Town 13 113 – 337.8 25 761 152.06

13 Sanofi House Midrand 8 038 9.8 91.2 11 345 119.29

14 The Annex – 50% Sandton 10 126 – 345.1 34 079 270.01

15 The District Woodstock, Cape Town 18 632 17.5 349.7 18 769 132.53

16 The Terraces CBD, Cape Town 12 830 – 234.6 18 286 133.37

17 The Towers – 50% Sandton 12 912 – 416.6 32 265 315.10

Property portfolio detail – South Africa continued30 June 2019

*� Single-tenanted�properties.

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*� Single-tenanted�properties.

Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

OFFICE PORTFOLIO (continued)

Low-rise offices 615 531 9.9 11 056.7 17 934 164.98

1 1 Sixty Jan Smuts Avenue Rosebank, Johannesburg 16 655 16.8 250.8 15 058 136.55

2 10 St Andrews Road Parktown, Johannesburg 7 875 67.9 74.0 9 397 146.65

3 100 West Street Sandton 3 850 – 94.4 24 519 162.38

4 103 Central Street Houghton, Johannesburg 2 338 20.3 39.7 16 981 162.47

5 11B Riley Road Bedfordview 4 438 16.7 56.7 12 776 101.68

6 12 Alice – 50% Sandton 8 772 – 231.5 26 392 182.45

7 138 West Sandown 10 743 – 207.5 19 315 179.03

8 151 On 5th Sandton 12 486 68.9 134.6 10 780 140.64

9 200 on Main Claremont, Cape Town 4 601 – 94.2 20 474 170.90

10 24 Flanders Mount Edgecombe, Durban 6 535 – 123.1 18 837 139.06

11 25 Rudd Road Illovo, Sandton 3 157 – 49.1 15 552 156.56

12 271 Veale Street Brooklyn, Pretoria 4 614 – 69.6 15 086 *

13 28 Fricker Road Illovo, Sandton 6 177 20.2 115.5 18 699 178.35

14 3 The Boulevard Westville, Durban 3 051 – 42.9 14 061 135.50

15 3012a William Nicol Bryanston, Sandton 7 282 – 103.0 14 145 99.45

16 3021 William Nicol Bryanston, Sandton 6 646 – 101.3 15 242 158.03

17 34 and 36 Fricker Road Illovo, Sandton 4 844 – 105.7 21 821 180.36

18 36 Wierda Road West Wierda Valley, Sandton 2 933 5.6 37.8 12 889 118.03

19 4 Fricker Road Illovo, Sandton 4 796 – 105.5 21 996 173.36

20 4 Pencarrow Umhlanga Ridge, Durban 2 392 – 45.7 19 105 164.47

21 442 On Rigel Erasmusrand, Pretoria 4 270 – 54.0 12 646 *

22 50 Wierda Road Wierda Valley, Sandton 2 362 – 38.1 16 130 172.16

23 68 Oak Avenue, Technopark Centurion, Pretoria 4 454 53.7 27.4 6 151 88.04

24 7 Wessels Road Rivonia, Sandton 2 374 – 19.3 8 130 125.40

25 70 Grayston Sandton 4 146 – 51.5 12 420 137.25

26 8 Rivonia Illovo, Sandton 5 329 – 116.0 21 768 *

27 82 Grayston Drive Bryanston, Sandton 7 358 5.6 99.3 13 495 137.88

28 ADT House Goodwood, Cape Town 5 388 – 66.8 12 398 114.85

29 Advocates Chambers Sandton 7 445 – 151.1 20 296 150.46

30 Albion Springs Rondebosch, Cape Town 3 784 – 72.5 19 158 155.92

31 Anslow Park Lyme Park, Sandton 11 986 – 338.9 28 275 *

73

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

OFFICE PORTFOLIO (continued)

Low-rise offices (continued)

32 Anslow Phase 2 Lyme Park, Sandton 10 713 – 250.5 23 383 *

33 Autumn Road Rivonia, Sandton 10 005 – 134.8 13 473 109.22

34 Azoteq Paarl 1 720 – 25.0 14 535 *

35 Boundary Place Illovo, Sandton 3 658 1.9 71.8 19 628 178.31

36 Bridge Park – 50% Milnerton, Cape Town 9 050 – 240.1 26 532 *

37 Brookfield Office Park Brooklyn, Pretoria 7 600 18.6 124.6 16 396 166.28

38 Deloitte & Touche (SA) La Lucia Ridge, Durban 6 313 – 153.8 24 362 172.29

39 Devcon Place Rivonia, Sandton 3 680 4.3 36.9 10 026 102.78

40 Eastgate 20 Kramerville, Sandton 4 556 – 124.8 27 392 202.01

41 EOH Waterfall Midrand 8 467 – 155.6 18 376 *

42 Eton Road Sandhurst,Sandton 1 338 – 18.5 13 827 180.12

43 Georgian Crescent Bryanston, Sandton 6 367 26.0 72.5 11 387 143.05

44 Glenfield Office Park Faerie Glen, Pretoria 5 165 5.5 78.5 15 198 121.97

45 Grayston Place Sandton 5 184 – 98.1 18 924 *

46 Grosvenor Corner Parktown North, Johannesburg 13 891 18.7 237.2 17 075 154.12

47 Homestead Place Rivonia, Sandton 5 496 – 65.5 11 918 129.34

48 Honeywell Midrand 3 818 – 57.2 14 984 116.03

49 Hunts End Wierda Valley, Sandton 10 195 34.6 132.1 12 958 131.75

50 Illovo Boulevard Piazzas Illovo, Sandton 497 – 5.8 11 670 146.96

51 Inanda Greens Wierda Valley, Sandton 40 774 9.9 940.4 22 622 194.78

52 Inyanda 1,3 and 4 Parktown North, Johannesburg 23 196 – 456.8 19 693 *

53 Inyanda 2 Parktown North, Johannesburg 10 401 – 226.7 21 796 185.12

54 Lakeside 2 Centurion, Pretoria 21 708 – 19.8 912 187.90

55 Lincoln On The Lake Umhlanga Ridge, Durban 6 425 11.8 101.3 15 766 159.08

56 Longkloof Studios Gardens, Cape Town 11 953 9.0 226.5 18 949 157.57

57 Lumley House Parktown North, Johannesburg 2 742 6.3 35.9 13 094 150.60

58 Mayfair On The Lake Umhlanga Ridge, Durban 6 171 18.5 92.7 15 023 158.96

59 Merck Longmeadow Edenvale 4 163 – 67.9 16 310 *

60 Microsoft Office Park Bryanston, Sandton 9 484 – 197.2 20 792 176.23

61 Morningside 1331 Morningside, Sandton 3 492 – 69.6 19 931 252.34

Property portfolio detail – South Africa continued30 June 2019

*� Single-tenanted�properties.

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*� Single-tenanted�properties.***� Equity-accounted�buildings.

Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

OFFICE PORTFOLIO (continued)

Low-rise offices (continued)

62 Nautica Granger Bay 5 830 11.4 115.2 19 760 174.22

63 Oxford Corner Rosebank, Sandton 9 108 – 261.8 28 744 226.72

64 Peter Place 24 Lyme Park, Sandton 4 229 35.6 60.3 14 260 125.23

65 Pharos House Westville, Durban 5 503 – 78.0 14 175 145.84

66 Ridgeview Umhlanga Umhlanga Ridge, Durban 6 659 – 168.0 25 229 181.16

67 Sandown Erf 169 Sandhurst, Sandton 2 069 – 39.4 19 044 *

68 Sandown Erven 159 – 162 Sandhurst, Sandton 2 514 25.9 51.3 20 406 181.12

69 Sandown Mews Sandown, Sandton 21 176 3.3 365.7 17 269 144.26

70 Sovereign Quay Greenpoint, Cape Town 8 795 – 166.6 18 943 170.78

71 St David's Park Parktown, Johannesburg 12 156 17.0 105.0 8 638 125.51

72 Strathavon 11 Strathavon, Sandton 9 188 3.3 142.0 15 454 143.84

73 Summit Place Gardens, Cape Town 1 869 100.0 23.3 12 467 –

74 Tata 1 and 2 – 50%*** Illovo, Sandton 2 439 7.9 48.6 19 926 *

75 The Boulevard Umhlanga Ridge, Durban 10 324 16.1 254.4 24 641 171.47

76 The Place Sandton 35 396 21.3 850.1 24 017 205.85

77 Tsebo House Rosebank, Johannesburg 2 035 – 41.9 20 590 176.98

78 Tygerberg Park (Phases 1, 2 and 4) Plattekloof, Cape Town 11 681 – 215.6 18 458 150.98

79 Tygerberg Park (Phases 3, 5 and 6) Plattekloof, Cape Town 18 852 7.0 377.4 20 019 155.72

80 Wierda Court Wierda Valley, Sandton 2 232 72.4 29.6 13 259 157.50

81 Wierda Gables Wierda Valley, Sandton 2 173 9.3 26.9 12 378 152.27

Office parks 742 239 13.3 11 237.3 15 080 144.15

1 1 Frosterley La Lucia Ridge, Durban 2 509 5.5 43.3 17 259 152.50

2 1 Montgomery Mount Edgecombe, Durban 10 376 4.9 138.8 13 377 99.60

3 10 Riviera Road Killarney, Johannesburg 1 293 20.8 17.3 13 379 154.07

4 19 Impala Road Chislehurston 2 743 16.9 35.8 13 052 161.15

5 22 Impala Road Chislehurston 1 092 100.0 9.9 9 067 –

6 23 Impala Road Chislehurston 1 825 8.7 22.6 12 381 150.95

7 257 Oxford Road Illovo, Sandton 3 154 22.5 41.7 12 705 134.88

8 29 Impala Road Chislehurston 1 376 – 22.5 16 355 161.50

9 31 Impala Road Sandton 959 13.1 8.3 8 655 144.83

10 33 Fricker Road Illovo, Sandton 6 353 21.2 134.9 21 236 194.91

11 35 and 37 Wierda Road West Sandton – – 36.0 – 59.23

12 35 Impala Road Sandton 1 400 – 17.2 12 286 *

13 4 Frosterly Umhlanga, Durban 3 167 – 63.6 20 082 146.35

14 9 Frosterley Crescent La Lucia, Durban 1 138 – 15.9 13 977 163.40

15 BCX Durban 2 La Lucia Ridge, Durban 4 906 – 100.1 20 404 *

16 BCX Durban 3 La Lucia Ridge, Durban 939 – 17.2 18 317 *

75

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

OFFICE PORTFOLIO (continued)

Office parks (continued)

17 Belmont Office Park Rondebosch, Cape Town 15 092 – 288.4 19 110 159.99

18 Belvedere Office Park Bellville, Cape Town 5 996 – 96.9 16 161 144.51

19 Bogare Menlyn, Pretoria 6 301 – 120.9 19 187 171.74

20 British Consul General Dunkeld West, Johannesburg 1 048 – 20.0 19 084 148.40

21 Centennial Place Milnerton, Cape Town 12 191 18.9 211.2 17 325 161.27

22 Central Park – Midrand Midrand 34 338 17.7 358.4 10 438 110.34

23 Chislehurston Chislehurston 2 169 – 36.1 16 644 164.94

24 Constantia Park Roodepoort 74 242 7.1 1 191.1 16 043 129.27

25 Country Club Estate Woodmead, Johannesburg 33 142 11.0 522.6 15 769 121.09

26 Ditsela Place Hatfield, Pretoria 2 987 33.2 42.9 14 363 127.67

27 Edgecombe Office Park La Lucia , Durban 4 608 6.6 74.5 16 168 143.10

28 Equity House Dunkeld West, Johannesburg 1 624 – 21.4 13 176 153.49

29 Eton Office Park Bryanston, Sandton 8 883 38.0 123.8 13 937 140.67

30 Freestone Park Kramerville, Sandton 5 468 24.0 77.2 14 118 186.32

31 Gilloolys View Bedfordview 20 150 3.5 349.7 17 355 122.17

32 Golf Park Mowbray, Cape Town 30 838 – 580.9 18 837 134.97

33 Grayston Office Park Sandton 13 632 37.3 216.3 15 867 123.91

34 Hatfield Gardens Hatfield, Pretoria 25 927 6.1 427.8 16 500 153.25

35 Healthcare Park Woodmead, Johannesburg 13 694 11.7 206.7 15 094 153.63

36 Homestead Park Rivonia, Sandton 10 820 7.7 77.9 7 200 100.15

37 Illovo Corner Illovo, Sandton 10 817 50.2 205.3 18 979 217.76

38 Kirstenhof Office Park Sunninghill, Sandton 3 854 – 48.2 12 506 122.01

39 Lakeside 3 Centurion, Pretoria 6 428 – 160.3 24 938 *

40 Morningside Close Morningside, Sandton 4 419 8.8 46.6 10 546 109.60

41 Ogilvy Building Bryanston, Sandton 9 155 – 147.2 16 079 *

42 Pavilion Office Park Rivonia, Sandton 3 700 10.2 19.8 5 352 102.24

43 Peter Place Office Park Bryanston, Sandton 8 771 6.1 133.0 15 163 137.89

44 Pinewood Office Park Woodmead, Johannesburg 7 134 8.8 75.5 10 582 124.56

45 Pinmill Kramerville, Sandton 22 938 51.5 299.1 13 039 148.12

46 River Park Mowbray, Cape Town 13 383 0.8 316.8 23 672 154.08

47 Riverwood Office Park Bedfordview 10 750 – 116.7 10 856 177.11

48 Riviera Road Office Park Killarney, Johannesburg 4 857 – 85.2 17 542 155.97

49 Rosebank Office Park Parktown North, Johannesburg 4 226 29.2 51.7 12 235 143.87

50 Sandton Close Sandton 12 484 30.5 147.5 11 815 130.40

51 Standard Bank Umhlanga Umhlanga Ridge, Durban 3 215 9.3 34.0 10 576 125.61

52 Sunnyside Ridge Parktown, Johannesburg 30 141 17.7 330.6 10 751 127.22

53 The Estuaries Montague Gardens, Cape Town 11 812 13.6 246.5 20 869 165.23

Property portfolio detail – South Africa continued30 June 2019

*� Single-tenanted�properties.

Growthpoint Properties Limited Group annual financial statements 30 June 201976

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*� Single-tenanted�properties.

Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

OFFICE PORTFOLIO (continued)

Office parks (continued)

54 The Oval – Bryanston Bryanston, Sandton 10 952 15.2 147.5 13 468 121.38

55 The Oval Newlands Newlands, Cape Town 8 598 – 295.7 34 391 232.51

56 The Park On 16th Blocks ABC Midrand 5 553 100.0 39.7 7 149 –

57 The Park On 16th Blocks DEF Midrand 14 898 100.0 94.0 6 310 –

58 The Village Faerie Glen, Pretoria 6 413 16.1 80.8 12 599 106.10

59 Waterfall Park Midrand 8 103 – 138.0 17 031 160.25

60 Willowbridge Bellville, Cape Town 6 670 – 145.0 21 739 165.81

61 Woodlands Office Park Woodmead, Johannesburg 126 051 4.3 1 750.2 13 885 164.83

62 Woodmead Estate Woodmead, Johannesburg 20 537 2.6 312.6 15 221 122.46

Mixed use: Office and retail 43 334 1.8 860.5 19 855 170.36

1 De Waterkant Centre Greenpoint, Cape Town 6 631 3.5 115.2 17 374 149.10

2 Menlyn Piazza Menlyn, Pretoria 7 033 7.0 85.1 12 097 148.31

3 Montclare Place Claremont, Cape Town 29 670 – 660.2 22 249 179.36

Vacant land/land under development – – 2 092.8 – –

1 144 Oxford Road Illovo, Sandton – – 691.7 – –

2 29 Richefont Umhlanga Ridge, Durban – – 59.3 – –

3 32 On Kloof Gardens, Cape Town – – 66.2 – –

4 Draper On Main Claremont, Cape Town – – 138.0 – –

5 IBM Sandton – – 374.2 – –

6 Lakeside 1 Centurion, Pretoria – – 541.7 – –

7 MLT House Gardens, Cape Town – – 15.4 – –

8 Ncondo Place Umhlanga Ridge, Durban – – 47.7 – –

9 Quarry Hill Tyger Valley – – 57.7 – –

10 Site B, Foreshore Foreshore, Cape Town – – 100.9 – –

Total office 1 675 560 10.4 31 746.3 17 661 159.07

INDUSTRIAL PORTFOLIO

Industrial – distribution centres 720 826 4.8 4 547.8 6 182 57.03

1 10 Richard Carte Road Mobeni, Durban 20 142 – 118.6 5 888 58.47

2 116 Teakwood Road Umbilo, Durban 4 948 – 28.8 5 821 *

3 131 Bofors Epping, Cape Town 7 071 – 37.1 5 247 *

4 2 Baker Street Marconi Beam, Cape Town 8 268 – 55.1 6 664 61.01

5 20 Rustic Close Westmead, Durban 16 301 – 101.9 6 251 65.76

6 28 Sacks Circle Bellville, Cape Town 24 273 – 123.0 5 067 *

7 57 Mobile Road Airport Industria, Cape Town 2 940 – 19.6 6 667 *

8 Adcock Ingram Midrand 21 536 – 228.4 10 605 *

9 Aeroport Spartan, Kempton Park 12 972 – 76.6 5 905 61.56

10 Albert Amon 212 Meadowdale, Germiston 1 512 – 8.1 5 359 *

77

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

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Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

INDUSTRIAL PORTFOLIO (continued)

Industrial – distribution centre (continued)

11 Allen Road Elandsfontein 6 088 71.8 44.7 7 342 *

12 Alrode 706 Alrode, Alberton 7 252 – 30.8 4 247 *

13 Alternator Montague Gardens, Cape Town 8 821 – 49.8 5 646 *

14 Astron Denver, Johannesburg 14 325 – 64.4 4 496 *

15 Aviation Place Airport Industrial, Cape Town 2 200 – 17.1 7 773 *

16 Bofors 2 Epping, Cape Town 12 938 21.8 54.2 4 189 47.19

17 Bunkers Hill Isipingo, Durban 10 303 – 64.5 6 260 67.41

18 Chain Avenue Montague Gardens, Cape Town 12 698 – 68.3 5 379 50.67

19 Chemserve Randjespark, Midrand 9 834 – 65.6 6 671 *

20 Covora Jet Park, Boksburg 6 366 – 39.1 6 142 *

21 Dacres Epping, Cape Town 4 768 – 21.7 4 551 *

22 Eagle Freight Meadowdale, Germiston 7 725 – 63.8 8 259 *

23 Ebony Meadowdale, Germiston 11 365 – 83.6 7 356 63.07

24 Elvan Fishers Hill, Germiston 17 688 – 93.0 5 258 *

25 Engine Avenue Montague Gardens, Cape Town 1 730 – 9.5 5 491 *

26 Eskom Road New Germany 6 649 – 46.8 7 039 63.62

27 Fitzmaurice Epping, Cape Town 25 970 – 97.0 3 735 35.68

28 Foreshore Maydon Wharf, Durban 9 247 – 17.3 1 871 *

29 Fourwinds Montague Gardens, Cape Town 4 618 – 31.8 6 886 *

30 Galrode Alrode, Alberton 32 132 – 109.4 – 37.13

31 Gewel Isando, Kempton Park 2 203 – 10.4 4 720 *

32 GIE 1 Portions 1 and 2 of Erf 308 Meadowdale, Germiston 17 406 – 143.1 8 221 64.72

33 GIE 2 Remainder of Erf 306 Meadowdale, Germiston 6 553 – 45.4 6 928 *

34 GIE 3 Portion 3 of Erf 306 Meadowdale, Germiston 13 869 – 100.4 7 239 *

35 GIE 4 Erf 307 Meadowdale, Germiston 3 734 – 26.9 7 205 *

36 GIE 4B Erf 307 (remainder) Meadowdale, Germiston 14 571 30.0 146.8 10 075 *

37 Global Isando, Kempton Park 8 343 – 65.2 7 815 *

38 Goodrich Prospecton, Durban 5 857 – 40.1 6 847 *

39 Greenbushes Port Elizabeth Port Elizabeth 13 539 – 82.0 6 057 *

40 Grenville Epping, Cape Town 16 220 100.0 116.0 7 152 –

41 Hawland Midrand 5 223 – 33.1 6 337 *

42 Highway Wilbart, Germiston 3 383 – 25.0 7 389 *

43 Hillclimb Road Pinetown 4 211 – 29.0 6 887 *

44 Independence Square Ottery, Cape Town 7 923 – 43.1 5 440 54.43

45 Isipingo 2257 Prospecton, Durban 9 774 – 70.7 7 233 *

Property portfolio detail – South Africa continued30 June 2019

*� Single-tenanted�properties.

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*� Single-tenanted�properties.

Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

INDUSTRIAL PORTFOLIO (continued)

Industrial – distribution centre (continued)

46 Kinghall 1 Epping, Cape Town 4 950 – 21.3 4 303 *

47 Kinghall 2 Epping, Cape Town 2 501 – 18.0 4 318 *

48 Lascelles Meadowbrook, Germiston 16 654 – 132.8 7 974 64.53

49 Laser Commercia Erf 64 Clayville, Midrand 4 929 – 20.8 4 220 *

50 Metkor Umbilo, Durban 20 530 – 114.1 5 558 56.17

51 Metprop Cape Epping, Cape Town 12 541 – 14.1 1 124 39.79

52 Montague Business Park – 25% Montague Gardens, Cape Town 41 008 8.8 380.9 8 405 71.26

53 Monte Carlo New Germany 8 914 – 56.3 6 316 63.32

54 Monteer Isando, Kempton Park 6 470 28.2 59.9 2 226 50.27

55 Mount Joy Elandsfontein 10 305 – 75.2 7 297 *

56 N1 Business Park – 20% Midrand 22 173 6.6 168.2 7 586 75.78

57 Nestle Bellville, Cape Town 16 255 – 131.4 8 084 *

58 Pick n Pay Pinetown Mahogany Ridge, Durban 9 866 – 63.3 6 416 *

59 Prolecon Prolecon, Johannesburg 20 947 – 74.6 3 561 37.99

60 Propower Parow, Cape Town 6 417 – 37.4 5 828 *

61 Protrans Jet Park, Boksburg 6 340 – 35.5 5 600 *

62 PS Props Boksburg North, Boksburg 6 744 – 31.8 4 715 *

63 Racetrack Midrand 5 923 – 48.0 8 104 *

64 Rectron Umhlanga Umhlanga Ridge, Durban 2 293 – 22.6 9 856 *

65 Trade Centre Mount Edgecombe Mount Edgecombe, Durban 14 306 – 92.8 6 487 *

66 Transfield Alrode, Alberton 4 382 – 38.0 – 89.24

67 Triangle Wilbart, Germiston 3 681 – 24.7 6 709 *

68 Wingfield Jet Park, Boksburg 7 208 – 39.3 5 454 *

Industrial – heavy manufacturing 86 518 – 153.1 1 770 18.26

1 DCD Dorbyl Boksburg Boksburg 45 182 – 85.0 1 881 *

2 DCD Dorbyl Duncanville Vereeniging 32 059 – 23.1 721 *

3 Maitland Maitland, Cape Town 9 277 – 45.0 4 851 48.64

Industrial – light manufacturing 344 743 4.8 1 505.6 4 361 42.87

1 57 On Gibson Aeroton, Johannesburg 4 511 – 16.8 3 724 *

2 Alrode Erf 34 Alrode, Alberton 7 490 – 23.0 3 070 *

3 Altergen Wadeville, Germiston 5 716 100.0 26.1 4 566 –

4 Belgrade Aeroport, Kempton Park 6 988 – 43.5 6 225 *

5 Chamroy Krugersdorp 10 790 – 14.3 1 325 *

6 Cummings Eastgate, Sandton 7 502 – 38.5 5 132 *

7 Epping 1 Epping Industria, Cape Town 1 846 – 6.9 3 738 *

8 Epping 2 Epping Industria, Cape Town 7 104 – 31.6 4 448 44.52

79

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

INDUSTRIAL PORTFOLIO (continued)

Industrial – light manufacturing (continued)

9 Epping 3 Epping Industria, Cape Town 2 962 – 12.8 4 321 *

10 Epping 4 Epping Industria, Cape Town 2 345 – 10.1 4 307 45.57

11 Epping 5 Epping Industria, Cape Town 2 594 – 11.1 4 279 46.54

12 Epping 6 Epping Industria, Cape Town 1 317 – 5.7 4 328 *

13 Equitable Dev Co Florida, Roodepoort 2 273 – 9.1 4 004 *

14 Fifers Spartan, Kempton Park 6 504 – 41.2 6 335 *

15 Gillets Pinetown 13 465 – 72.0 5 347 *

16 Goodenough Epping, Cape Town 10 128 – 48.1 4 749 *

17 Hewett Epping, Cape Town 7 031 – 28.9 4 110 *

18 Impala Road Eastgate, Sandton 6 175 72.4 32.6 5 280 66.33

19 Inanda Road Springfield Springfield Park, Durban 5 816 – 37.4 6 431 66.43

20 Isando 103 Isando, Kempton Park 2 581 – 5.8 2 248 *

21 Isando 104 Isando, Kempton Park 2 509 – 5.5 2 192 34.83

22 Isando 107 Isando, Kempton Park 1 929 – 7.1 3 681 *

23 Isobar Isando, Kempton Park 50 219 – 246.7 4 913 *

24 Mandy Road Reuven, Johannesburg 12 700 – 38.1 2 836 *

25 Midrand Central Business Park 519 Midrand 6 199 100.0 58.7 9 469 –

26 Montani Wynberg, Johannesburg 12 722 – 40.1 3 152 *

27 Moorsom Epping, Cape Town 16 808 – 61.6 3 665 *

28 Novex Kramerville, Sandton 3 560 – 16.3 4 579 *

29 Nuffield Nuffield, Springs 10 514 – 23.8 2 264 *

30 Paul Smit Anderbolt Boksburg 22 119 – 60.1 2 717 7.87

31 Penraz Industria, Johannesburg 20 708 – 79.9 3 858 *

32 Portion 35 Alrode Alrode, Alberton 10 333 – 27.6 2 671 *

33 Premier Equipment Boksburg 14 463 – 89.4 6 181 *

34 Protec Park Chloorkop, Kempton Park 5 645 – 34.5 6 111 73.80

35 Rojolea Lea Glen, Roodepoort 4 770 – 11.7 2 453 37.79

36 Rushair Aeroton, Johannesburg 12 647 – 91.5 7 235 *

37 Sebenza 137 Sebenza, Edenvale 3 698 – 14.5 3 921 *

38 Serenade Elandsfontein 3 390 – 12.4 3 658 26.17

39 Stormain Stormill, Roodepoort 2 495 – 16.9 6 774 *

40 Vereeniging Street 36 Alrode, Alberton 4 919 – 8.9 1 809 *

41 Watt Meadowdale, Germiston 2 824 – 16.8 5 948 *

42 Westmead Factory Westmead, Durban 4 434 – 28.0 6 315 62.13

Property portfolio detail – South Africa continued30 June 2019

*� Single-tenanted�properties.

Growthpoint Properties Limited Group annual financial statements 30 June 201980

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*� Single-tenanted�properties.

Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

INDUSTRIAL PORTFOLIO (continued)

Industrial – warehouse 181 547 11.4 982.3 5 253 55.40

1 23 Herman Road Meadowdale, Germiston 3 514 – 23.6 6 716 *

2 Afship Isando, Kempton Park 2 120 – 10.5 4 952 *

3 Builders Market Middelburg 12 973 100.0 12.7 979 –

4 Cempark Industria, Boksburg 36 375 5.0 118.3 3 211 35.63

5 Cornick Midrand 3 946 – 21.7 5 500 *

6 Dominic Corner Boksburg 7 478 – 40.6 5 429 *

7 Electron Isando, Kempton Park 6 370 – 36.9 5 793 45.38

8 Flamon Meadowdale, Germiston 1 994 – 12.9 6 475 59.36

9 Flemming Meadowdale, Germiston 1 390 – 7.7 5 540 *

10 Gemini Frankenwald, Sandton 1 300 – 8.9 6 845 *

11 Hulley Isando, Kempton Park 3 415 – 15.5 4 539 *

12 Isowrench Isando, Kempton Park 5 932 100.0 30.1 5 074 –

13 Linbro Linbro Park 4 004 – 33.9 8 466 *

14 Loper Corner Spartan, Kempton Park 1 533 – 8.1 5 284 53.29

15 Loper View Spartan, Kempton Park 2 116 – 10.6 5 009 54.20

16 Low Cost Marketing Sunnyrock ext 4, Germiston 3 007 – 15.3 5 088 *

17 Meadowbrook Estate Meadowbrook, Germiston 17 103 – 163.4 9 554 89.70

18 Midrand Central Business Park 517 Midrand 5 892 – 38.0 6 449 73.32

19 Midrand Central Business Park 518 Midrand 6 802 – 54.4 7 998 84.19

20 Midrand Central Business Park 520 Midrand 4 013 – 43.3 9 200 80.08

21 National Data Systems Selby, Johannesburg 13 529 – 71.1 5 255 *

22 Romatile Jet Park, Boksburg 4 608 – 23.9 5 186 56.19

23 Saligna Boksburg 9 320 – 92.8 7 735 *

24 Sparticor Spartan, Kempton Park 1 616 – 8.5 5 261 *

25 Vinimark Building – Linbro Park Linbro Park 2 762 – 19.2 6 950 *

26 Zandfontein Zandfontein, Pretoria 18 435 – 60.4 3 276 *

Industrial park 506 763 7.6 3 173.9 6 198 57.75

1 Central Park – Cape Town Elsiesrivier, Cape Town 49 135 – 217.4 4 425 49.51

2 Gold Reef Park Booysens, Johannesburg 20 480 3.8 72.3 3 530 43.71

3 Greenfield Industrial Park Airport Industrial, Cape Town 21 815 – 167.2 7 664 70.02

4 Growthpoint Business Park Midrand 68 701 31.3 575.2 8 372 88.29

5 Gunners Epping, Cape Town 28 592 9.4 103.1 3 606 46.02

6 Hilltop Industrial Park Elandsfontein 76 283 – 381.9 5 006 44.16

7 Lanner Place Falcon Park, Pinetown 14 466 – 83.9 5 800 63.63

8 Maitland Industrial Park Maitland, Cape Town 27 961 3.6 156.7 5 604 57.78

9 Mill Road Industrial Park Bellville, Cape Town 24 891 33.4 220.8 8 871 50.29

10 New Germany New Germany 10 466 – 39.3 3 755 45.66

81

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

INDUSTRIAL PORTFOLIO (continued)

Industrial park (continued)

11 Omni Park Aeroton, Johannesburg 41 264 2.3 200.7 4 864 48.12

12 Range Industrial Park Blackheath, Bellville 15 483 – 84.7 5 470 51.31

13 Runway Park Mobeni, Durban 12 160 – 59.2 4 869 43.05

14 Runway Park BPL – 50% Mobeni, Durban 14 443 – 128.9 – 98.94

15 Sterling Industrial Midrand 7 565 – 154.4 16 066 72.71

16 Trafford Park Pinetown 21 007 – 130.6 6 217 *

17 Tripark Kelvin View, Johannesburg 14 179 20.7 89.8 6 333 74.41

18 Wadestone Industrial Park Germiston 21 543 – 208.2 9 664 64.17

19 Western Province Park Goodwood, Cape Town 10 539 – 63.2 5 997 61.47

20 Westmead Industrial Park Pinetown 5 790 – 36.4 6 287 63.34

Industrial – warehouse showroom 68 266 8.7 546.8 8 010 89.22

1 Acacia Rosslyn, Pretoria 2 949 – 27.6 9 359 *

2 African Gabions Mahogany Ridge, Durban 5 314 – 25.4 4 780 *

3 Commercial City Strijdom Park, Randburg 14 883 2.0 125.2 8 412 82.25

4 Ellenby Motors Hatfield, Pretoria 5 542 – 79.8 14 398 *

5 Fountains Motown CBD, Pretoria 12 649 38.1 39.2 3 099 77.45

6 Gateway Alberton 5 907 3.7 35.2 5 959 78.95

7 N1 Tyre N1 City, Cape Town 1 345 42.8 17.1 12 714 *

8 Pasteur Northcliff, Johannesburg 3 074 – 38.3 12 459 *

9 Rivonia Crossing 1 Sunninghill, Sandton 14 848 – 150.9 10 163 85.86

10 Stormill 51 Stormill, Roodepoort 1 755 – 8.1 4 615 *

Industrial – workshops 317 997 7.0 1 777.2 5 570 62.48

1 Airport View Spartan, Kempton Park 1 072 – 5.5 5 132 *

2 Alumina Silvertondale, Pretoria 1 328 28.7 4.4 3 312 50.92

3 Belgor Spartan, Kempton Park 1 133 – 5.9 5 207 *

4 Celtis Business Park Stormill, Roodepoort 9 300 5.9 37.2 4 000 49.32

5 Chelsea Road Industrial Park New Germany 11 589 – 69.3 5 980 59.79

6 City Deep Industrial Park City Deep, Johannesburg 10 944 9.7 56.0 5 117 54.25

7 Clayville Mini Units Clayville, Midrand 8 217 25.0 37.7 4 588 55.49

8 Devro Park Pinetown 3 931 – 15.8 4 019 56.74

9 Eagle Industrial Park – 50% Richards Bay 7 699 – 36.3 3 958 46.45

10 Eastgate Business Park Eastgate, Sandton 13 875 – 98.3 7 085 79.12

11 Ferndale Commercial Park Strijdom Park, Randburg 4 281 7.9 20.1 4 695 62.01

12 Ferntowers Ferndale, Randburg 7 808 3.5 44.3 5 674 71.68

13 Fusie 142 Silvertondale, Pretoria 1 529 – 5.8 3 792 62.33

Property portfolio detail – South Africa continued30 June 2019

*� Single-tenanted�properties.

Growthpoint Properties Limited Group annual financial statements 30 June 201982

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*� Single-tenanted�properties.

Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

INDUSTRIAL PORTFOLIO (continued)

Industrial – workshops (continued)

14 Galaxy Linbro Park 11 181 16.5 81.5 7 289 77.27

15 Gallagher Place Midrand 8 606 – 40.6 4 718 58.98

16 Gillitts Road Industrial Park Pinetown 16 888 – 79.0 4 678 59.17

17 Glen Murray Industrial Park Redhill, Durban 8 357 – 58.1 6 952 79.04

18 Greystone Factory Glen Anil, Durban 1 985 – 36.3 18 287 *

19 Greystones Industrial Glen Anil, Durban 3 295 – 20.0 6 070 70.87

20 Growthpoint Industrial Estate Meadowdale, Germiston 23 448 3.1 156.0 6 653 65.81

21 Isando Industrial Park Isando, Kempton Park 11 936 21.5 58.1 4 868 53.71

22 Janhope Duncanville, Vereeniging 9 384 – 36.2 3 858 49.80

23 Knightsgate Driehoek, Germiston 16 778 7.9 86.6 5 162 54.19

24 Meadowdale Meadowdale, Germiston 16 349 23.7 103.7 6 343 81.18

25 Oude Moulen Maitland, Cape Town 10 205 – 65.7 6 438 60.91

26 Palm River Pinetown 8 156 5.0 44.3 5 432 70.47

27 Route 24 Meadowdale, Germiston 23 122 20.1 113.6 4 913 51.89

28 Route 41 Roodepoort 12 542 8.5 44.1 3 516 39.96

29 Scientia Pretoria East 12 072 8.7 79.8 6 610 76.64

30 Spartan View Spartan, Kempton Park 1 298 – 8.0 6 163 75.60

31 The Grove Business Estate Somerset West, Cape Town 17 659 – 86.6 4 904 53.97

32 Thynk Industrial Park Briardene, Durban 6 163 – 53.2 8 632 90.60

33 Westgate – 50% Pinetown 15 867 – 89.2 5 622 55.65

Office – low rise 10 816 13.4 130.6 12 075 104.72

1 African Products Meadowdale, Germiston 4 740 – 63.7 13 438 *

2 Commerce Corner Kramerville, Sandton 3 606 40.3 34.5 9 570 96.89

3 Corobrik Meadowdale, Germiston 2 470 – 32.4 13 116 107.96

Retail warehouse 22 425 – 166.7 7 434 *

1 M1 Place Eastgate, Sandton 22 425 – 166.7 7 434 *

Heliport 2 427 – 18.0 7 417 *

1 Greystones Heliport Glen Anil, Durban 2 427 – 18.0 7 417 *

Vacant land/land under development – – 681.9 – –

1 Blackheath Blackheath, Bellville – – 36.1 – –

2 Brickfield Corner Meadowdale, Germiston – – 39.7 – –

3 GIE – Common Roadway Meadowdale, Germiston – – 0.3 – –

4 GIE – Marketing Office Meadowdale, Germiston – – 2.4 – –

5 Maskew Isando, Kempton Park – – 4.5 – –

6 Mt Edgecombe Industrial Park Mount Edgecombe, Durban – – 181.6 – –

7 Neon Erf 26 Fulcom Park, Springs – – 4.5 – –

83

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(month/m²)

Rand

INDUSTRIAL PORTFOLIO (continued)

Vacant land/land under development (continued)

8 Sailor Malan – Erf 155/156 Aeroton, Johannesburg – 8.6 – –

9 Samrand Development Midrand – 326.9 – –

10 Samrand Erf 5437 – PTN 2 Midrand – 58.4 – –

11 Samrand Erf 5437 – PTN 3 Midrand – 16.2 – –

12 Samrand Erf 5437/1 Remainder Midrand – 2.7 – –

Total industrial 2 262 328 6.2 13 683.9 5 676 55.35

TRADE AND DEVELOPMENT 3 727 – 454.5 – –

1 Bakers development Cato Ridge 102.20

2 Bloekombome – Exarro Land Pretoria West – – 1.20 – –

3 Exarro Corporate Centre Pretoria West 32 727 – 129.30 – –

4 Pretoria Head and Neck Private Hospital Menlyn, Pretoria – – 164.50 – –

5 Woodburn Square Pietermaritzburg – – 57.30 – –

THE HEALTHCARE FUND 72 121 – 2 625.6 35 917 273.17

1 Gateway Private Hospital Umhlanga Ridge, Durban 13 843 – 729.0 52 662 *

2 Hillcrest Private Hospital Hillcrest, Durban 17 495 – 748.4 41 443 *

3 Louis Leipoldt Hospital Bellville, Cape Town 22 311 – 487.6 21 855 *

4 N1 Hospital Goodwood, Cape Town 14 022 – 556.2 38 817 *

5 N1 Medical Chambers Goodwood, Cape Town 4 450 – 104.4 23 461 *

Property portfolio detail – South Africa continued30 June 2019

*� Single-tenanted�properties.

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30 June 2019 30 June 2018

% ofGLA GLA (m²)

Numberof tenants

% ofGLA GLA (m²)

Numberof tenants

RetailA. Large tenants 66 876 542 18 68 910 720 19 B. Medium tenants 19 251 393 90 17 228 352 83 C. Other tenants 15 200 830 1 488 15 201 781 1 513

Total 100 1 328 765 1 596 100 1 340 853 1 615

30 June 2019 30 June 2018

% ofGLA GLA (m²)

Numberof tenants

% ofGLA GLA (m²)

Numberof tenants

OfficeA. Large tenants 26 396 858 19 29 481 944 19 B. Medium tenants 48 721 838 266 44 722 439 261 C. Other tenants 26 382 274 1 141 27 432 420 1 183

Total 100 1 500 970 1 426 100 1 636 803 1 463

30 June 2019 30 June 2018

% ofGLA GLA (m²)

Numberof tenants

% ofGLA GLA (m²)

Numberof tenants

IndustrialA. Large tenants 46 970 085 49 44 951 157 47 B. Medium tenants 46 976 607 300 47 1 022 776 315 C. Other tenants 8 175 909 426 9 189 812 458

Total 100 2 122 601 775 100 2 163 745 820

Category A consists of tenant groups occupying more than 10 000m² of space.Category B consists of tenant groups occupying between 1 000m² and 10 000m² of space.Category C consists of tenant groups occupying less than 1 000m² of space.

2019%

2018%

Rental escalationsRetail 6.9 7.0Office 8.1 7.4Industrial 8.2 8.1

Analysis of Growthpoint RSA tenant base30 June 2019

Current vacancy Monthly By FY20 By FY22By FY21 By FY23 By FY24 After FY24

Lease expiry by sector (% of GLA) RSA (excluding V&A Waterfront)30

25

20

15

10

5

0

3.9

10.4

6.2

6.2

3.4 4.6

16.0 18

.6 19.6 21

.1

15.9

14.6

13.3 14

.7

19.6

11.1

11.2 14

.1

13.7

12.4

9.8

14.7

13.4

11.5

■ Retail ■ Office ■ Industrial

85

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Retail Office Fishing and industrial Hotel and residential

GLA(m²)

Numberof tenants

GLA(m²)

Numberof tenants

GLA(m²)

Numberof tenants

GLA(m²)

Numberof tenants

A. Large tenants – – 27 204 2 24 181 3 22 277 3 B. Medium tenants 21 805 17 30 155 17 25 187 7 28 706 239 C. Other tenants 25 250 477 17 225 152 1 1 760 4

Total 47 055 494 74 584 171 49 369 11 51 743 246

Category A consists of tenant groups occupying more than 10 000m² of space.Category B consists of tenant groups occupying between 1 000m² and 10 000m² of space.Category C consists of tenant groups occupying less than 1 000m² of space.

Rental escalation

2019%

2018%

Retail 7.4 8.0Office 7.6 9.4Fishing and industrial 7.5 8.0Hotel and residential 8.0 8.1

Analysis of V&A Waterfront tenant base (100%)30 June 2019

Vacant By FY20 By FY22By FY21 By FY23 By FY24 By FY25 and beyond

Lease expiry (% of GLA) V&A Waterfront50

40

30

20

10

046

.55

8.76

12.0

1

15.1

3

3.85

1.22

12.4

8

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Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(annum/m²)

AUD

Industrial 718 065 1.0 12 125.6 16 916 137

1 10 Butler Boulevard Adelaide Airport, SA 8 461 – 93.0 10 984 146

2 101 – 111 South Centre Road Melbourne Airport, VIC 14 082 – 82.9 6 389 72

3 120 Link Road Melbourne Airport, VIC 26 517 – 175.3 6 711 70

4 120 Northcorp Boulevard Broadmeadows, VIC 58 320 – 558.6 9 578 104

5 120 – 132 Atlantic Drive Keysborough, VIC 12 864 – 276.8 21 520 134

6 12 – 16 Butler Boulevard Adelaide Airport, SA 16 800 – 155.9 9 328 122

7 13 Business Street Yatala, QLD 8 951 – 129.5 14 469 205

8 1 – 3 Pope Court Beverley, SA 14 459 – 216.2 14 975 149

9 130 Sharps Road Melbourne Airport, VIC 28 100 – 244.7 8 708 121

10 1500 Ferntree Gully Road and 8 Henderson Road Knoxfield, VIC 22 009 – 450.8 20 664 158

11 19 Southern Court Keysborough, VIC 6 455 100.0 81.1 12 559 –

12 20 Colquhoun Road Perth Airport, WA 80 374 – 1 730.2 21 527 149

13 20 Southern Court Keysborough, VIC 11 430 – 156.2 13 667 108

14 27 – 49 Lenore Drive Erskine Park, NSW 29 476 – 739.0 25 072 153

15 3 Millennium Court Knoxfield, VIC 8 040 – 120.5 15 125 115

16 3 Viola Place Brisbane Airport, QLD 3 431 – 23.9 7 204 208

17 31 Garden Street Kilsyth, VIC 8 919 – 124.6 13 967 102

18 34 Reddalls Road Kembla Grange, NSW 355 – 266.9 751 946 5 157

19 40 Annandale Road Melbourne Airport, VIC 44 424 – 325.8 7 344 115

20 5 Viola Place Brisbane Airport, QLD 14 726 11.9 90.2 6 378 139

21 51 – 65 Lenore Drive Erskine Park, NSW 3 720 – 375.7 100 993 628

22 599 Main North Road Gepps Cross, SA 67 238 – 1 245.7 18 527 105

23 6 Kingston Park Court Knoxfield, VIC 7 645 – 125.6 16 424 132

24 60 Annandale Road Melbourne Airport, VIC 16 276 – 121.4 7 472 95

25 6 – 7 John Morphett Place Erskine Park, NSW 24 881 – 511.6 20 563 149

26 70 Distribution Street Larapinta, QLD 76 109 – 2 298.7 30 202 197

27 75 Annandale Road Melbourne Airport, VIC 10 280 – 78.9 7 598 86

28 81 Derby Street Silverwater, NSW 7 984 – 201.7 25 262 159

29 9 – 11 Drake Boulevard Altona, VIC 25 743 – 347.6 13 538 108

30 Lots 2, 3 and 4, 44 – 54 Raglan Street Preston, VIC 27 978 – 296.6 10 601 77

312 and 10 Hugh Drive and 36 and 58 Tarlton Crescent Perth Airport, WA 32 018 – 480.0 14 992 143

Property portfolio detail – Australia30 June 2019

87

ABOUT THE GROWTHPOINT INVESTOR REPORTING GROUP ANNUAL FINANCIAL STATEMENTS PROPERTY PORTFOLIO GENERAL INFORMATION

Growthpoint Properties Limited Group annual financial statements 30 June 2019

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Property name LocationGLA

m²Vacancy

%Value

Rm

Value/m²(excludingadditional

bulk)Rand

Grossrental

(annum/m²)

AUD

Office 308 401 1.8 26 581.2 88 324 560

1 1 Charles Street Parramatta, NSW 32 356 – 3 490.0 107 863 665

2 100 Skyring Terrace Newstead 24 665 – 2 481.6 100 611 422

3 10 – 12 Mort Street Canberra, ACT 15 398 – 888.7 63 726 390

4 255 London Circuit Canberra, ACT 8 972 – 751.4 83 748 644

5 3 Murray Rose Avenue Sydney Olympic Park, NSW 13 423 – 1 018.3 75 863 552

6 333 Ann Street Brisbane, QLD 16 341 2.3 1 283.8 82 888 547

7 33 – 39 Richmond Road Keswick, SA 11 835 – 627.8 53 047 556

8 5 Murray Rose Avenue Sydney Olympic Park, NSW 12 386 – 1 028.2 83 014 584

9 75 Dorcas Street South Melbourne, VIC 23 811 – 2 100.9 88 233 685

10 836 Wellington Street West Perth 11 973 – 914.5 76 385 389

11 A1, 32 Cordelia Street South Brisbane, QLD 10 003 3.1 924.0 92 660 580

12 A4, 52 Merivale Street South Brisbane, QLD 9 405 – 826.7 90 930 562

13 Building 2, 572 – 576 Swan Street Richmond, VIC 14 602 – 1 090.0 77 864 350

14 Building B, 211 Wellington Road Mulgrave, VIC 12 780 – 726.7 56 860 489

15 Building C, 211 Wellington Road Mulgrave, VIC 10 289 – 591.8 57 654 490

16 Building C, 219 – 247 Pacific Highway Artarmon, NSW 14 375 – 1 302.5 90 786 623

17 Buildings 1, 572 – 576 Swan Street Richmond, VIC 8 554 – 327.7 72 237 383

18 Car Park, 32 Cordelia Street and 52 Merivale Street South Brisbane, QLD – – 291.2 – –

19 Car Park, 572 – 576 Swan Street Richmond, VIC – – 1 097.4 – –

20 Car Park, 32 Cordelia Street and 52 Merivale Street South Brisbane, QLD – – 11.9 – –

21 CB1, 22 Cordelia Street South Brisbane, QLD 11 529 12.0 977.3 88 499 615

22 CB2, 42 Merivale Street South Brisbane, QLD 6 598 – 563.8 92 154 615

23 Optus Centre, 15 Green Square Close Fortitude Valley, QLD 16 442 – 1 511.4 92 000 716

24 Quad 2, 6 Parkview Drive Sydney Olympic Park, NSW 5 033 15.8 331.2 65 805 476

25 Quad 3, 102 Bennelong Parkway Sydney Olympic Park, NSW 5 243 54.7 335.6 64 110 1 092

26 Vantage, 109 Burwood Road Hawthorn, VIC 12 388 – 1 086.8 90 582 543

Total Australia 1 026 466 1.4 38 706.8 38 371 263

Property portfolio detail – Australia continued30 June 2019

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Analysis of Growthpoint Australia tenant base30 June 2019

Office Industrial

GLA%

Numberof tenants

GLA%

Numberof tenants

A. Large tenants 51.3 8 85.4 16 B. Medium tenants 40.4 37 14.6 19 C. Other tenants 8.3 72 0.0 3

Category A consists of tenant groups occupying more than 10 000m² of space.Category B consists of tenant groups occupying between 1 000m² and 10 000m² of space.Category C consists of tenant groups occupying less than 1 000m² of space.

Rental escalation

2019%

2018%

Office 3.6 3.5Industrial 2.7 2.8

Vacant By FY20 By FY22By FY21 By FY23 By FY24 By FY25 and beyond

Lease expiry (% of gross monthly rental)50

40

30

20

10

0

42.3

0

18.9

0

8.2015

.50

5.70

1.50

7.90

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General information

General information

91 Shareholders’ analysis

95 Shareholders’ information

96 Directorate and administration

98 Abbreviations

100 Contact details

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Shareholders’ analysisAs at 30 June 2019

Number ofshareholders

% of totalshareholders

Number ofshares

% of issuedcapital

SHAREHOLDER SPREAD1 – 1 000 shares 9 386 31.33 3 038 732 0.101 001 – 5 000 shares 10 735 35.83 27 925 994 0.945 001 – 10 000 shares 3 721 12.42 27 337 503 0.9210 001 – 20 000 shares 2 342 7.82 33 705 351 1.1320 001 – 50 000 shares 1 588 5.30 49 847 421 1.6850 001 – 100 000 shares 649 2.17 46 496 564 1.57100 001 – 200 000 shares 459 1.53 66 575 574 2.24200 001 – 500 000 shares 464 1.55 150 813 170 5.08500 001 – 1 000 000 shares 227 0.76 158 697 079 5.341 000 001 – 10 000 000 shares 345 1.15 955 807 965 32.1710 000 001 shares and over 45 0.14 1 450 735 935 48.83

Total 29 961 100.00 2 970 981 288 100.00

DISTRIBUTION OF SHAREHOLDERSCollective investment schemes 1 141 3.81 1 287 832 628 43.34Retirement benefit funds 562 1.88 825 325 922 27.78Retail shareholders 22 147 73.92 129 162 431 4.35Sovereign wealth funds 37 0.12 108 460 524 3.65Insurance companies 185 0.62 93 316 755 3.14Stockbrokers and nominees 51 0.17 92 839 966 3.12Trusts 4 129 13.78 84 763 676 2.85Assurance companies 18 0.06 61 702 290 2.08Scrip lending 16 0.05 56 904 966 1.92Empowerment companies 2 0.01 52 771 833 1.78Organs of State 3 0.01 50 549 013 1.70Private companies 967 3.23 41 873 399 1.41Foundations and charitable funds 200 0.67 22 559 896 0.76Treasury 2 0.01 20 220 871 0.68Custodians 53 0.18 17 203 889 0.58Investment companies 56 0.19 12 361 246 0.42Close corporations 264 0.88 5 121 656 0.17Medical aid funds 28 0.09 3 478 844 0.12Hedge funds 12 0.04 2 813 611 0.09Other companies 77 0.26 1 511 618 0.05Share schemes 1 0.00 174 000 0.01Unclaimed scrip and control accounts 10 0.02 32 254 0.00

Total 29 961 100.00 2 970 981 288 100.00

PUBLIC/NON-PUBLIC SHAREHOLDERSNon-public shareholders 18 0.06 482 414 840 16.24

Directors and associates 11 0.04 61 660 262 2.07Government Employees Pension Fund 4 0.01 400 360 978 13.48Treasury shares 2 0.01 20 219 600 0.68Growthpoint Staff Incentive Scheme 1 0.00 174 000 0.01

Public shareholders 29 943 99.94 2 488 566 448 83.76

Total 29 961 100.00 2 970 981 288 100.00

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Numberof shares

% ofissued capital

BENEFICIAL SHAREHOLDERS HOLDING GREATER THAN 1% OF THE ISSUED SHARESGovernment Employees Pension Fund 400 360 978 13.48Old Mutual Group 132 820 874 4.47MMI 132 721 773 4.47Vanguard 124 274 120 4.18Sanlam 94 598 715 3.18Stanlib 85 150 086 2.87Ishares Funds 81 223 033 2.73Prudential 73 613 149 2.48Eskom Pension and Provident Fund 66 390 700 2.23Alexander Forbes Investments 54 951 271 1.85BEE Consortium (Quick Leap) 52 768 368 1.78Investec 46 176 530 1.55GIC Private Limited 45 951 808 1.55Dimensional 41 720 516 1.40Unemployment Insurance Fund 40 257 848 1.36J.P. Morgan Equities South Africa (Pty) Ltd 36 314 741 1.22Satrix 29 853 429 1.00

Total 1 539 147 939 51.80

FUND MANAGERS HOLDING GREATER THAN 1% OF THE ISSUED SHARESPublic Investment Corporation Limited 382 782 777 13.84BlackRock, Inc. 163 173 890 4.53Old Mutual plc 150 134 348 4.49The Vanguard Group 147 865 256 4.48Prudential plc 142 564 928 4.13Sanlam Limited 128 631 672 4.06MMI Holdings (Momentum Asset Management) 118 049 871 4.01Sesfikile Capital 116 273 651 3.91Liberty Holdings (STANLIB Asset Management) 103 025 425 3.79State Street Corporation 101 455 770 3.62Meago Asset Managers 93 471 668 2.83Investec Group 81 735 175 2.54Catalyst Fund Managers (Pty) Ltd 75 627 076 1.59GIC Private Limited 40 666 515 1.55Dimensional Fund Advisors Group 35 638 783 1.53Barclays, Plc (Absa Asset Management) 33 201 332 1.23

Total 1 914 298 137 62.13

Shareholders’ analysis continuedAs at 30 June 2019

Growthpoint Properties Limited Group annual financial statements 30 June 201992

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28 June 2019 29 June 2018

SHARE PERFORMANCE – 12 MONTHS ENDEDShares traded 2 427 448 218 2 669 449 509 Shares traded monthly average 202 287 352 222 454 126 Shares in issue 2 970 981 288 2 970 981 288 Shares traded as % of number of shares in issue 81.71% 89.85%Value traded R59 311 469 479 R71 348 778 348 Value traded monthly average R4 942 622 457 R5 945 731 529 Opening price R24.42 R25.52 Closing price R24.28 R26.69 Intraday high R24.46 R26.69 Intraday low R24.08 R25.52

Numberof shares %

REGIONAL BENEFICIAL HOLDINGSSouth Africa 2 159 596 873 72.69Americas 432 438 464 14.56Europe 194 570 566 6.55Asia 133 554 324 4.50Middle East 37 564 481 1.26Africa 13 256 580 0.44

Total 2 970 981 288 100.00

Numberof shares %

FUND MANAGER HOLDINGS BY COUNTRYSouth Africa 1 692 915 791 56.98United States 482 050 559 16.23United Kingdom 102 846 897 3.46Singapore 45 974 602 1.55Japan 34 736 392 1.17Rest of Europe 65 298 554 2.20Rest of world 39 491 154 1.33Non-institutional and below threshold (<100 000 shares) 507 667 339 17.08

Total 2 970 981 288 100.00

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Shareholders’ analysis continuedAs at 30 June 2019

2018

2019

Fund manager holdings by country (R million)

0 500 000 000 1 000 000 000 1 500 000 000 2 000 000 000 2 500 000 000 3 000 000 000

■ South Africa ■ United States ■ United Kingdom ■ Singapore ■ Japan ■ Rest of Europe ■ Rest of world ■ Non-institutional and below threshold (<100K shares)

2018

2019

Categories of holders (R million)

0 500 000 000 1 000 000 000 1 500 000 000 2 000 000 000 2 500 000 000

■ Collective investment schemes ■ Retirement benefit funds ■ Empowerment companies ■ Retail shareholders ■ Trusts ■ Private companies ■ Other companies

2018

2019

Regional beneficial holdings (R million)

0 500 000 000 1 000 000 000 1 500 000 000 2 000 000 000 2 500 000 000 3 000 000 000

■ South Africa ■ Americas ■ Europe ■ Asia ■ Middle East ■ Africa

Growthpoint Properties Limited Group annual financial statements 30 June 201994

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SHAREHOLDERS’ DIARYFinancial year end 30 JuneAnnual financial statements posted on the website SeptemberAnnual general meeting (09:00) 12 November 2019

ANNOUNCEMENT OF RESULTS AND ANALYSTS’ PRESENTATIONSInterim MarchAnnual September

Dividends Declared PaidInterim March AprilFinal September October

Updates and further information posted from time to time can be found on the company’s public website at:https://growthpoint.co.za/investor-relations/shareholder-information

NOTICE OF ANNUAL GENERAL MEETINGThe notice of the company’s annual general meeting to be held on 12 November 2019 is contained in a separate booklet, posted to shareholders, incorporating the company’s summarised audited financial statements for FY19 and other information relevant to the annual general meeting. The notice will also be available on the company’s public website at: https://growthpoint.co.za/investor-relations/final-results.

Shareholders’ information

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DIRECTORSJF Marais (Chairman)FM Berkeley (appointed 10 September 2019)^NO Chauke (Human Resources Director)*EK de Klerk (Chief Executive Officer South Africa)*MG Diliza•PH Fechter#

LA Finlay^JC Hayward (Lead Independent Director)^̊SP MngconkolaR Moonsamy^NBP Nkabinde^LN Sasse (Group Chief Executive Officer)*N Siyotula^JA van Wyk (appointed 10 September 2019)^̊FJ Visser^#

G Völkel (Group Financial Director)*^ Independent• BEE structure stakeholder* Executive directors # Retiring˚ British

AUDITORKPMG Inc.(Registration number: 1999/021543/21)KPMG Crescent85 Empire Road, Parktown, 2193Private Bag 9, Parkview, 2122

TRANSFER SECRETARIESComputershare Investor Services (Pty) Ltd(Registration number: 2004/003647/07)Rosebank Towers, 15 Biermann AvenueRosebank, 2196PO Box 61051, Marshalltown, 2107

SPONSORInvestec Bank Limited(Registration number: 1969/004763/06)100 Grayston Drive, Sandown, Sandton, 2196PO Box 785700, Sandton, 2146

REGISTERED OFFICEGrowthpoint Properties Limited(Registration number: 1987/004988/06)The Place, 1 Sandton Drive, Sandown, Sandton, 2196PO Box 78949, Sandton, 2146

COMPANY SECRETARYJ de Koker (appointed 12 August 2019)The Place, 1 Sandton Drive, Sandown, Sandton, 2196PO Box 78949, Sandton, 2146

MANAGEMENT COMPANYGrowthpoint Management Services (Pty) Ltd(Registration number: 2004/015933/07)The Place, 1 Sandton Drive, Sandown, Sandton, 2196PO Box 78949, Sandton, 2146

Directorate and administration

AUDIT COMMITTEELA Finlay (Chairman)JC HaywardN Siyotula

RISK MANAGEMENT COMMITTEEJC Hayward (Chairman)SP MngconkolaNBP NkabindeFJ Visser

Standing attendeesThe following parties attend or are represented at Audit Committee and/or Risk Management Committee meetings:D Bouma (Corporate Treasurer)NO Chauke (Head of Human Resources)AL Davis (Chief Information Officer)EK de Klerk (Chief Executive Officer South Africa)J de Koker (Company Secretary)X Hlatshwayo (Group Legal Counsel)SA Nizetich (Head of Internal Audit and Risk Management)LN Sasse (Group Chief Executive Officer)FJ Schindehütte (Chief Financial Officer South Africa)G Völkel (Group Financial Director)

By invitationE Binedell (Chief Operating Officer South Africa)JF Marais (Non-executive Director and Board Chairman)

The external auditor, KPMG Inc., attend or are represented at all regular meetings and ad hoc meetings as required of the Audit Committee, as well as Risk Management Committee.

PROPERTY COMMITTEEPH Fechter (Chairman)MG DilizaLA FinlayR Moonsamy

Standing attendeesE Binedell (Chief Operating Officer South Africa)EK de Klerk (Chief Executive Officer South Africa)P Kollenberg (Head of Asset Management: Office)J de Koker (Company Secretary)S Mills (Management Accountant)RG Pienaar (Chief Development and Investment Officer)LN Sasse (Group Chief Executive Officer)L Seema (SA Finance)FJ Schindehütte (Chief Financial Officer South Africa)N Schloss (Head of Asset Management: Retail)C Shezi (Senior Assistant Company Secretary)E Taylor (Head of Asset Management: Industrial)G Völkel (Group Financial Director)

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SOCIAL, ETHICS AND TRANSFORMATION COMMITTEEMG Diliza (Chairman)LA FinlaySP MngconkolaR MoonsamyNBP Nkabinde

Standing attendeesNO Chauke (Human Resources Director)EK de Klerk (Chief Executive Officer South Africa)P Engelbrecht (National Development Head)J de Koker (Company Secretary)S Paul (Assistant Company Secretary)C Rennison (Head of Procurement)C Shezi (Senior Assistant Company Secretary)SD Theunissen (Head of CSR)G Völkel (Group Financial Director)

GOVERNANCE AND NOMINATION COMMITTEEJF Marais (Chairman)MG DilizaPH FechterLA FinlayJC HaywardFJ Visser

Standing attendeesLN Sasse (Group Chief Executive Officer)J de Koker (Company Secretary)

HUMAN RESOURCES AND REMUNERATION COMMITTEEFJ Visser (Chairman)JF MaraisN Siyotula

Standing attendeesNO Chauke (Human Resources Director)EK de Klerk (Chief Executive Officer South Africa)J de Koker (Company Secretary)LN Sasse (Group Chief Executive Officer)D Majoe (Remuneration and Benefits Manager)PricewaterhouseCoopers Inc. (independent adviser to the committee)

GROUP EXECUTIVE COMMITTEE OF MANAGEMENT (GROUP EXCO)LN Sasse (Group Chief Executive Officer) (Committee Chairman)E Binedell (Chief Operating Officer South Africa)D Bouma (Group Treasurer)NO Chauke (Human Resources Director)EK de Klerk (Chief Executive Officer South Africa)X Hlatshwayo (Group Legal Counsel)G Muchanya (Head of Corporate Finance)RG Pienaar (Chief Development and Investment Officer)L Turner (Head of Investor Relations)G Völkel (Group Financial Director)

Standing attendeesJ de Koker (Company Secretary)

SA EXECUTIVE COMMITTEE OF MANAGEMENT (SA EXCO)EK de Klerk (Chief Executive Officer South Africa) (Committee Chairman)E Binedell (Chief Operating Officer South Africa)NO Chauke (Human Resources Director)P Kollenberg (Head of Asset Management: Office)N Kuzmanich (Head of Marketing)RG Pienaar (Chief Development and Investment Officer)FJ Schindehütte (Chief Financial Officer South Africa)N Schloss (Head of Asset Management: Retail)E Taylor (Head of Asset Management: Industrial)SD Theunissen (Head of CSR)

Standing attendeesG de Klerk (Regional Head – Durban)J de Koker (Company Secretary)DS Stoll (Regional Head – Cape Town)

Standing inviteesAll Group Exco members have a standing invitation to attend meetings of the SA Exco.

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Abbreviations

ABET Adult basic education and training

Acucap Acucap Properties Limited

AdmedGap Hospitalisation Gap Cover

AFS Annual financial statements

AGM Annual general meeting

AIM Alternative investment market of the London Stock Exchange

Alsi 40 JSE/Actuaries All Share Top 40 Companies Index

ANC African National Congress

A-REIT Australian Real Estate Investment Trust

ASX Australian Stock Exchange

AUD Australian Dollar

B-BBEE Broad-based black economic empowerment

BPO Business process outsourcing

bps Basis points

c. circa

CAGR Compound annual growth rate

CCI FNB/BER Consumer Confidence Index

CCIRS Cross-currency interest rate swap

CDIO Chief Development and Investment Officer

CDP Carbon Disclosure Project

CEE Central and Eastern Europe

CEO Chief Executive Officer

CGU Cash-generating unit

CIPC Companies and Intellectual Property Commission

COBIT Framework for the governance and management of IT

CO2

Carbon dioxide

COO Chief Operating Officer

COE Centre of Excellence

COSO Committee of Sponsoring Organisations

CPI Consumer price index

CPLI JES 100 Carbon Performance Leadership Index

CRISA Code for Responsible Investment in South Africa

CSI Corporate social investment

CSR Corporate social responsibility

DJSI Dow Jones Sustainability World Index

DPS Distribution per share

DRIP Distribution reinvestment plan

DTI Department of Trade and Industry

EAAB Estate Agency Affairs Board

EAP Employee Assistance Programme

EBP Existing Building Performance

ECD Early childhood development

EMTN Euro Medium-Term Note

EPRA European Public Real Estate Association

ERM Enterprise risk management

ERS Executive retention scheme

ESG Environmental, social and governance

EUR Euro

EVP Employer value proposition

EWP Energy and water performance

FCTR Foreign currency translation reserve

FTSE/JSERI FTSE/JSE Responsible Investment Index

FVTPL Fair value through profit or loss

FY Financial year

G2 Growthpoint gives

GAI Governance assessment instrument

GBCSA Green Building Council of South Africa

GCTC Guaranteed cost to company

GDP Gross domestic product

GEPF Government Employees Pension Fund

GHPH Growthpoint Healthcare Property Holdings

GIAP Growthpoint Investec African Properties

GLA Gross lettable area

GMF GPT Metropolitan Office Fund

GOZ Growthpoint Properties Australia Limited

GPRE Globalworth Poland Real Estate N.V.

GRI Global Reporting Initiative

Group Exco Group Executive Management Committee

Growthpoint Growthpoint Properties Limited

GRESB Global Real Estate Sustainability Benchmark

GSIS Growthpoint Staff Incentive Scheme

GWI Globalworth Real Estate Investments

IAR Integrated annual report

IAS Investment Analysts Society

IASB International Accounting Standards Board

IFC International Finance Corporation

IFRS International Financial Reporting Standards

IIRC International Integrated Reporting Council

Income Tax Act

Income Tax Act, No 58 of 1962

Growthpoint Properties Limited Group annual financial statements 30 June 201998

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IoD Institute of Directors

IDR Industria REIT

ISO International Organisation of Standards

ITO IT outsourcing

IT Information technology

ITS Integrated transformation strategy

JIBAR Johannesburg Interbank Average Rate

JSE Johannesburg Stock Exchange

JSE Listings Requirements

Listings Requirements of the JSE Limited

JV Joint venture

King IV King IV Report on Corporate Governance for South Africa 2016

KPA Key performance area

KPI Key performance indicator

kWh Kilowatt hours

LEED Leadership in Energy and Environmental Design

LTI Long-term incentive

LTIP Long-term incentive plan

LTV Loan to value ratio

Manco Management Committee

MER Managed expense ratio

MOCAA Zeitz Museum of Contemporary Art Africa

MOI Memorandum of Incorporation

Moody’s Moody’s Investor Services

MSCI Morgan Stanley Capital International

NABERS National Australian Built Environment Rating System

NAV Net asset value

NBI National Business Initiative

NDR Non-distributable reserve

NGO Non-government organisation

NPAT Net profit after tax

NPI Net property income

OCI Other comprehensive income

OHS Act Occupational Health and Safety Act No 85 of 1993

pa Per annum

PIC Public Investment Corporation (SOC) Limited

PMS Performance Management System

PV Photovoltaic

RBA Reserve Bank Australia

REIT Real Estate Investment Trust

Remco HR and Remuneration Committee

RFP Request for proposal

RIMS Risk improvement management system

RSA Republic of South Africa

RSA Exco RSA Executive Management Committee

SABS South African Bureau of Standards

SARB South African Reserve Bank

SA REIT South African Real Estate Investment Trust

SAFMA South African Facilities Management Association

SANS South African National Standards

SAPOA South African Property Owners Association

SAPY South African listed property index

SBTs Science-based targets

SENS Securities Exchange News Service

SESCF Stenham European Shopping Centre Fund

SME Small medium enterprises

STI Short-term incentive

Sycom Sycom Property Fund

The Act Companies Act, No 71 of 2008

Tiber Tiber group of companies

TFR Total fixed remuneration

TR Total return

TSR Total shareholder return

The Board The Board of Directors of Growthpoint Properties Limited

The company Growthpoint Properties Limited

The Group Growthpoint Properties Limited Group

US United States

V&A V&A Waterfront

VAT Value added tax

VWAP Volume weighted average price

WACC Weighted average cost of capital

WALE Weighted average lease expiry

WAN Wide area network

WCDE Western Cape Department of Education

WSE Warsaw Stock Exchange

WTTC World Travel and Tourism Council

ZAR South African Rand

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Johannesburg officePhysical address: The Place, 1 Sandton Drive, Sandton, 2196Postal address: PO Box 78949, Sandton, 2146Switchboard tel: +27 (0) 11 944 6000General fax: +27 (0) 11 944 6005

Durban officePhysical address: 4th Floor, Lincoln On The Lake, 2 The High Street, Parkside, Umhlanga Ridge, KwaZulu-Natal, 4319Postal address: PO Box 1330, Umhlanga Rocks, 4320Switchboard tel: +27 (0) 31 584 5100General fax: +27 (0) 31 584 5110

Cape Town officePhysical address: 2nd Floor, MontClare Place, Main Road, Claremont, 7700Postal address: PO Box 44392, Claremont, 7735Switchboard tel: +27 (0) 21 673 8400General fax: +27 (0) 21 679 8405/06

Growthpoint Australia officePhysical address: Level 22, 357 Collins Street, Melbourne, VIC, Australia, 3000Switchboard tel: +61 (0) 3 8681 2900General fax: +61 (0) 3 8681 2910Email: [email protected]

twitter.com/growthpoint

facebook.com/growthpoint

[email protected]

Contact details

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www.growthpoint.co.za

The Place, 1 Sandton Drive, Sandton,

Gauteng, 2196, South Africa

Tel: +27 (0) 11 944 6000, Fax: +27 (0) 11 944 6005

PO Box 78949, Sandton, 2146, South Africa

Docex: 48 Sandton Square

[email protected]

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