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GROUP ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016
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GROUP ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

1 About this report

Group annual financial statements

4 Directors’ responsibility statement

4 Declaration by Company Secretary

5 Report of the Audit Committee

6 Directors’ report

11 Independent auditor’s report

12 Accounting policies

22 Statement of profit or loss and other comprehensive income

23 Statement of financial position

24 Statement of changes in equity

25 Statement of cash flows

26 Segmental analysis

31 Notes to the financial statements

Property portfolio

76 Property portfolio summary

79 Property portfolio detail

General information

98 Shareholders’ analysis

101 Shareholders’ information

102 Directorate and administration

104 Abbreviations

IBC Contact details

Growthpoint Properties Limited / 1 Group annual financial statements 30 June 2016

Property portfolio General informationAnnual financial statementsAbout this report

About this report

In preparing this report we have endeavoured to present a holistic and integrated representation of the company’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 company, as well as its performance with regard to financial, human and environmental issues.

These Group financial statements have been audited by KPMG Inc. in compliance with section 30 of the Companies Act 2008, as amended, and the preparation of the Group financial statements has been supervised by Gerald Völkel CA(SA), Growthpoint’s Financial Director. These Group annual financial statements require publication by 30 September 2016. The complete annual financial statements and integrated annual report of the company and Group for the financial years ended 30 June 2016 and 2015 may be obtained:

~ from the transfer secretaries, Computershare Investor Services (Pty) Ltd, Ground Floor, 70 Marshall Street, Johannesburg, 2001, or

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

Growthpoint’s reporting consists of:

INTEGRATED ANNUAL REPORT 30 JUNE 2016

GROUP ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

ANNUAL GENERAL MEETING: NOTICE AND PROXY FORM AND SUMMARISED AUDITED FINANCIAL STATEMENTS 30 JUNE 2016

INTEGRATED ANNUAL REPORT (IAR)Incorporating an overview of our organisation, key operational matters, our strategic intent, performance reviews including reports from our Chairman, Chief Executive Officer and Financial Director, sectoral reviews, corporate social responsibility, corporate governance and risk management.

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 JSE Listings Requirements and the requirements of the Companies Act 2008, as amended.

ANNUAL GENERAL MEETING (AGM) NOTICEThe booklet containing the AGM notice also includes the summarised audited AFS for FY16, relevant extracts from the IAR supporting the notice and the report to shareholders by the Social, Ethics and Transformation Committee.

The IAR should be read together with the statutory annual financial statements, which combined provide a complete overview of Growthpoint’s performance and prospects.

Group annual financial statements

4 Directors’ responsibility statement

4 Declaration by Company Secretary

5 Report of the Audit Committee

6 Directors’ report

11 Independent auditor’s report

12 Accounting policies

22 Statement of profit or loss and other comprehensive income

23 Statement of financial position

24 Statement of changes in equity

25 Statement of cash flows

26 Segmental analysis

31 Notes to the financial statements

Annual financial statements

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 4 Group annual financial statements 30 June 2016

Directors’ responsibility statement

Declaration by Company Secretary

The directors are responsible for the preparation and fair presentation of the Group annual financial statements of Growthpoint Properties Limited. These financial statements comprise the following:

~ Statement of profit or loss and other comprehensive income for the year ended 30 June 2016

~ Statement of financial position at 30 June 2016 ~ Statement of changes in equity for the year ended 30 June 2016 ~ Statement of cash flows for the year ended 30 June 2016 ~ Notes to the financial statements, which include a summary of significant accounting policies and other explanatory notes, in accordance with International Financial Reporting Standards and the requirements of the Companies Act 2008, as amended. In addition, the directors are responsible for preparing the directors’ report

The directors are also responsible for such internal control as they may determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and for maintaining adequate accounting records and an effective system of risk management, as well as the preparation of the supplementary schedules included in these financial statements.

In terms of section 88(2)(e) of the Companies Act 2008, as amended (the Act), I hereby certify that the company has filed the required returns and notices in terms of the Act in respect of the financial year ended 30 June 2016 and that, to the best of my knowledge and belief, all such returns and notices are true, correct and up to date.

RA KrabbenhöftCompany Secretary

31 August 2016Sandton

The directors have made an assessment of the ability of the company and its subsidiaries to continue as going concerns and have no reason to believe that the businesses will not be going concerns in the year ahead.

The auditor is responsible for reporting on whether the Group financial statements are fairly presented in accordance with the applicable financial reporting framework. 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 31 August 2016 and are signed by:

LN Sasse JF MaraisChief Executive Officer Chairman

31 August 2016 31 August 2016Sandton Sandton

Growthpoint Properties Limited / 5 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

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 Code of Governance Principles for South Africa 2009, 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

~ Information technology reports pertaining specifically to financial reporting related matters

~ Annual returns and tax status reports ~ External audit reports ~ Risk Management Committee minutes

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 effectively 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 company policy in this regard. The external auditor attended all meetings of the committee

~ with the terms, nature, scope and proposed fee of the external auditor for the financial year ended 30 June 2016

~ with the annual financial statements and the accounting practices utilised in the preparation thereof and have recommended the financial statements for approval to the Board

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

~ that the company’s Financial Director had the necessary expertise and experience to carry out his duties

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 company’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, as well as the consolidation of the related results, is the responsibility of the Company Secretary in conjunction with the Head of Internal Audit and Risk Management.

LA FinlayAudit Committee Chairman

31 August 2016Sandton

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 6 Group annual financial statements 30 June 2016

Directors’ report

The directors are pleased to present their 28th annual report that forms part of the annual financial statements for the year ended 30 June 2016.

Nature of businessGrowthpoint is a JSE-approved Real Estate Investment Trust (REIT), in accordance with the provisions of section 13 of the JSE Listings Requirements.

Growthpoint’s listing on the JSE (ISIN code: ZAE000179420) is in the sector: financial services – Real Estate Investment Trusts (Diversified REITs).

The primary business of Growthpoint is long-term investment in quality, rental-generating properties, which are maintained and upgraded or refurbished as necessary so as to increase the long-term value of the property assets.

As at 30 June 2016, Growthpoint’s property portfolio comprised 467 owned and managed properties in the South African industrial, office and retail sectors valued at R73.8 billion (FY15: R71.6 billion). More information on the nature of the business of these sectors is reported on separately in the FY16 integrated annual report.

In addition, Growthpoint has a 50% shareholding in properties owned by V&A Waterfront Holdings (Pty) Ltd in Cape Town, with property assets totalling R15.5 billion (FY15: R13.5 billion) as part of a joint arrangement with the Government Employees’ Pension Fund (GEPF) represented by the Public Investment Corporation (SOC) Limited (PIC), and holds a majority stake of 65.5% (FY15: 65.0%) in Growthpoint Properties Australia, listed on the Australian Securities Exchange (ASX) as an A-REIT (code: GOZ), which owned 58 properties valued at AUD2.8 billion (R30.9 billion) as at 30 June 2016 (FY15: R22.0 billion).

RegulationAs a REIT, the company is regulated by the JSE.

Share capitalThe number of authorised ordinary shares of no par value is 4 000 000 000. As at 30 June 2016, there were 2 786 093 366 ordinary shares of no par value in issue.

The following share issues took place during the financial year ended 30 June 2016:

~ On 4 September 2015: 1 061 312 shares at R26.97 per share, as consideration for a property in KwaZulu-Natal known as “4 Pencarrow”.

~ On 23 September 2015: 19 309 956 shares, pursuant to elections of the dividend re-investment alternative offered in respect of the final 2015 dividend of 44.50 cents per share for the three months ended 30 June 2015, at R25.00 per share (being the five-day volume weighted average price of R25.32 net of the dividend, as at the close of business on Thursday, 3 September 2015, discounted by 1.29%).

~ On 1 April 2016: 52 272 973 shares, pursuant to elections of the dividend re-investment alternative offered in respect of the interim FY16 dividend of 89.50 cents per share for the six-month period ended 31 December 2015, issued at a price of R23.50 per share (being the spot price of R24.51 net of the dividend, as at the close of business on Thursday, 12 March 2016, discounted by 4.28%).

~ On 18 April 2016: 2 392 861 shares, at R24.64 per share, being the closing price of a Growthpoint ordinary share on 8 April 2016 as fulfilment of the scheme of arrangement by which the remaining issued units of Sycom Property Fund were acquired.

Dividend policyThe company declares and pays an interim and a final dividend in respect of each financial year (see shareholders’ information on page 101 of these annual financial statements).

In considering the payment of dividends, the Board, with the Audit Committee’s assurance, takes the following into account:

~ the financial status of the company as at the end of the first and second six months of the financial year, subject to solvency and liquidity testing as required by the Act

~ the capital commitments of the company and its funding requirements

Final and interim dividendsThe Board declared the following dividends in respect of the financial year ended 30 June 2016:

DividendGross amount

(cents per share)

Interim (6 months ended 31 December 2015) 89.50Final (6 months ended 30 June 2016) 94.30

Total 183.80

These dividends have been declared from distributable earnings and meet the requirements of a REIT “qualifying distribution” for purposes of section 25BB of the Income Tax Act, No 58 of 1962, as amended.

Interests in subsidiariesInterests in subsidiaries and joint ventures are reflected in the notes to the financial statements, notes 16 and 42.1.

Interest as the vested beneficiary of a trustThe Growthpoint Securitisation Warehouse Trust and Truzen 75 Trust (the Trusts) hold a portfolio of properties, which serves as security for funds raised by Growthpoint from time to time. In terms of the Trust Deeds, Growthpoint is the sole beneficiary of income and capital gains held by the Trusts.

Growthpoint Properties Limited / 7 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Accordingly, the statement of financial position and statement of profit or loss and other comprehensive income of the Trusts are consolidated in the Group financial statements.

The table below shows the salient financial results and position of the Trusts for the year ended 30 June 2016.

2016Rm

2015Rm

Profit before taxation 1 065 1 173Fair value adjustments included in profit before taxation 201 397Net fair value adjustment of investment property 201 397

Investment property at fair value 10 905 10 238

Acquisitions and investmentsOn 1 February 2016, Growthpoint acquired the remaining 50% shares in Pin Mill Share Block (Pty) Ltd for a consideration of R172.1 million.

On 18 April 2016, Growthpoint acquired the remaining units in Sycom Property Fund for a net consideration of R59 million settled by new Growthpoint shares issued.

This concluded the Acucap acquisition in which Growthpoint acquired 46 properties and letting enterprises, the management businesses of the Acucap Group and Sycom Property Fund, a JSE-listed collective investment scheme in property, as previously reported.

Growthpoint made further investments in its subsidiary Growthpoint Properties Australia during FY16 as follows:

Date Nature SharesZAR

(Rm)

29 February 2016 DRIP 12 069 991 398

Management and administrationGrowthpoint Management Services (Pty) Ltd (GMS) is a wholly owned subsidiary of Growthpoint, and has been responsible, in terms of a management agreement, for Growthpoint’s property, fund management and administration services since 1 July 2007. GMS employed 657 (FY15: 700) employees nationally as at 30 June 2016.

Subsequent eventsInformation on material events that occurred after 30 June 2016 is included in note 40 of these annual financial statements.

Remuneration policyGrowthpoint’s Remuneration Policy and Philosophy is contained in its FY16 integrated annual report and will be proposed for approval at the company’s annual general meeting to be held on 15 November 2016. It includes the policy on non-executive directors’ fees.

Capital commitments and guaranteesDetails are included in note 38 of these annual financial statements. Directors and secretaryBrief curricula vitae of the directors and the Company Secretary have been included in the FY16 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 Ms LA Finlay for re-election as Chairman of the Audit Committee.

Mr HSP Mashaba resigned from the Board with effect from 27 January 2016.

The directors to retire by rotation and, being eligible, hold themselves available for re-election at the annual general meeting to be held on15 November 2016, are as follows:

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

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 8 Group annual financial statements 30 June 2016

Directors’ report continued

DIRECTORS’ INTERESTS IN ORDINARY SHARES AS AT 30 JUNE 2016

Beneficial Non-beneficialDirector Direct Indirect Total

EK de Klerk 1 433 614* 1 433 614*EK de Klerk: Staff Incentive Scheme Options 2011 28 689 28 689EK de Klerk: Staff Incentive Scheme Options 2013 48 349 48 349EK de Klerk: Staff Incentive Scheme Options 2014 102 151 102 151EK de Klerk: Staff Incentive Scheme Options 2015 147 255 147 255MG Diliza 36 100 637# 36 100 637MG Diliza 2 548 083* 2 548 083PH Fechter 800 000 148 039 3 500 000* 4 448 039LA Finlay 91 284 91 284JC Hayward 83 640 83 640HS Herman 175 000* 175 000JF Marais 114 947* 114 947R Moonsamy 1 287 347 1 287 347NBP Nkabinde 4 000^ 4 000LN Sasse 1 879 387 1 879 387LN Sasse: Staff Incentive Scheme Options 2011 62 841 62 841LN Sasse: Staff Incentive Scheme Options 2013 71 835 71 835LN Sasse: Staff Incentive Scheme Options 2014 147 256 147 256LN Sasse: Staff Incentive Scheme Options 2015 203 732 203 732G Völkel 8 247 8 247G Völkel: Staff Incentive Scheme Options 2013 6 907 6 907G Völkel: Staff Incentive Scheme Options 2014 13 267 13 267G Völkel: Staff Incentive Scheme Options 2015 46 775 46 775

Note: Mr HSP Mashaba resigned as a director with effect from 27 January 2016

DIRECTORS’ INTERESTS IN ORDINARY SHARES AS AT 30 JUNE 2015

Beneficial Non-beneficialDirector Direct Indirect Total

EK de Klerk 1 170 659* 1 170 659*EK de Klerk: Staff Incentive Scheme Options 2010 27 931 27 931EK de Klerk: Staff Incentive Scheme Options 2011 57 377 57 377EK de Klerk: Staff Incentive Scheme Options 2012 119 061 119 061EK de Klerk: Staff Incentive Scheme Options 2012 25 961 25 961EK de Klerk: Staff Incentive Scheme Options 2013 96 698 96 698EK de Klerk: Staff Incentive Scheme Options 2014 153 225 153 225MG Diliza 36 100 637# 36 100 637MG Diliza 2 548 070* 2 548 070PH Fechter 1 338 504 3 109 535* 4 448 039LA Finlay 86 397 86 397JC Hayward 79 162 79 162HS Herman 170 000* 170 000JF Marais 108 793* 108 793HSP Mashaba 2 475 000 2 475 000R Moonsamy 1 287 347 1 287 347NBP Nkabinde 4 000^ 4 000LN Sasse 1 568 625 1 568 625LN Sasse: Staff Incentive Scheme Options 2010 61 363 61 363LN Sasse: Staff Incentive Scheme Options 2011 125 682 125 682LN Sasse: Staff Incentive Scheme Options 2012 224 604 224 604LN Sasse: Staff Incentive Scheme Options 2012 32 452 32 452LN Sasse: Staff Incentive Scheme Options 2013 143 667 143 667LN Sasse: Staff Incentive Scheme Options 2014 220 882 220 882G Völkel Nil NilG Völkel: Staff Incentive Scheme Options 2013 13 814 13 814G Völkel: Staff Incentive Scheme Options 2014 19 899 19 899#BEE Interest *Associate: Family trust ^Associate: Spouse

Growthpoint Properties Limited / 9 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

DIRECTORS’ TRANSACTIONS DURING THE FINANCIAL YEAR ENDED 30 JUNE 2016

Director DateNumber

of shares Purchase/salePrice per share

(R)

EK de Klerk 1-09-2015 147 255 Staff Incentive Scheme Deferred Options 2015 27.134-09-2015 16 480 Off-market acquisition of securities (2010 awards) 25.684-09-2015 (11 452) On-market sale of securities (2010 awards) 25.454-09-2015 16 926 Off-market acquisition of securities (2011 awards) 25.684-09-2015 (11 762) On-market sale of securities (2011 awards) 25.454-09-2015 70 246 Off-market acquisition of securities (2012 awards) 25.684-09-2015 (48 815) On-market sale of securities (2012 awards) 25.454-09-2015 15 317 Off-market acquisition of securities (2012 awards) 25.684-09-2015 (10 644) On-market sale of securities (2012 awards) 25.454-09-2015 28 526 Off-market acquisition of securities (2013 awards) 25.684-09-2015 (19 823) On-market sale of securities (2013 awards) 25.454-09-2015 30 134 Off-market acquisition of securities (2014 awards) 25.684-09-2015 (20 940) On-market sale of securities (2014 awards) 25.454-04-2016 (59 295) On-market sale of securities (Key Staff Retention Scheme) 24.484-04-2016 85 326 On-market acquisition of securities (Key Staff Retention Scheme) 24.55

MG Diliza 23-09-2015 4 Distribution re-investment option 25.004-04-2016 9 Distribution re-investment option 23.50

PH Fechter 20-11-2015 (390 465) Conversion of CFDs and off-market sale to family trust 24.1020-11-2015 (800 000) Conversion of CFDs and sale of shares to PH Fechter 24.1020-11-2015 800 000 Off-market acquisition of single-stock futures by PH Fechter 24.1020-11-2015 390 465 Off-market acquisition of shares by family trust 24.10

LA Finlay 23-09-2015 1 538 Distribution re-investment option 25.004-04-2016 3 349 Distribution re-investment option 23.50

JC Hayward 23-09-2015 1 409 Distribution re-investment option 25.004-04-2016 3 069 Distribution re-investment option 23.50

HS Herman 23-09-2015 3 026 Distribution re-investment option 25.0029-09-2015 1 974 On-market acquisition of securities 25.86

JF Marais 23-09-2015 1 937 Distribution re-investment option 25.0030-04-2015 4 217 Distribution re-investment option 23.50

LN Sasse 1-09-2015 203 732 Staff Incentive Scheme Deferred Options 2015 27.1322-09-2015 (25 159) On-market sale of securities (2010 awards) 26.2722-09-2015 36 204 Off-market acquisition of securities (2010 awards) 26.4922-09-2015 (25 765) On-market sale of securities (2011 awards) 26.2722-09-2015 37 076 Off-market acquisition of securities (2011 awards) 26.4922-09-2015 (92 088) On-market sale of securities (2012 awards) 26.2722-09-2015 132 516 Off-market acquisition of securities (2012 awards) 26.4922-09-2015 (13 305) On-market sale of securities (2012 awards) 26.2722-09-2015 19 146 Off-market acquisition of securities (2012 awards) 26.4922-09-2015 (29 451) On-market sale of securities (2013 awards) 26.2722-09-2015 42 381 Off-market acquisition of securities (2013 awards) 26.4922-09-2015 (30 187) On-market sale of securities (2014 awards) 26.2722-09-2015 43 439 Off-market acquisition of securities (2014 awards) 26.49

4-04-2016 (241 034) On-market sale of securities 2014 (Key Staff Retention Scheme) 24.48G Völkel 1-09-2015 46 775 Staff Incentive Scheme Deferred Options 2015 27.13

8-09-2015 4 075 Off-market acquisition of securities (2013 awards) 25.008-09-2015 (2 832) On-market sale of securities (2013 awards) 25.058-09-2015 3 913 On-market acquisition of securities (2014 awards) 25.008-09-2015 (2 719) Off-market sale (2014 awards) 25.054-04-2016 259 Distribution re-investment option 23.50

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 10 Group annual financial statements 30 June 2016

Directors’ report continued

UNVESTED OPTIONS FOR EXECUTIVE DIRECTORS (DEFERRED OPTIONS) AS AT 30 JUNE 2016

Total30 June

2017 30 June

201830 June

2019

2011 optionsLN Sasse 62 841 62 841 – –EK de Klerk 28 689 28 689 – –2013 optionsLN Sasse 71 835 71 835 – –EK de Klerk 48 349 48 349 – –G Völkel 6 907 6 907 – –2014 optionsLN Sasse 147 256 73 626 73 630 –EK de Klerk 102 151 51 074 51 077 –G Völkel 13 267 6 632 6 635 –2015 optionsLN Sasse 203 732 67 911 67 911 67 910EK de Klerk 147 255 49 085 49 085 49 085

G Völkel 46 775 15 592 15 592 15 591

KEY STAFF RETENTION SCHEME NOTIONAL AWARDS

2016 Beneficial Non-beneficial

Director Direct Indirect Total

EK de Klerk: Key Staff Retention Scheme Award 2014 2 160 000 2 160 000EK de Klerk: Key Staff Retention Scheme Award 2016 600 000 600 000LN Sasse: Key Staff Retention Scheme Award 2014 3 600 000 3 600 000

2015 Beneficial Non-beneficial

Director Direct Indirect Total

EK de Klerk: Key Staff Retention Scheme Award 2014 2 400 000 2 400 000LN Sasse: Key Staff Retention Scheme Award 2014 4 000 000 4 000 000

Directors’ transactions Date Notional

EK de Klerk 04/04/16 (240 000) Vested options – Key Staff Retention Scheme 11.43LN Sasse 04/04/16 (400 000) Vested options – Key Staff Retention Scheme 11.43

Note: The notional numbers vested resulted in the number of Growthpoint shares traded and/or retained in the trades above

UNVESTED OPTIONS FOR EXECUTIVE DIRECTORS (KEY STAFF RETENTION SCHEME NOTIONAL AWARDS) AS AT 30 JUNE 2016

Total 30 June

201730 June

201830 June

201930 June

202030 June

202130 June

202230 June

202330 June

2024

2014 optionsLN Sasse 3 600 000 400 000 800 000 800 000 800 000 400 000 400 000 – –EK de Klerk 2 160 000 240 000 480 000 480 000 480 000 240 000 240 000 – –2016 optionsEK de Klerk 600 000 – 60 000 60 000 120 000 120 000 120 000 60 000 60 000

Growthpoint Properties Limited / 11 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Independent auditor’s report

To the shareholders of Growthpoint Properties LimitedReport on the Group financial statementsWe have audited the group financial statements of Growthpoint Properties Limited, which comprise the statement of financial position as at 30 June 2016, and the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and the accounting policies and notes to the financial statements, as set out on pages 12 to 73.

Directors’ responsibility for the financial statementsThe company’s directors are responsible for the preparation and fair presentation of these 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 financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, these financial statements present fairly, in all material respects, the consolidated financial position of Growthpoint Properties Limited as at 30 June 2016, 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.

Other reports required by the Companies ActAs part of our audit of the financial statements for the year ended 30 June 2016, we have read the directors’ report, the declaration by Company Secretary and the report of the Audit Committee for the purpose of identifying whether there are material inconsistencies between these reports and the audited financial statements. These reports are the responsibility of the respective preparers. Based on reading these reports, we have not identified material inconsistencies between these reports and the audited financial statements. However, we have not audited these reports and accordingly do not express an opinion on these reports.

Report on other legal and regulatory requirementsIn terms of the IRBA Rule published in Government Gazette 39 475 dated 4 December 2015, we report that KPMG Inc. has been the auditor of Growthpoint Properties Limited for 15 years.

KPMG Inc.Registered Auditor

Per GL de Lange Chartered Accountant (SA) Registered Auditor Director31 August 2016

85 Empire RoadParktown2193

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 12 Group annual financial statements 30 June 2016

Accounting policies

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

The Group financial statements include the financial statements of Growthpoint, its subsidiary companies and controlled trusts (together referred to as the Group and individually as Group companies), the share of profit or loss and other comprehensive income of equity-accounted investees, and the Group’s share of assets, liabilities, income, expenses and cash flows of jointly controlled operations. Where reference is made to the “entity”, this means the company or the Group as appropriate in the context.

Nature of businessGrowthpoint is a Real Estate Investment Trust (REIT) company and is the largest South African listed property company which owns a property portfolio of 467 directly owned properties in South Africa valued at R73.8 billion, 58 properties valued at R30.9 billion through its 65.5% investment in Growthpoint Properties Australia (GOZ), and a 50% interest in the properties of the V&A Waterfront, valued at R7.8 billion.

The primary business of Growthpoint is long-term investment in quality, rental-generating properties. Properties are maintained, upgraded and refurbished where necessary, so as to increase their long-term value.

Basis of preparation(a) Statement of compliance The Group financial statements comprise the consolidated

financial statements. The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the JSE Listings Requirements, the requirements of the South African Companies Act 2008, as amended, and incorporate the principal accounting policies set out below.

The accounting policies applied in the preparation of these consolidated financial statements are consistent with those applied in the previous consolidated financial statements.

The financial statements of the company are presented separately from the consolidated financial statements and were approved by the directors on 31 August 2016, the same date as these financial statements. The separate financial statements are available from the Company Secretary.

(b) Basis of measurement The financial statements are prepared on the fair value

basis for investment properties as set out in note 1.3, investment properties classified as held for sale as set out in note 1.7, and financial instruments as set out in note 1.2. Other assets, liabilities and equity are stated at historic

cost. Fair value adjustments, where applicable, do not affect the calculation of distributable earnings but affect the net asset value per share to the extent that adjustments are made to the carrying values of assets and liabilities.

(c) Functional and presentation currency The consolidated financial statements are presented

in South African Rand (Rand), which is the company’s functional currency. All financial information presented in Rand has been rounded to the nearest million.

1. Significant accounting policies1.1 Basis of consolidation1.1.1 Accounting for business combinations The 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.

The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those through its power over the entity. The 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.

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.

The Group measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree.

Growthpoint Properties Limited / 13 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Transaction costs that the Group incurs in connection with a business combination, such as finder’s fees, legal fees, due diligence fees, and other professional and consulting fees, are expensed as incurred.

1.1.2 Accounting for acquisitions of non-controlling interests

Acquisitions of non-controlling interests that do not result in a loss of 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.

1.1.3 Subsidiaries Subsidiaries are those entities controlled by the Group. The

financial results of subsidiaries and controlled trusts are included in the consolidated financial statements from the date that control commences until the date that control ceases.

A list of the Group’s subsidiaries is set out in note 42.1, related-party transactions.

1.1.4 Interests in equity-accounted investees The Group’s interests in equity-accounted investees

comprise interests in joint ventures. 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.

Interests in joint ventures 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 joint control ceases.

1.1.5 Joint operations 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. 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.

1.1.6 Transactions eliminated on consolidation 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.

1.1.7 Common control transactions Transactions in which combining entities are controlled by

the same party or parties before and after the transaction, and that control is not transitory, are referred to as common control transactions. Where there are common control transactions in the Group, predecessor accounting is applied with no gain or loss recognised in profit or loss.

1.2 Financial instruments Financial instruments are contracts that give rise to a

financial asset of one entity, and a financial liability or equity instrument of another entity. All transaction costs relating to “financial instruments at fair value through profit or loss” are expensed immediately. Any gains or losses on these instruments arising from fair value adjustments, where appropriate, do not affect distributable earnings. The Group recognises financial instruments on the date it commits to purchase or sell such instruments. From this date, any gains and losses in the fair value of the financial assets and financial liabilities are recorded in profit or loss.

The 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.

1.2.1 Listed investments The listed investment in the Stenham European Shopping

Centre Fund (SESCF) 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 SESCF 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, 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. Fair value adjustments are transferred to a non-distributable reserve in the statement of changes in equity.

1.2.2 Long-term loans Long-term loans are initially recognised and subsequently

measured at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. Interest earned on long-term loans is recognised on an accrual basis using the effective interest method. Fair value adjustments are transferred to a non-distributable reserve in the statement of changes in equity.

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Accounting policies continued

1.2.3 Trade and other receivables Trade and other receivables are financial assets with fixed

or determinable payments that are not quoted in an active market, are initially recognised at fair value plus any directly attributable transaction costs and subsequently measured at amortised cost which approximates fair value. An estimate is made for credit losses based on a review of all outstanding amounts at year end. Bad debts are written off to profit or loss during the year in which they are identified. Interest earned on trade receivables is recognised on an accrual basis using the effective interest method.

1.2.4 Cash and cash equivalents Cash and cash equivalents comprise cash balances and call

deposits with maturities of three months or less from the acquisition date. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in fair value. Cash and cash equivalents are measured at amortised cost which approximates fair value. Interest earned on cash invested with financial institutions is recognised on an accrual basis using the effective interest method.

1.2.5 Trade payables Trade payables are initially recognised at fair value plus any

directly attributable transaction costs and subsequently measured at amortised cost which approximates fair value. Interest payable on trade payables is recognised on an accrual basis using the effective interest method.

1.2.6 Derivative financial instruments Derivative financial instruments are initially recognised

and subsequently measured at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. Fair value adjustments are transferred to a non-distributable reserve in the statement of changes in equity.

The Group holds interest rate swap and foreign exchange derivative instruments. The fair value of interest rate swaps is the estimated amount that the entity would receive or pay to terminate the swap at the reporting date, taking into account current interest rates and the current creditworthiness of the swap counterparties. The fair value of foreign exchange contracts is valued by discounting the forward rates applied at year end to the open hedged positions.

1.2.7 Financial liabilities Non-derivative financial liabilities comprising long-

term interest-bearing loans are initially recognised and subsequently measured at fair value, with gains or losses being recognised in profit or loss. The fair value is estimated by discounting the future cash payments using the market rate applicable at the reporting date. Interest payable on financial liabilities is recognised on an accrual basis using the effective interest method.

1.2.8 Offset Financial assets and financial liabilities are offset and

the net amount presented in the statement of financial position when the Group has a legally enforceable right to offset the recognised amounts, and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. An entity currently has a legally enforceable right to set-off if that right is not contingent on a future event and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all counterparties. Gross settlement is equivalent to net settlement if, and only if, the gross settlement mechanism has features that eliminate or result in insignificant credit and liquidity risk, and process receivables and payables in a single settlement process or cycle.

1.3 Investment property 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.

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.

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

Subsequent to initial recognition, investment properties are measured at their fair value. Fair value adjustments are recognised in profit or loss and transferred to a non-distributable reserve in the statement of changes in equity.

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.

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 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.

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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.

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.

1.4 Intangible assets1.4.1 Goodwill Goodwill that arises upon the acquisition of subsidiaries is

included in intangible assets.

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.

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

1.4.2 Other intangible assets Other intangible assets that are acquired by the entity,

which have finite useful lives, are recognised initially at cost and subsequently 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 gain or loss arising from recognition of an intangible asset is determined as the difference between the proceeds and the carrying amount. The difference is recognised in profit or loss.

1.4.3 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.

Subsequently, the amortisation is transferred to a non-distributable reserve in the statement of changes in equity.

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

Amortisation methods, useful lives and residual values are re-assessed annually.

1.5 Equipment Items of equipment are recognised initially at cost

and subsequently measured at cost less accumulated depreciation and accumulated impairment losses. Items of equipment are depreciated from the date they are ready for use. Depreciation is recognised in profit or loss and is based on the cost of the asset less its residual value and recognised on a straight-line basis, over the current estimated useful lives of the assets. The estimated useful lives of the assets for the current and comparative periods are: ~ Furniture and fittings 5 years ~ Equipment 2 – 5 years

Depreciation methods, useful lives and residual values are reassessed annually.

Subsequent expenditure relating to an item of equipment is capitalised when it is probable that future economic benefits will flow to the entity and its cost can be measured reliably.

All other subsequent expenditure is recognised as an expense in the period in which it is incurred.

The gain or loss arising from derecognition of an item or equipment is included in profit or loss when the item is derecognised.

1.6 Impairment The carrying amount of the Group’s non-financial assets,

other than investment property and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, 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.

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Accounting policies continued

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. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

1.7 Non-current assets held for sale 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.

1.8 Provisions Provisions are recognised when the Group has a present

legal or constructive obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and, in addition, a reliable estimate of the amount can be made. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.

1.9 Ordinary shares Ordinary shares are classified as equity. Incremental costs

directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

1.10 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 not reduced by the treasury shares for the purpose of the dividend per share calculations. Dividends received on treasury shares are recognised directly in equity.

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.

1.11 Dividends paid 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.

1.12 Foreign currency Foreign currency transactions Transactions in foreign currencies are translated to the

respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are re-translated to the functional currency at the exchange rate at that date.

The foreign currency gain or loss on monetary items is the difference between the amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are re-translated to the functional currency at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on re-translation are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

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Foreign operations 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).

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.

Foreign currency differences on translation of the financial position and results of a foreign operation into the Group’s presentation currency are recognised in other comprehensive income and accumulated in the foreign currency translation reserve (FCTR), except to the extent that the translation difference is allocated to non-controlling interests. When a foreign operation is disposed of, in part or in full, such that control, significant influence or joint control is lost, the cumulative amount in the FCTR is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant portion of the cumulative amount is reclassified to profit or loss.

1.13 Non-distributable reserve The non-distributable reserve relates 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.

1.14 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.

An adjustment is made to contractual rental income earned to bring to account in the current period the difference between the rental income that the entity is currently entitled to and the rental for the period calculated on a smoothed, straight-line basis over the period of the lease term. This does not affect distributable earnings.

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.

1.15 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.

1.16 Property letting commissions and tenant installations When considered material, letting commissions incurred

and tenant installation costs are written off over the period of the lease. Letting commissions paid in respect of new developments are capitalised to the cost of the property.

1.17 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.

1.18 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, in which case it is recognised 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).

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Accounting policies continued

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 deferred tax relating to the amortisation of the intangible asset is initially recognised in profit or loss and is subsequently transferred to a non-distributable reserve in the statement of changes in equity. 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.

Dividends received by or accrued to South African tax residents are exempt from dividend withholding tax, but will be included in the gross income of such shareholders and will not be exempt from the income tax in terms of the exclusion to the general dividend exemption contained in section 10(1)(k)(i)(aa) of the Income Tax Act because they are dividends distributed by a REIT. Any dividend received by a non-resident from a REIT will be subject to dividend withholding tax at 15%, unless the rate is reduced in terms of any applicable agreement for the avoidance of double

taxation between South Africa and the country of residence of the non-resident shareholder. Dividends received by non-resident shareholders from a REIT will not be taxable as income in South Africa and instead will be treated as ordinary dividends which are exempt from income tax in terms of the general dividend exemption section 10(1)(k) of the 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.

1.19 Borrowing costs Borrowing costs incurred on qualifying 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 borrowing costs are expensed in profit or loss in the period in which they are incurred using the effective interest method.

1.20 Employee benefits1.20.1 Short-term benefits The cost of all short-term employee benefits is recognised

during the period in which the employee renders the related service. Short-term employee benefits are measured on an undiscounted basis. The accrual for employee entitlements to salaries, bonuses, staff incentive schemes and annual leave represents the amount which the Group has a present legal or constructive obligation to pay as a result of employees’ services provided up to the reporting date.

1.20.2 Defined contribution plans A defined contribution plan is a post-employment benefit

plan under which an entity pays fixed contributions to a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to the defined contribution provident plan are recognised as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

1.20.3 Share-based payment transactions 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

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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.

1.21 Non-cash charges and capital items Amortisation of intangible assets, as well as expenses

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

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

1.22 Segment reporting Determination and presentation of operating segments 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 has six main reportable segments, namely:

~ Retail ~ Office ~ Industrial ~ Australia ~ V&A Waterfront ~ Other joint ventures

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. 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 discrete financial information is available.

Segment results that are reported to Exco include items directly attributable to a segment or a region, as well as those that can be allocated on a reasonable basis. Unallocated items are reported by location and mainly comprise long-term loans granted, intangible assets, derivatives, trade and other receivables, cash and cash equivalents, deferred tax, other non-current liabilities (borrowings), trade and other payables, and the related income and expenses to these items.

Segment capital expenditure is the total cost incurred during the period on investment property, including costs incurred on the investment property of the V&A Waterfront, as well as other joint ventures.

In 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 segments have been identified: ~ Greater Johannesburg ~ Pretoria ~ Western Cape ~ KwaZulu-Natal ~ Eastern Cape ~ North West ~ Australia ~ V&A Waterfront ~ Other joint ventures

1.23 Key judgements and sources of estimation uncertainty The preparation of financial statements in conformity

with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Information regarding judgements that have the most significant effect on the amounts recognised in the financial statements, as well as the key sources of estimation uncertainty, is set out in: ~ note 11 taxation ~ note 15 investment property ~ note 18 intangible assets ~ note 30 deferred taxation ~ note 43 financial instruments

Measurement of fair values 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.

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Accounting policies continued

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 (i.e. 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.

1.24 Standards and interpretations applicable to the Group not yet effective

There are new or revised accounting standards and interpretations in issue that are not yet effective. These include the following standards and interpretations that are material to the business of the entity and which may have an impact on future financial statements, or those for which the impact has not as yet been assessed. These standards were not early adopted.

IFRS 9 Financial instruments IFRS 9 addresses the following and will replace the relevant

sections of IAS 39: ~ The classification and measurement of financial assets ~ The classification and measurement of financial liabilities ~ The derecognition of financial assets and liabilities

Under IFRS 9 there are two options in respect of the classification of financial assets, namely financial assets measured at amortised cost or at fair value. Financial assets are measured at amortised cost when the business model is to hold assets in order to collect contractual cash flows and when they give rise to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets are measured at fair value. Embedded derivatives are no longer separated from hybrid contracts that have a financial asset host.

IFRS 9 has retained in general the requirements of IAS 39 for financial liabilities, except for the following two aspects: ~ Fair value changes for financial liabilities (other than financial guarantees and loan commitments) designated at fair value through profit or loss, that are attributable to the changes in the credit risk of the liability, will be

presented in other comprehensive income (OCI). The remaining amount of the fair value change is recognised in profit or loss. However, if this requirement creates or enlarges an accounting mismatch in profit or loss, then the whole fair value change is presented in profit or loss. The determination as to whether such presentation would create or enlarge an accounting mismatch is made on initial recognition and is not subsequently re-assessed.

~ Derivative liabilities that are linked to and must be settled by delivery of an unquoted equity instrument whose fair value cannot be reliably measured, are measured at fair value.

IFRS 9 incorporates the guidance in IAS 39 dealing with fair value measurement and accounting for derivatives embedded in a host contract that is not a financial asset, as well as the requirements of IFRIC 9 Reassessment of embedded derivatives. IFRS 9 will be adopted by the Group for the first time for its financial reporting period ending 30 June 2019. The standard will be applied retrospectively, subject to transitional provisions.

The Group is assessing the potential impact on its consolidated financial statements resulting from the application of IFRS 9.

IFRS 15 Revenue from contracts with customers This standard replaces IAS 11 Construction contracts,

IAS 18 Revenue, IFRIC 13 Customer loyalty programmes, IFRIC 15 Agreements for the construction of real estate, IFRIC 18 Transfer of assets from customers and SIC 31 Revenue – barter of transactions involving advertising services.

The standard contains a single model that applies to contracts with customers and two approaches to recognising revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognised. IFRS 15 will be adopted by the Group for the first time for its financial reporting period ending 30 June 2019.

The Group is assessing the potential impact on its consolidated financial statements resulting from the application of IFRS 15.

IFRS 11 Joint arrangements (amendments) The objective was to add new guidance to IFRS 11 Joint

arrangements on the accounting for the acquisition of an interest in a joint operation that constitutes a business. The IASB decided that acquirers of such interests shall apply all of the principles on business combinations accounting in IFRS 3 Business combinations, and other IFRS, that do

Growthpoint Properties Limited / 21 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

not conflict with the guidance in IFRS 11 and disclose the information that is required in those IFRS in relation to business combinations. IFRS 11 (amended) will be adopted by the Group for the first time for its financial reporting period ending 30 June 2017.

The Group is assessing the potential impact on its consolidated financial statements resulting from the application of IFRS 11 (amended).

Sale or contribution of assets between an investor and its associate or joint venture (amendment to IFRS 10 and IAS 28)

The objective of the project is to address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. It will be adopted by the Group for the first time for its financial reporting period ending 30 June 2018.

The Group is assessing the potential impact on its consolidated financial statements resulting from the application of IFRS 10 and IAS 28 (amended).

Disclosure initiative (amendments to IAS 1) The International Accounting Standards Board (IASB) has

published “disclosure initiative (amendments to IAS 1)”. The amendments aim at clarifying IAS 1 to address perceived impediments to preparers exercising their judgement in presenting their financial reports. It will be adopted by the Group for the first time for its financial reporting period ending 30 June 2017.

The Group is assessing the potential impact on its consolidated financial statements resulting from the application of IAS 1 (amended).

IFRS 16 Leases This standard replaces IAS 17 Leases, IFRIC 4 Determining

whether an arrangement contains a lease, SIC 15 Operating leases – incentives and SIC 27 Evaluating the substance of transactions involving the legal form of a lease.

The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor accounting substantially unchanged from its predecessor, IAS 17 Leases. IFRS 16 will be adopted by the Group for the first time for its financial reporting period ending 30 June 2020.

The Group is assessing the potential impact on its consolidated financial statements resulting from the application of IFRS 16.

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 22 Group annual financial statements 30 June 2016

Statement of profit or loss and other comprehensive incomeFor the year ended 30 June 2016

Notes2016

Rm2015

Rm

Revenue, excluding straight-line lease income adjustment 9 764 7 740Straight-line lease income adjustment 15.2 455 130

Revenue 2 10 219 7 870Property expenses 3 (2 126) (1 630)

Net property income 8 093 6 240Other operating expenses and income 4 (308) (303)

Operating profit 7 785 5 937Fair value adjustments 5 409 3 562Equity-accounted investments profit – net of tax 6 543 484Finance costs 7 (2 466) (2 086)Non-cash charges 8 (121) (1 723)Capital items 9 (32) 1 078Finance and other investment income 10 690 916

Profit before taxation 6 808 8 168Taxation 11 (841) (264)

~ Normal taxation (76) (72) ~ Deferred taxation (765) (192)

Profit after taxation 5 967 7 904Attributable to equity holders 5 159 6 955Attributable to non-controlling interest 808 949

Other comprehensive income

Items that are or may be reclassified to profit and loss:

Translation of foreign operations 2 282 (703)Fair value adjustments of listed investments – 1 143Fair value adjustments of listed investments – reclassified to profit or loss – (1 097)

Total comprehensive income 8 249 7 247Attributable to equity holders 6 653 6 548Attributable to non-controlling interest 1 596 699

Cents Cents

Basic earnings per share 12 190.29 294.74

Diluted earnings per share 12 189.53 292.68

Growthpoint Properties Limited / 23 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Statement of financial positionAs at 30 June 2016

Notes2016

Rm2015

Rm

ASSETS

Non-current assets 113 176 103 187

Fair value of investment property for accounting purposes 15.1 100 274 90 917

Straight-line lease income adjustment 15.2 2 478 2 118

Fair value of property assets 102 752 93 035

Equity-accounted investments 16 6 821 6 464

Listed investments 17 440 380

Intangible assets 18 2 461 2 580

Equipment 19 6 9

Long-term loans granted 20 589 614

Derivative assets 107 105

Current assets 5 351 3 216

Investment property classified as held for sale 15.3 1 938 539

Current portion of long-term loans granted 20 16 467

Trade and other receivables 21 2 496 1 705

Cash and cash equivalents 22 901 505

Total assets 118 527 106 403

EQUITY AND LIABILITIES

Shareholders’ interest 68 295 63 369

Share capital 23 42 929 41 132

Treasury shares 24 (600) (646)

Foreign currency translation reserve 25 2 602 1 072

Non-distributable reserve 26 20 736 20 604

Retained income 2 628 1 207

Non-controlling interest 27 5 871 4 713

Total equity 74 166 68 082

Other non-current liabilities 37 565 30 372

Interest-bearing borrowings 28 34 089 27 979

Derivative liabilities 28 1 094 776

Deferred taxation liability 30 2 382 1 617

Current liabilities 6 796 7 949

Trade and other payables 31 2 045 1 802

Current portion of non-current financial liabilities 28 4 491 5 930

Taxation payable 29 31

Linked unitholders for distribution 231 186

Total equity and liabilities 118 527 106 403

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 24 Group annual financial statements 30 June 2016

Statement of changes in equityFor the year ended 30 June 2016

Attributable to owners of the company

Sharecapital

Rm

Treasuryshares

Rm

Foreign currency

translation reserve

(FCTR)Rm

Non- distri-

butable reserve

(NDR)Rm

Retained earnings

(RE)Rm

Share-holders’interest

Rm

Non- controlling

interest(NCI)

Rm

Totalequity

Rm

Balance at 30 June 2014 29 436 (682) 1 506 17 743 1 892 49 895 4 180 54 075Total comprehensive income– Profit after taxation – – – – 6 955 6 955 949 7 904Total comprehensive income– Other comprehensive income – – (453) 46 – (407) (250) (657)Transactions with owners recognised directly in equity:Contributions by and distributions to owners:Shares issued 11 696 – – – – 11 696 – 11 696Acquisition of subsidiary with NCI – – – – – – 64 64Cash adjustment on business acquisitions – – – – 4 4 – 4Dividends received on treasury shares – – – – 66 66 – 66Transfer non-distributable items to NDR – – – 2 790 (2 790) – – –Share-based payment transactions – 36 – 72 – 108 – 108Transfer to NDR with NCI – – – (47) 47 – – –Dividends declared – NCI – – – – – – (374) (374)Dividends declared – – – – (4 920) (4 920) – (4 920)Changes in ownership interests:Rights issue and acquisitions – GOZ – – 19 – (47) (28) 144 116

Balance at 30 June 2015 41 132 (646) 1 072 20 604 1 207 63 369 4 713 68 082

Total comprehensive income – profit after taxation – – – – 5 159 5 159 808 5 967 Total comprehensive income – other comprehensive income – – 1 494 – – 1 494 788 2 282 Transactions with owners recognised directly in equity:Contributions by and distributions to owners:Shares issued 1 797 – – – – 1 797 – 1 797 Dividends received on treasury shares 39 39 – 39 Transfer non-distributable items to NDR – – – 150 (150) – – – Share-based payment transaction – 46 – 7 53 – 53 Transfer to NDR reserves with NCI – – – (25) 25 – – – Dividends declared – NCI – – – – – – (439) (439)Dividends declared – – – – (3 652) (3 652) – (3 652)Changes in ownership interests:Rights issue and acquisitions – GOZ – – 36 – – 36 66 102 Acquisition of NCI without a change in control – – – – – – (65) (65)

Balance at 30 June 2016 42 929 (600) 2 602 20 736 2 628 68 295 5 871 74 166

2016Cents

2015Cents

Dividend per share (note 13) 183.80 173.40

Growthpoint Properties Limited / 25 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Statement of cash flowsFor the year ended 30 June 2016

Notes2016

Rm2015

Rm

Cash flows from operating activitiesCash received from tenants 8 973 7 066Cash paid to suppliers (1 651) (1 155)

Cash generated from operations 33 7 322 5 911Finance income, excluding accrued interest on long-term loans 51 497Finance costs, excluding accrued interest on non-current financial liabilities (2 538) (2 055)Taxation paid 34 (78) (54)Capital items (32) (38)Distribution to shareholders/unitholders 35 (4 073) (5 618)

Net cash inflow/(outflow) from operating activities 652 (1 357)

Cash flows from investing activitiesInvestment in investment property (6 799) (2 943)Investment in investment property classified as held for sale (85) (1)Investment in joint ventures – (42)Investment in listed investment – (34)Investment in intangible assets (3) (4)Equity-accounted investments 187 –Investment in equipment – (2)Acquisition of subsidiaries net of cash acquired (note 39.1) (172) (21)Long-term loan advanced (35) (101)Proceeds from repayment/settlement of long-term loans and finance income 544 11Investment in treasury shares (25) (4)Proceeds on sale of investment property 505 701Proceeds on sale of investment property classified as held for sale 624 157

Net cash outflow from investing activities 36 (5 259) (2 283)

Cash flows from financing activitiesNon-current financial liabilities raised 8 575 7 653Repayment of non-current financial liabilities (5 427) (6 635)Proceeds from distribution re-investment plan/rights issues to NCI of GOZ 66 116Proceeds from issue of shares 1 734 2 647

Net cash inflow from financing activities 4 948 3 781

Translation effects on cash and cash equivalents of foreign operation 55 (11)

Net increase in cash and cash equivalents 396 130Cash and cash equivalents at beginning of year 505 375

Cash and cash equivalents at end of year 22 901 505

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 26 Group annual financial statements 30 June 2016

Segmental analysisFor the year ended 30 June 2016

South Africa

Retail Rm

Office Rm

Industrial Rm

TotalSouth Africa

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Otherjoint

ventures1 Rm

Total Rm

Statement of profit or loss and other comprehensive income extracts 2016Revenue, excluding straight-line lease income adjustment 2 953 3 428 1 208 7 589 2 175 9 764 639 8 10 411Property expenses (814) (794) (256) (1 864) (262) (2 126) (177) (4) (2 307)

Segment results 2 139 2 634 952 5 725 1 913 7 638 462 4 8 104

Material non-cash itemsFair value adjustment – Investment property 448 (457) 106 97 730 827 585 (7) 1 405Fair value adjustment – Investment property NCI – – – – 385 385 – – 385

Total material non-cash items 448 (457) 106 97 1 115 1 212 585 (7) 1 790

TotalSouth Africa

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Otherjoint

ventures1 Rm

Total Rm

Further extracts of statement of profit or loss and other comprehensive income 2016Other operating expenses and income (204) (104) (308) (20) – (328)Finance costs (1 989) (477) (2 466) (30) (8) (2 504)Finance and other investment income 684 6 690 69 – 759

Total (1 509) (575) (2 084) 19 (8) (2 073)

South Africa

Retail Rm

Office Rm

Industrial Rm

TotalSouth Africa

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Otherjoint

ventures1 Rm

Total Rm

Statement of financial position extracts at 30 June 2016– Investment propertyOpening balance 1 July 2015 28 213 32 901 10 436 71 550 22 024 93 574 6 761 631 100 966Acquisitions – Pin Mill portfolio – 178 – 178 – 178 – – 178Acquisitions – other – 220 442 662 3 410 4 072 – – 4 072Developments and capital expenditure 549 1 302 543 2 394 441 2 835 420 27 3 282Disposals – (887) (242) (1 129) – (1 129) – (240) (1 369)Foreign exchange loss – – – – 3 948 3 948 – – 3 948Fair value adjustments 448 (457) 106 97 1 115 1 212 585 (7) 1 790

Fair value of total property assets at 30 June 2016 29 210 33 257 11 285 73 752 30 938 104 690 7 766 411 112 867

~ Fair value of long-term property assets 29 210 33 112 11 166 73 488 29 264 102 752 7 766 411 110 929

~ Investment property reclassified as held for sale – 145 119 264 1 674 1 938 – – 1 938

1 Refer to note 16.2.

Growthpoint Properties Limited / 27 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

SouthAfrica

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Otherjoint

ventures1

RmTotal

Rm

Further extracts of statement of financial position at 30 June 2016

Intangible assets 2 461 – 2 461 – – 2 461Listed investments 440 – 440 – – 440Trade and other receivables 2 008 488 2 496 48 – 2 544Cash and cash equivalents 121 780 901 28 5 934

Assets 5 030 1 268 6 298 76 5 6 379

Trade and other payables (1 606) (439) (2 045) (84) (3) (2 132)Financial liabilities (25 704) (13 970) (39 674) (306) (404) (40 384)

~ Nominal value – interest-bearing liabilities (24 818) (13 760) (38 578) (306) (404) (39 288) ~ Fair value adjustment (880) (210) (1 090) – – (1 090) ~ Foreign translation differences (6) – (6) – – (6)

Liabilities (27 310) (14 409) (41 719) (390) (407) (42 516)

South Africa

Retail Rm

Office Rm

Industrial Rm

TotalSouth Africa

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Otherjoint

ventures1 Rm

Total Rm

Statement of profit or loss and other comprehensive income extracts 2015 Revenue, excluding straight-line lease income adjustment 1 995 2 752 1 149 5 896 1 844 7 740 553 19 8 312Property expenses (525) (635) (257) (1 417) (213) (1 630) (154) (5) (1 789)

Segment results 1 470 2 117 892 4 479 1 631 6 110 399 14 6 523

Material non-cash itemsFair value adjustment – Investment property 896 772 202 1 870 1 077 2 947 480 19 3 446Fair value adjustment – Investment property NCI – – – – 587 587 – – 587Impairment of goodwill (949) (569) (40) (1 558) – (1 558) – – (1 558)

Total material non-cash items (53) 203 162 312 1 664 1 976 480 19 2 475

South Africa

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Otherjoint

ventures1 Rm

Total Rm

Further extracts of statement of profit or loss and other comprehensive income 2015Other operating expenses and income (222) (81) (303) (16) (3) (322)Finance costs (1 663) (423) (2 086) (28) (11) (2 125)Finance and other investment income 909 7 916 8 – 924

Total (976) (497) (1 473) (36) (14) (1 523)1 Refer to note 16.2.

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 28 Group annual financial statements 30 June 2016

Segmental analysis continued

For the year ended 30 June 2016

South Africa

Retail Rm

Office Rm

Industrial Rm

Total SouthAfrica

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Otherjoint

ventures1 Rm

Total Rm

Statement of financial position extracts at 30 June 2015– Investment propertyOpening balance 1 July 2014 15 756 24 012 9 286 40 054 20 859 69 913 5 947 315 76 175Acquisitions – Acucap and Sycom portfolio 11 324 6 789 473 18 586 – 18 586 – 569 19 155Acquisitions – other – 755 21 776 637 1 413 25 – 1 438Developments and capital expenditure 352 1 003 530 1 885 306 2 191 309 – 2 500Disposals (115) (430) (76) (621) (237) (858) – (272) (1 130)Foreign exchange loss – – – – (1 205) (1 205) – – (1 205)Fair value adjustments 896 772 202 1 870 1 664 3 534 480 19 4 033

Fair value of total property assets at 30 June 2015 28 213 32 901 10 436 71 550 22 024 93 574 6 761 631 100 966

~ Fair value of long-term property assets 28 213 32 432 10 366 71 011 22 024 93 035 6 761 631 100 427

~ Investment property reclassified as held for sale – 469 70 539 – 539 – – 539

SouthAfrica

RmAustralia

Rm

Total asreported

Rm

V&AWaterfront

Rm

Otherjoint

ventures1

RmTotal

Rm

Further extracts of statement of financial position at 30 June 2015

Intangible assets 2 580 – 2 580 – – 2 580Opening balance 1 July 2014 1 258 – 1 258 – – 1 258Acquisition through business combinations 2 978 – 2 978 – – 2 978Impairment loss (1 558) – (1 558) – – (1 558)Additions during the year 4 – 4 – – 4Amortisation for the year (102) – (102) – – (102)Listed investments 380 – 380 – – 380Trade and other receivables 1 353 352 1 705 23 – 1 728Cash and cash equivalents 253 252 505 129 3 637

Assets 4 566 604 5 170 152 3 5 325

Trade and other payables (1 514) (288) (1 802) (102) (10) (1 914)Financial liabilities (26 130) (8 555) (34 685) (197) (502) (35 384)

~ Nominal value – interest-bearing liabilities (25 444) (8 367) (33 811) (197) (502) (34 510) ~ Fair value adjustment (686) (131) (817) – – (817) ~ Foreign translation differences – (57) (57) – – (57)

Liabilities (27 644) (8 843) (36 487) (299) (512) (37 298)1 Refer to note 16.2.

All non-current assets are located in South Africa, except for the investment in SESCF (note 17) and the investment property located in Australia.

Growthpoint Properties Limited / 29 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

GreaterJhb Pretoria

WesternCape

Kwa-Zulu-Natal

EasternCape

NorthWest Other

TotalSouthAfrica Australia

Totalas

reported

V&A Water-

front

Otherjoint

ventures TotalRm Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm Rm

Statement of profit or loss and other comprehensive income extracts 2016Net property income, excluding straight-line lease income adjustment 3 268 409 1 201 455 225 123 44 5 725 1 913 7 638 462 4 8 104

Investment property 2016Opening fair value of property assets 40 608 5 461 14 993 5 488 3 034 1 514 452 71 550 22 024 93 574 6 761 631 100 966 Acquisitions 799 – – 41 – – – 840 3 410 4 250 – – 4 250 Developments and capital expenditure 1 503 54 426 272 128 10 1 2 394 441 2 835 420 27 3 282 Disposals at fair value (804) (10) (22) (24) (269) – – (1 129) – (1 129) – (240) (1 369) Foreign exchange gain – – – – – – – – 3 948 3 948 – – 3 948 Fair value adjustments (697) 132 484 22 92 83 (19) 97 1 115 1 212 585 (7) 1 790

Closing fair value of property assets 41 409 5 637 15 881 5 799 2 985 1 607 434 73 752 30 938 104 690 7 766 411 112 867

Statement of profit or loss and other comprehensive income extracts 2015Net property income, excluding straight-line lease income adjustment 2 571 381 830 386 151 115 45 4 479 1 631 6 110 399 14 6 523

Investment property 2015Opening fair value of property assets 27 853 5 033 8 414 4 218 1 621 1 435 480 49 054 20 859 69 913 5 947 315 76 175Acquisitions 11 103 295 5 702 923 1 339 – – 19 362 637 19 999 25 569 20 593Developments and capital expenditure 1 172 36 365 236 50 25 1 1 885 306 2 191 309 – 2 500Disposals at fair value (399) (152) (45) (16) (9) – – (621) (237) (858) – (272) (1 130)Foreign exchange gain – – – – – – – – (1 205) (1 205) – – (1 205)Fair value adjustments 879 249 557 127 33 54 (29) 1 870 1 664 3 534 480 19 4 033

Closing fair value of property assets 40 608 5 461 14 993 5 488 3 034 1 514 452 71 550 22 024 93 574 6 761 631 100 966

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 30 Group annual financial statements 30 June 2016

Segmental analysis continued

For the year ended 30 June 2016

Reconciliations of information on reportable segments to IFRS measures

2016Rm

2015Rm

RevenuesTotal revenue for reportable segments 9 764 7 740 Unallocated amounts:

~ Straight-line lease income adjustment 455 130

Consolidated revenue 10 219 7 870

Profit before taxationStatement of profit or loss and other comprehensive income extracts 7 638 6 110 Material non-cash items 1 212 1 976 Further extracts of statement of profit or loss and other comprehensive income (2 084) (1 473) Unallocated amounts:

~ Straight-line lease income adjustment 455 130 ~ Fair value adjustments (other than investment property) (803) 28 ~ Immaterial non-cash charges (121) (165) ~ Capital items (32) 1 078 ~ Equity-accounted investments profit – net of tax 543 484

Consolidated profit before taxation 6 808 8 168

AssetsStatement of financial position extracts at 30 June 2016 104 690 93 574 Further extracts of statement of financial position 6 298 5 170 Unallocated amounts:

~ Equity-accounted investments 6 821 6 464 ~ Equipment 6 9 ~ Long-term loans granted 605 1 081 ~ Derivative assets 107 105

Consolidated total assets 118 527 106 403

LiabilitiesFurther extracts of statement of financial position (41 719) (36 487) Unallocated amounts:

~ Deferred taxation liability (2 382) (1 617) ~ Taxation payable (29) (31) ~ Linked unitholders for distribution (231) (186)

Consolidated total liabilities (44 361) (38 321)

Growthpoint Properties Limited / 31 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016

Rm2015

Rm

1. Accounting policies and basis of preparationRefer to page 12 for the accounting policies and basis of preparation.

2. RevenueAssessment rates recovered 526 406Casual parking 86 68Contracted operating cost recoveries 562 508Contracted rental 8 429 6 625Other income 91 73Property management income 16 18Turnover rental 54 42

Revenue, excluding straight-line lease income adjustment 9 764 7 740Straight-line lease income adjustment 455 130

10 219 7 870

3. Property expensesAssessment rates 796 617Bad debts 16 16Cleaning 122 85Consulting fees 73 55Electricity – net (69) (41)

~ Cost 1 137 830 ~ Recovery (1 206) (871)

Insurance 57 54Letting commissions 44 22Other property expenses 227 135Personnel expenses 236 173

~ Contributions to defined contribution plan 17 16 ~ Expense for equity-settled share-based payments 20 10 ~ Other 199 147

Property management expenses 68 71Promotions and marketing costs – net 18 17

~ Cost 51 36 ~ Recovery (33) (19)

Property management fee 1 2Repairs and maintenance 187 149Security 223 171Tenant installation costs 89 71Water and other municipal charges – net 38 33

~ Cost 211 160 ~ Recovery (173) (127)

2 126 1 630

Notes to the financial statementsFor the year ended 30 June 2016

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 32 Group annual financial statements 30 June 2016

2016

Rm2015

Rm

4. Other operating expenses and incomeAdministration costs 51 37Development fees earned (34) (30)Asset management costs 232 238

~ Contributions to defined contribution plan 11 11 ~ Expense for equity-settled share-based payments 30 42 ~ Other personnel expenses 154 168 ~ Other asset management expenses 37 17

Auditor’s remuneration – audit fee* 15 17Directors’ fees** 32 30Legal fees 2 3Other fund expenses 10 8

308 303

* The audit fee in respect of GOZ of R2.6 million (FY15: R1.8 million) is included. Fees paid for non-audit services of R1.8 million (FY15: R1.1 million) are included in property management expenses (note 3). All non-audit services in excess of R250 000 are subject to pre-approval by the Audit Committee.

** For details on directors’ remuneration refer to note 42.3.

5. Fair value adjustmentsGross investment property fair value adjustment 1 212 3 534Less: Straight-line income adjustment (455) (130)

Net investment property revaluation 757 3 404Interest-bearing borrowings – gain 144 10Derivatives – (loss)/gain (298) 261Derivatives – realised loss (249) (116)Fair value of listed investment – gain 60 2Long-term loans granted – (loss)/gain (5) 1

Fair value adjustment 409 3 562

6. Equity-accounted investment profit – net of taxEquity-accounted investment profit – V&A Waterfront (net of tax) (notes 6.1 and 16.1) 569 473Equity-accounted investments (loss)/profit – other (net of tax) (notes 6.2 and 16.2) (26) 11

543 484

6.1 Equity-accounted investment profit – V&A Waterfront (net of tax)Non-distributable income from investment 569 473Interest received exceeding distributable income – –Interest received from investment (429) (368)Interest received from development funding (50) –Distributable income 479 368

569 473

6.2 Equity-accounted investments (loss)/profit – other (net of tax)Non-distributable (loss)/profit from investment (26) 11Investment income exceeding distributable income – –Investment income received (21) (10)Development fee received (31) (3)Distributable income 52 13

(26) 11

Refer to note 16 for detail regarding the equity-accounted investments of the Group.

Growthpoint Properties Limited / 33 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016

Rm2015

Rm

7. Finance costsInterest paid on financial liabilities 2 690 2 185Less: Borrowing costs capitalised to investment property developments (at prime less 0.5%) (224) (99)

2 466 2 086

8. Non-cash chargesAmortisation of intangible assets 99 102Impairment of goodwill (note 18) – 1 558Increase in Staff Incentive Scheme cost 22 63

121 1 723

9. Capital itemsCosts incurred on business acquisitions – 38Capital expenses/(income) 38 (19)Realised profit on sale of listed investment – (1 097)Bargain purchase (note 39.1) (6) –

32 (1 078)

10. Finance and other investment incomeFinance income from:Banks 43 39Listed investments 22 345Long-term loans (additional interest on refinanced BEE loan) – 45Long-term loans 45 64Investment income from:Investment in joint venture – V&A Waterfront 429 368Investment in joint venture – V&A Waterfront development funding interest 50 –Investment in joint ventures – other 21 10Other 80 45

690 916

11. TaxationNormal – current year (including withholding tax on GOZ distribution) 76 72Deferred taxation – other (71) (59)Deferred taxation – GOZ 858 279Deferred taxation – amortisation of intangible asset (22) (28)

841 264

The taxation charge is reconciled as follows:Statutory taxation charge at 28% 1 906 2 287Fair value adjustments not taxable due to REIT status (395) (1 236)Exempt income 1 538Disallowable expenses (74) (86)Taxation rate difference and withholding tax on GOZ 766 (63)Deferred tax on assessed loss (36) –Qualifying distribution (1 327) (1 176)

Effective taxation charge 841 264

Effective taxation rate 12.35% 3.25%

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 34 Group annual financial statements 30 June 2016

12. Earnings per shareThe directors are of the view that the disclosure of earnings per share, while obligatory in terms of IAS 33 Earnings per share, and the JSE Listings Requirements, is not meaningful to investors as the basic profit includes fair value adjustments, as well as other non-distributable items. In terms of Circular 2/2015, issued by SAICA, the fair value adjustment on investment property is added back in the calculation of headline earnings per share. The circular does not make provision for the fair value adjustment on non-current financial liabilities, accounting adjustments required to account for lease income on a straight-line basis, as well as certain non-cash accounting adjustments that do not affect distributable earnings, to be added back. The calculation of distributable earnings and dividend per share (note 13) is more meaningful.

2016Number of shares

2015Number of shares

Number of sharesTotal shares in issue at end of year (including treasury shares) 2 786 093 366 2 711 056 264Treasury shares (28 529 523) (30 631 827)

Total shares in issue at end of year (excluding treasury shares) 2 757 563 843 2 680 424 437

Weighted average number of shares (WANS) in issue (basic)Issued ordinary shares at 1 July 2 711 056 264 2 284 908 257Effect of treasury shares held (29 074 401) (31 428 713)Effect of shares issued in September 15 648 935 36 115 304Effect of shares issued in March – 11 713 585Effect of shares issued in April 13 480 635 2 767 432Effect of shares issued related to a business combination – 55 648 449

2 711 111 433 2 359 724 314

Weighted average number of ordinary shares (DWANS) in issue (diluted) –Weighted average number of ordinary shares (basic) 2 711 111 433 2 359 724 314Effect of share options in issue 10 867 146 16 598 491

2 721 978 579 2 376 322 805

Cents Cents

Dividends per share 183.80 173.40Basic earnings per share 190.29 294.74Diluted earnings per share 189.53 292.68Headline earnings per share 140.57 149.42Diluted headline earnings per share 140.01 148.38

Gross2016

Rm

Net2016

Rm2015

Rm

Basic profit is reconciled to headline earnings as follows: Profit after taxation – attributable to equity holders 5 159 6 955(Bargain purchase)/impairment of goodwill (32) (6) 1 558Realised profit on sale of listed investment – (1 097)Add back: Net fair value adjustment – investment property 409 (1 342) (3 890)

~ Fair value adjustment, net of straight-line lease income adjustment (372) (2 817) ~ Fair value adjustment (V&A Waterfront and other equity-accounted investments) (585) (486)

~ NCI portion of fair value adjustment (385) (587)

Headline earnings attributable to shareholders 3 811 3 526

The dilution is as a result of the financial impact of 21 549 017 (FY15: 22 952 790) share options allocated to employees in terms of the share schemes that have not yet vested.

Growthpoint Properties Limited / 35 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016

Rm2015

Rm

13. Dividend per shareCalculation of distributable earningsOperating profit 7 785 5 937Less: Straight-line lease income adjustment (455) (130)Finance costs (2 466) (2 086)Finance income and other investment income 690 916 Cash adjustment on business acquisitions (accounted for in the statement of changes in equity) – 4 Dividends received on treasury shares (accounted for in the statement of changes in equity) 39 66 Profit on the sale of RSI1 (Stor-Age) (note 16.2) 51 –Antecedent dividend received 31 –Non-controlling interest (NCI) portion of distribution (excluding fair value adjustments) – GOZ (439) (374)Distributable income from GOZ retained (including NCI’s portion) (79) (74)Realised foreign exchange (loss)/gain (9) 45 Taxation (excluding deferred tax) (76) (72)

Distributable earnings 5 072 4 232

Distribution comprises: ~ Interim taxable dividend 2 444 1 967 ~ Special interim taxable dividend – 1 058 ~ Final taxable dividend 2 628 1 207

Total dividend 5 072 4 232

Retained distributable earnings – –

Cents Cents

Dividend per share 183.80 173.40Interim six months ended 31 December 89.50 84.40Special interim three months ended 31 March – 44.50Final six months (FY15: three months) ended 30 June 94.30 44.50

The table below sets out the dividends paid during the year, as well as the dividends received on treasury shares and the net dividend for accounting purposes.

Dividends paid Rm

Dividends on treasury

shares Rm

Net dividend

Rm

2016Interim dividend 2 444 (26) 2 418Final dividend 2 628 (27) 2 601

Total dividend 5 072 (53) 5 019

2015Interim dividend 1 967 (26) 1 941Special interim dividend 1 058 (14) 1 044Final dividend 1 207 (13) 1 194

Total dividend 4 232 (53) 4 179

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 36 Group annual financial statements 30 June 2016

2016

%2015

%

14. Cost-to-income ratios*Best practice recommendations were issued by the SA REIT Association during the financial year, 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. Below are the Group cost-to-income ratios, set out in three different ways to comply with these best practice recommendations. Property cost-to-income ratiosGross cost-to-income ratio 31.66 30.23Net cost-to-income ratio 17.32 16.69Cost-to-income ratio based on IFRS reported figures 21.77 21.06

Operating cost-to-income ratiosGross cost-to-income ratio 3.49 4.29Net cost-to-income ratio 3.15 3.91Cost-to-income ratio based on IFRS reported figures 3.15 3.91

Total cost-to-income ratiosGross cost-to-income ratio 34.61 33.91Net cost-to-income ratio 20.65 20.82Cost-to-income ratio based on IFRS reported figures 24.93 24.97

2016

Rm2015

Rm

15. Property assetsRefer to property portfolio section on page 76.

15.1 Fair value of investment property for accounting purposesOpening fair value of property assets 93 035 69 648Additions at cost ~ acquisitions 4 072 753

~ acquisitions – Acucap and Sycom portfolio – 18 586~ acquisitions – Tiber portfolio – 660~ acquisitions – Pin Mill (note 39.1) 178 – ~ development expenditure 1 798 1 478~ capital expenditure 952 712

Disposals at fair value (505) (701)Transferred to investment property classified as held for sale (note 15.3) (1 938) (539)Reclassified – previously held for sale (note 15.3) – 109Foreign exchange gain/(loss) 3 948 (1 205)Gross fair value adjustment on investment property 1 212 3 534

Property valuation 102 752 93 035Less: Straight-line lease income adjustment (note 15.2) (2 478) (2 118)

Fair value of investment property for accounting purposes 100 274 90 917Straight-line lease income adjustment 2 478 2 118

Closing fair value of property assets 102 752 93 035 ~ Cost 82 064 73 327 ~ Cumulative fair value surplus 20 688 19 708

* This information has not been reviewed or audited by Growthpoint’s independent external auditors.** Refer to note 28 for the Group’s interest cover and loan to value ratios.

Growthpoint Properties Limited / 37 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

15. Property assets continued15.1 Fair value of investment property for accounting purposes continued

SecuritiesMortgage bonds have been registered over South African investment property, including investment property classified as held for sale, with a fair value of R43 652 million (FY15: R43 253 million) as security for long-term interest-bearing liabilities and facilities at a nominal value amounting to R20 312 million (FY15: R20 703 million).

First mortgage bonds have been registered over Australian investment property, including investment property classified as held for sale, with a fair value of AUD2 744 million or R30 292 million (FY15: AUD2 283 million or R21 442 million). Additional security was also provided in the form of other assets to a value of AUD170 million or R1 874 million (FY15: AUD124 million or R1 170 million).

Valuation of investment propertiesIn terms of the Group’s accounting policy, at least 75% of the fair value of investment properties are determined by external, independent property valuers, 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 FY16 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 Bates MSc, BSc Land Econ (UK), MRICS, MIV (SA), professional valuerERIS C Everatt BSc (Hons) Estate management, MRICS, MIV (SA), professional valuerGlenross AG Rostovsky MIV (SA), MRICS, professional valuer, appraiserJones Lang LaSalle J Karg BSc, MRICS, MIV (SA), professional valuerRode and Associates K Scott BCom (Hons), professional valuerPropVal Assist C van Rooyen NDip (Prop Val), MIV (SA), professional valuerSpectrum PL O’Connell NDip (Prop Val), professional valuerWolffs Valuation Services (Pty) Ltd S Wolffs NDip (Prop Val), professional associate valuer

The Australian properties were valued at FY16 using the discounted cash flow of future income streams method by Savills, Jones Lang LaSalle, Urbis, Knight Frank, CBRE and M3property that are all members of the Australian Property Institute and certified practicing valuers.

2016%

2015%

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: Retail sectorDiscount rate 12.5 – 15.5 12.5 – 15.5Exit capitalisation rate 6.8 – 9.8 6.8 – 10.3Capitalisation rate 6.8 – 9.8 6.8 – 10.0

Office sectorDiscount rate 13.0 – 16.0 12.8 – 16.0Exit capitalisation rate 7.5 – 10.0 7.5 – 10.0Capitalisation rate 7.5 – 10.0 7.5 – 10.0

Industrial sectorDiscount rate 13.8 – 21.0 13.8 – 17.3Exit capitalisation rate 8.0 – 12.0 8.0 – 12.0Capitalisation rate 8.0 – 15.0 8.0 – 12.0

GOZ officeDiscount rate 6.8 – 10.0 8.0 – 10.3Exit capitalisation rate 6.3 – 11.8 7.3 – 11.8Capitalisation rate 6.0 – 11.8 6.8 – 12.0

GOZ industrialDiscount rate 7.5 – 9.8 8.0 – 10.0Exit capitalisation rate 6.8 – 11.5 6.8 – 11.5Capitalisation rate 6.0 – 9.5 6.5 – 9.8

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 38 Group annual financial statements 30 June 2016

2016Rm

2015Rm

15. Property assets continued15.2 Straight-line lease income adjustment

Opening balance 2 118 2 021Arising during the year 455 130Foreign exchange loss (95) (33)

2 478 2 118

15.3 Investment property classified as held for saleOpening fair value of property held for sale 539 265Properties no longer held for sale – reclassified as investment property (note 15.1) – (109)Transferred from investment property (note 15.1) 1 938 539Additions at cost – capital expenditure 85 1Proceeds on disposals (624) (157)

Closing fair value of property held for sale 1 938 539 ~ Cost 1 864 512 ~ Cumulative fair value surplus 74 27

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. The opening balance relates to two investment properties in the office sector and three investment properties in the industrial sector. In the current year, all five of the investment properties were disposed of for R624 million (FY15: R157 million).

Sale agreements have been entered into for a further six South African properties, three in the office sector and three in the industrial sector, with a fair value of R264 million at year end, and five Australian properties in the industrial sector, with a fair value of R1 674 million (AUD152 million).

15.4 Measurement of fair valueFair value hierarchy

The following table shows the valuation technique used in measuring the fair value of investment property, as well as the significant unobservable inputs used:

Valuation techniquesInter-relationship between key unobservable inputs and fair value measurements

Discounted cash flows: The valuation model considers the present value of net cash flows to be generated from the property, taking into account expected rental and expense growth rates, vacant periods, lease incentive costs such as rent-free periods and other costs not recovered from tenants. The expected net cash flows are discounted using a discount rate. The discount rate applied is derived using an appropriate capitalisation rate and adding a growth rate based on market-related rentals, testing this for reasonableness by comparing the resultant Rand rate per m2 against comparative sales of similar properties in similar locations. Among other factors, the capitalisation rate estimation considers the quality of the building, its location, the tenants’ credit quality and their lease terms.

The estimated fair value would increase/(decrease) if: ~ expected market rental growth was higher/(lower) ~ expected expense growth was lower/(higher) ~ vacant periods were shorter/(longer) ~ the occupancy rate was higher/(lower) ~ rent-free periods were shorter/(longer) ~ discount rate was lower/(higher) ~ reversionary capitalisation rate was lower/(higher)

The fair value measurement for investment property (including investment property classified as held for sale) of R104 690 million (FY15: R93 574 million) has been categorised as level 3 under the fair value hierarchy based on the inputs to the valuation technique used. Refer to note 43.2.3 for the level 3 reconciliation.

Growthpoint Properties Limited / 39 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016Rm

2015Rm

16. Equity-accounted investmentsEquity-accounted investment – V&A Waterfront (note 16.1) 6 616 6 047Equity-accounted investments – other (note 16.2) 205 417

6 821 6 464

16.1 Equity-accounted investment – V&A WaterfrontInitial investment in equity 156 156Share in equity-accounted results – prior years 891 418Share in equity-accounted results – current year 569 473

Equity-accounted investment 1 616 1 047Debenture holding in joint venture 5 000 5 000

6 616 6 047

Growthpoint has a 50% shareholding in the properties owned by the V&A Waterfront Holdings (Pty) Ltd in Cape Town as part of a joint arrangement with the Government Employees’ Pension Fund, represented by the Public Investment Corporation (SOC) Limited (PIC).This entity is structured as a separate vehicle and the Group has a residual interest in its net assets.Summarised financial information of the V&A Waterfront:Summarised statement of profit or loss and other comprehensive incomeRevenue, excluding straight-line lease income adjustment 1 278 1 106Straight-line lease income adjustment (13) 26

Revenue 1 265 1 132Property expenses (354) (309)

Net property income 911 823Other operating expenses (40) (31)Net finance costs, excluding interest paid to shareholders 78 40Capital items (33) (3)Fair value adjustments 1 183 934

Equity-accounted profit before taxation 2 099 1 683Non-controlling interest (3) (1)

Equity-accounted profit before interest paid to shareholders 2 096 1 682Interest paid to shareholders (958) (736)

Total equity-accounted profit 1 138 946

Growthpoint’s 50% share in equity-accounted results (note 6.1) 569 473

Summarised statement of financial positionASSETSClosing fair value of property assets* 15 532 13 522Opening fair value of property assets 13 522 11 894Capital expenditure 840 668Gross fair value adjustment on investment property 1 170 960Straight-line lease income adjustment (281) (268)Fair value of investment properties for accounting purposes 15 251 13 254Straight-line lease income adjustment 281 268Other assets 322 258Other current assets 415 338Cash and cash equivalents 56 49

Total assets 16 325 14 167

EQUITY AND LIABILITIESTotal unitholders’ interest 13 232 12 094Owners’ equity 3 232 2 094Shareholders’ debentures 10 000 10 000Non-controlling interest 22 19Non-current financial liabilities (excluding trade and other payables and provisions) 569 353Trade and other payables – current loan account with Growthpoint (note 21) 2 410 1 454Current financial liabilities (excluding trade payables and provisions) 42 40Other current liabilities 50 207

Total equity and liabilities 16 325 14 167

Growthpoint’s 50% share in total unitholders’ interest 6 616 6 047

* The developed properties were valued at 31 March 2016, using the discounted cash flow of future income streams method, by Old Mutual Properties (Pty) Ltd. The undeveloped bulk was valued, using the discounted residual land value method, by Old Mutual Properties (Pty) Ltd.

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 40 Group annual financial statements 30 June 2016

16. Equity-accounted investments continued16.2 Equity-accounted investments – other

The Group has the following joint ventures that are not individually material to the Group:Tiber portfolio

~ Newshelf 919 (Pty) Ltd ~ Truzen 75 Trust*

Acucap portfolio ~ Fernwood Asset Management (Pty) Ltd (FAM)** ~ Fourways Crossing Property Management Company (Pty) Ltd (FCPMC) ~ Roeland Street Investment (Pty) Ltd (RSI1)** ~ Roeland Street Investment 2 (Pty) Ltd (RSI2) ~ Roeland Street Investment 3 (Pty) Ltd (RSI3)

* The remaining 50% interest in Truzen 75 Trust was acquired during the previous year and it therefore ceased to be an equity-accounted investment. Refer to note 39.2.

** The interest in FAM and RSI1 were sold during the year and therefore ceased to be an equity-accounted investment.

The relationship with the Tiber entities listed above is of a strategic nature and the country of incorporation and principal place of business is South Africa. The ownership interest and voting rights held by the Group are 50% since the acquisition of the Tiber portfolio. These entities are structured as separate vehicles and the Group has a residual interest in their net assets.

The relationship with the Acucap entities above is of a management nature and the country of incorporation and principal place of business is South Africa. The ownership interest and voting rights held by the Group are 33% in RSI2 and FAM and 50% in FCPMC and RSI3. These entities are structured as separate vehicles and the Group has a residual interest in their net assets.

Acucap Investments (Pty) Ltd, a wholly owned subsidiary of Acucap Properties Limited, has provided a suretyship in favour of Nedbank Ltd as security for the loan facilities granted to RSI2 for R491 million and a guarantee limited to an amount of R39 million in favour of Standard Bank as security for the loan facilities granted to RSI3.

In addition to the suretyship, Acucap Investments (Pty) Ltd has provided Nedbank with an undertaking to fund any shortfall in instalments due by RSI2 to Nedbank in terms of these loan facilities. In addition to the guarantee, Acucap Investments (Pty) Ltd has provided Standard Bank with an undertaking to fund any shortfall in instalments due by RSI3 to Standard Bank in terms of these loan facilities.

Financial statements are prepared in accordance with IFRS, adjusted for fair value adjustments on acquisition and differences in the Group’s accounting policies. Summarised financial information of these joint ventures are as follows:

2016Rm

2015Rm

Initial investment in equity 131 240 Share in equity-accounted results – prior years (28) (39) Share in equity-accounted results – current year (5) 11 Disposal of equity-accounted interest in Truzen 75 Trust – (109) Disposal of equity-accounted interest in RSI1 (51) –

47 103 Initial amount owing by RSI1, RSI2 and RSI3 314 272 Additional drawdown 89 42 Loans settled during the year (224) –Impairment of loan (note 6.2) (21) –

158 314 Group's interest at end of year 205 417 Summarised financial information of joint ventures:Summarised statement of profit or loss and other comprehensive incomeRevenue, excluding straight-line lease income adjustment 17 51 Straight-line lease income adjustment – (1)

Revenue 17 50 Property expenses (7) (14)

Net property income 10 36 Other operating expenses (1) (8) Finance income – 1 Finance costs (15) (33) Fair value adjustments (15) 34

Equity-accounted (loss)/profit before taxation (21) 30 Taxation (2) (3) Deferred taxation 1 (1)

Equity-accounted (loss)/profit before distribution (22) 26 Dividend paid (2) (8)

Equity-accounted (loss)/profit (24) 18

Group's share in equity-accounted results (note 6.2) (5) 11

Growthpoint Properties Limited / 41 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016Rm

2015Rm

16. Equity-accounted investments continued16.2 Equity-accounted investments – other continued

Summarised statement of financial positionASSETSClosing fair value of property assets 821 1 832 Fair value of investment properties for accounting purposes 821 1 831 Straight-line lease income adjustment – 1Current assets 39 29

Total assets 860 1 861

EQUITY AND LIABILITIESOwners’ equity 37 255 Opening balance 255 455 (Loss)/profit (22) 18 Disposal (196) (218) Interest-bearing borrowings 786 1 504 Deferred taxation 9 12 Trade and other payables 6 4 Other liabilities 22 86

Total equity and liabilities 860 1 861

Group's 50% share in owners' equity 47 103

Acucap Rm

Sycom Rm

SESCF Rm

Total Rm

17. Listed investmentsOpening balance – – 380 380Fair value adjustment – – 60 60

Fair value at 30 June 2016 – – 440 440

Opening balance 3 256 1 201 – 4 457Acquisition through business combinations – – 378 378Swap offer 415 (415) – –Acquired during the year – 30 4 34Fair value adjustment 902 241 (2) 1 141

4 573 1 057 380 6 010Disposed of during the year as a result of step up acquisition (4 573) (1 057) – (5 630)

Fair value at 30 June 2015 – – 380 380

Stenham European Shopping Centre Fund (SESCF)Growthpoint acquired a 22.9% shareholding in SESCF, a company listed on the Channel Island Stock Exchange as a closed fund, as part of this Acucap business combination during 2015. SESCF owns one of Europe’s largest shopping malls, Nova Eventis. This 96 387m² regional shopping mall is located near Leipzig airport in Germany. The majority of the tenants are fashion-oriented stores such as Zara, SinnLeffers, Peak & Cloppenburg, Esprit, MEXX and C&A.

In terms of the indicators stipulated in IAS 28 Investment in associates, Growthpoint does not have significant influence over this investment and consequently this investment has been accounted for at fair value through profit or loss investment. The Group’s investment in SESCF is purely passive in nature and the Group takes no part in the active management or decision making related to the fund. The Group has no involvement at a board/executive level.

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 42 Group annual financial statements 30 June 2016

17. Listed investments continuedMeasurement of fair valueWhile SESCF is a listed investment, there is an absence of observable trading prices for its shares. As a result, the fair value of the investment, at FY16, has been determined on the net asset value of SESCF. The net asset value of SESCF includes an independent revaluation of the underlying investment property, which is the significant asset per the statement of financial position. The fair value movement for the year, which comprises the revaluation based on the change in the underlying value of the investment, as well as the exchange rate movement, amounted to R60 million (FY15: (R2) million). The fair value measurement has been categorised as a level 3 fair value based on the inputs to the valuation technique used (note 43.2).

The fair value of the investment property at FY16 was €265.0 million (FY15: €275.0 million). The carrying amount of the investment property at FY16, is the fair value of the property as determined by the directors on advice received from external property agents who are currently marketing the property for sale, having appropriate and recent experience in the location and category of the property being valued in accordance with IFRS 13.

Goodwill Rm

Rights to manage

property and software

development Rm

Total Rm

18. Intangible assetsCost 3 426 1 513 4 939Opening balance 3 426 1 510 4 936Additions during the year – software development – 3 3Accumulated amortisation and impairment losses (1 558) (920) (2 478)Opening balance (1 558) (798) (2 356)Impairment loss – (23) (23)Amortisation for the year – (99) (99)

Carrying value at 30 June 2016 1 868 593 2 461

Cost 3 426 1 510 4 936Opening balance 448 1 506 1 954Acquisition through business combinations 2 978 – 2 978Additions during the year – software development – 4 4Accumulated amortisation and impairment losses (1 558) (798) (2 356)Opening balance – (696) (696)Impairment loss (1 558) – (1 558)Amortisation for the year – (102) (102)

Carrying value at 30 June 2015 1 868 712 2 580

Growthpoint Properties Limited / 43 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

18. Intangible assets continued

Carrying amount of goodwill allocated to the different sectors are as follows:

Initialgoodwill

Rm

Accumulated impairment

loss recognised

Rm

Goodwill 30 June 2016

Rm

Acucap Retail sector (note 18.1) 1 815 (949) 866Acucap Office sector (note 18.1) 1 087 (569) 518Acucap Industrial sector (note 18.1) 76 (40) 36Growthpoint Management Services (note 18.2) 448 – 448

3 426 (1 558) 1 868

18.1 Goodwill acquired as part of the Acucap business combinationAcucap Properties Limited carries on the business of a property holding company through the ownership of investment properties by its wholly owned subsidiaries. Acucap has three reportable segments: retail, office and industrial. Goodwill has been allocated for impairment testing purposes to these individual cash-generating units (CGUs). Retail, office and industrial each represent the lowest level within Acucap at which the goodwill is monitored for internal management purposes.

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, together with Acucap’s historical net asset value and share price difference has 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 FY12 until FY16, as well as the net asset value per share per the published results of the Group.

FY12 FY13 FY14 FY15 FY16

Growthpoint (share price in cents) 2 300 2 639 2 473 2 646 2 568Growthpoint (net asset value per share in cents) 1 590 1 937 2 223 2 328 2 474Growthpoint (market capitalisation versus net asset value) 44.05% 36.24% 11.25% 13.66% 3.80%

The average net asset value versus market capitalisation for the Group for the previous five years (i.e. 21.9%) was used in the calculation of the fair value less costs of disposal of the Acucap CGUs. The recoverable amount was calculated as R14.8 billion. No impairment loss has therefore been recognised during the current year, as the recoverable amount exceeds the carrying amount of R13.5 billion.

18.2 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.

The discounted cash flow was performed over a seven-year period (FY15: eight-year period), which took into account the remaining period of the contract that existed and that the contract would be renewed for another 10-year period. The recoverable amount was based on the value in use, using assumptions such as asset management fees, external debt, letting commission, collection fees and other property expenses, as well as a discount rate of 10% (FY15: 10%). There are no expected significant changes to the assumptions.

18.3 AmortisationThe amortisation is recognised as a non-cash item and is excluded from the shareholders’ distribution calculation. The remaining amortisation period of the rights to manage the property is seven years.

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 44 Group annual financial statements 30 June 2016

EquipmentRm

Furniture and fittings

RmTotal

Rm

19. EquipmentCost 17 8 25Opening balance 17 7 24Acquisitions – 1 1Accumulated depreciation and impairment losses (13) (6) (19)Opening balance (9) (6) (15)Depreciation for the year (4) – (4)

Carrying value at 30 June 2016 4 2 6

Carrying value at 30 June 2015 8 1 9

2016Rm

2015Rm

20. Long-term loans grantedAmount advanced 565 1 064Opening balance 1 064 465Advanced during the year 45 610Repaid during the year (544) (11)Accrued interest 50 21Opening balance 21 6Settled during the year (54) (58)Arising during the year 83 73

Nominal value of long-term loans 615 1 085Fair value adjustment (10) (4)

Fair value of long-term loans 605 1 081BEE 1 consortium –* 156*323 Festival Street (Pty) Ltd 258 265Rabie Property Group (Pty) Ltd 172 122Augusta Trust –* 311*Acucap Unit Purchase Scheme 175** 227

* These long-term loans were classified to current assets in the prior year, and repaid in the current year.** R16 million of these loans relating to shares sold before year end, but only settled after year end, have been classified to current assets.

Growthpoint Properties Limited / 45 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016 2015

20. Long-term loans granted continued20.1 323 Festival Street (Pty) Ltd

Amount advanced R263 236 506 R272 996 395Date advanced From 1 May 2013 From 1 May 2013Repayment date 30 April 2018 30 April 2018Fixed interest rate 9.69% 9.69%

323 Festival Street (Pty) Ltd (the borrower) is owned by Isivuno-Apex Properties (Pty) Ltd (Isivuno-Apex). Growthpoint advanced R263.2 million to the borrower for the acquisition of the land and the construction of Tshedimosetso House in Hatfield. The borrower, as the landlord, holds a five-year lease with the Department of Government Communication and Information System (GCIS). The monthly lease payments, net of operating costs, will be utilised for the servicing of the interest and capital repayments of the loan, and the repayment balance on 30 April 2018 is estimated to be R238.0 million. Security for the loan includes:

~ a continuing covering mortgage bond ~ a cession of rental and insurance proceeds ~ a cession of the insurance policies ~ a suretyship by Isivuno-Apex for the obligations of the borrower in terms of the loan agreement ~ a pledge and security cession by Isivuno-Apex of its shares in and claims against the borrower, as security for its obligation in terms of the suretyship

Growthpoint has a call option to acquire 50% of the shares in the borrower at any time on or after the expiry of the GCIS lease, on the early termination of the GCIS lease for any reason, on the proposal of a resolution by the shareholders or directors of the company for the disposal of the investment property or on the disposal of the shares in the company by Isivuno-Apex.

This loan is valued by discounting future cash flows using the South African swap curve plus the historic charged credit margin is at the dates when the cash flows will take place. The historic credit margin is 3% (FY15: 3%). The estimated fair value would increase/(decrease) if the historic credit margin was lower/(higher).

2016 2015

20.2 Rabie Property Group (Pty) LtdAmount advanced R171 704 243 R121 457 591Date advanced From 18 Feb 2014 From 18 Feb 2014Repayment date 31 Jan 2019 31 Jan 2019Conversion date 1 July 2016 1 Jan 2016Floating interest rate Prime –1.00% Prime –1.00%

Rabie Property Group (the borrower) has been appointed to carry out and complete Bridgepark in Century City (Cape Town). The borrower is required to source funding for the construction of the development and Growthpoint has committed to advance a total amount of R179.4 million. Security for the loan includes:

~ a cession of the security agreement, in terms of which the borrower cedes the insurances and all of its rights under the building contract, including guarantees

~ a continuing covering mortgage bond ~ a suretyship by Century City Trust for the obligations of the borrower

The fair value of the loan approximates the nominal value of the loan, as the risk profile of Rabie Property Group has not materially changed and therefore the risk margin applicable to the fair value is equivalent to the risk margin included in the floating interest rate. On completion of the building, Century City Trust is committed to pay for the development project expenditure, in order to obtain 50% ownership in Bridgepark. In essence the loan to Rabie Property Group will convert to a term loan to the Century City Trust.

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 46 Group annual financial statements 30 June 2016

2016 2015

20. Long-term loans granted continued20.3 Acucap Unit Purchase Scheme

Amount advanced R178 967 889 R226 301 780Date advanced From 1 Apr 2015 From 1 Apr 2015Latest repayment date 17 Jan 2023 17 Jan 2023Fixed interest rate 6.19% – 9.80% 6.19% – 9.80%

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 of the loan and have no restrictions placed on them. As a result of the Acucap business combination (note 39.3), the employees received Growthpoint shares in the same ratio as the other shareholders for each Acucap share held.

The terms of the loans are as follows: ~ The loans bear interest at a fixed rate per annum, compounded monthly and capitalised to the loan account ~ Interest distributions received on the shares by the beneficiaries are applied to the interest payable ~ The loans are secured by a pledge and cession of the shares by the Acucap Unit Purchase Scheme participants ~ The maximum period for the repayment of the loans is a period of ten years ~ In the event of the resignation or dismissal of a beneficiary, the loans are repayable within one year ~ In the event of the retrenchment or death of a beneficiary, the loans are repayable within two years ~ The loans are repayable in cash

These loans were valued by discounting future cash flows using the South African swap curve at the dates when the cash flows will take place.

20.4 The fair value measurement for long-term loans granted of R605 million (FY15: R1 081 million) has been categorised as a level 3 fair value based on the inputs to the valuation technique used. Refer to note 43.2 for level 3 reconciliation.

Measurement of fair value Valuation technique Unobservable inputs

Inter-relationship between unobservable inputs and fair value measurement

323 Festival Street (Pty) Ltd Valued by discounting future cash flows using the South African swap curve plus the historic charged credit margin at the dates when the cash flows will take place.

Credit margin: 3.00% (FY15: 3.00%)

Estimated fair value would increase/(decrease) if the credit margin were lower/ (higher)

Rabie Property Group (Pty) Ltd Valued by discounting future cash flows using the floating rate that is applicable to this loan.

Not applicable Not applicable

Acucap Unit Purchase Scheme Valued by discounting future cash flows using the South African swap curve at the dates when the cash flows will take place.

Not applicable Not applicable

Growthpoint Properties Limited / 47 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016Rm

2015Rm

21. Trade and other receivablesRental debtors 83 63 Impairment of debtors (30) (26)Prepaid expenses 64 32 Deferred expenditure (including letting commissions and tenant installations) 684 526 Sundry debtors 238 157 Development loans 7 –V&A Waterfront accounts receivable (note 16.1) 1 205 727 Other joint venture accounts receivable 2 1 Accrued recoveries 243 225

2 496 1 705

22. Cash and cash equivalentsCash held on call account as security for municipal and other guarantees* 39 35Other call accounts 862 470

901 505

23. Ordinary share capitalAuthorised4 000 000 000 (FY15: 4 000 000 000) ordinary shares with no par value.

IssuedOrdinary sharesIn issue at beginning of year – 2 711 056 264 (FY15: 2 284 908 257) 41 132 29 436Issued during the year – 75 037 102 (FY15: 426 148 007) 1 797 11 696

In issue at end of year – 2 786 093 366 (FY15: 2 711 056 264) 42 929 41 132

The unissued shares are under the control of the directors of the company subject to the provisions of the Companies Act 2008, as amended, and the Listings Requirements of the JSE Limited.

* These amounts are not available for use by the Group.

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 48 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016Rm

2015Rm

24. Treasury sharesOpening balance – 30 631 827 (FY15: 32 406 635) 646 682Acquired during the year – 1 087 650 (FY15: 174 472) 25 4Vested/exercised during the year – 3 189 954 (FY15: 1 949 280) (71) (40)

Closing balance – 28 529 523 (FY15: 30 631 827) 600 646

The reserve for the company’s treasury shares comprises the cost of the company’s shares held by the Group.

25. Foreign currency translation reserveThe foreign currency translation reserve arises as a result of the company’s interest in GOZ.The initial investment was made at a rate of R6.46:AUD1. The closing exchange rate at 30 June 2016 was R11.04:AUD1 (FY15: R9.40:AUD1) 2 602 1 072

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

26. Non-distributable reserveComponents of the non-distributable reserveAmortisation of intangible assets (net of deferred taxation) 863 935Bargain purchase 236 230Fair value adjustment on investment property 22 174 21 341Other fair value adjustments and non-distributable items (2 755) (2 077)Share-based payment reserve (note 29) 170 160Reserves with NCI (12) 13Fair value adjustment on listed investment 60 2

Total non-distributable reserve 20 736 20 604

Movements for the yearOpening balance at beginning of year 20 604 17 743Items transferred from profit or loss 89 2 790Fair value adjustment on investment property 833 2 940Other fair value adjustments and non-distributable items (678) (77)Amortisation of intangible asset (net of deferred taxation) (72) (73)Bargain purchase (note 39.1) 6 –Reserves with NCI (25) (47)Fair value adjustments on listed investments 58 46Share-based payment reserve 10 72

Closing balance 20 736 20 604

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.

The amortisation of intangible assets relates to the right to manage property intangible assets (note 18).

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

The increase 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 investment in SESCF (note 17).

The grant date fair value of share-based payment awards granted to employees is recognised in the non-distributable reserve (note 29).

Growthpoint Properties Limited / 49 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

27. Non-controlling interestThe NCI of R5 871 million represents 34.5% (FY15: R4 713 million represents 35.0%) of the net asset value of GOZ at 30 June 2016, converted at the year-end exchange rate of R11.04: AUD1 (FY15: R9.40:AUD1). Apart from GOZ all other subsidiaries are 100% owned.

During the year, Growthpoint (through its subsidiary, Acucap) acquired the assets and liabilities of Sycom Property Fund (CISP) (Sycom); with a principal place of business in South Africa, after which the Sycom unitholders (other than Growthpoint and its subsidiaries) (i.e. the 1% remaining NCI) became Growthpoint shareholders. Sycom’s listing on the JSE was thereafter terminated.

The following is summarised financial information for Growthpoint Australia Limited (GOZ) and Sycom Property Fund (Sycom), prepared in accordance with IFRS, adjusted for fair value adjustments on acquisition and differences in the Group’s accounting policies. The information is before inter-company eliminations with other companies in the Group.

GOZRm

SycomRm

2016Rm

Extracts from statement of profit or loss and other comprehensive income 2016Revenue, excluding straight-line lease income adjustment 2 175 533 2 708Profit after taxation 1 618 375 1 993Attributable to equity holders 814 371 1 185Attributable to NCI 804 4 808Other comprehensive income – translation of foreign operations 2 282 – 2 282Total comprehensive income 3 900 375 4 275Attributable to equity holders 2 308 371 2 679Attributable to NCI 1 592 4 1 596Dividends paid to NCI during the year (436) (3) (439)

Extracts from statement of financial positionNon-current assets 22 564 – 22 564Current assets 2 942 – 2 942Non-current liabilities (13 928) – (13 928)Current liabilities (705) – (705)

Net assets 10 873 – 10 873

Net assets attributable to NCIs 5 871 – 5 871

Extracts from statement of cash flowsCash flows from operating activities (47) (319) (366)Cash flows from investing activities (3 734) – (3 734)Cash flows from financing activities 4 255 – 4 255Translation effects on cash and cash equivalents of foreign operation 55 – 55

Net increase/(decrease) in cash and cash equivalents 529 (319) 210

GOZRm

SycomRm

2015Rm

Extracts from statement of profit or loss and other comprehensive income 2015Revenue, excluding straight-line lease income adjustment 1 844 183 2 027Profit after taxation 1 985 90 2 075Attributable to equity holders 1 037 89 1 126Attributable to NCI 948 1 949Other comprehensive income – translation of foreign operations (703) – (703)Total comprehensive income 1 282 90 1 372Attributable to equity holders 584 89 673Attributable to NCI 698 1 699Dividends paid to NCI during the year (373) (1) (374)Extracts from statement of financial positionNon-current assets 22 027 8 830 30 857Current assets 604 442 1 046Non-current liabilities (8 555) (2 910) (11 465)Current liabilities (514) (242) (756)

Net assets 13 562 6 120 19 682

Net assets attributable to NCIs 4 649 64 4 713

Extracts from statement of cash flowsCash flows from operating activities (46) (121) (167)Cash flows from investing activities (704) (68) (772)Cash flows from financing activities 799 – 799Translation effects on cash and cash equivalents of foreign operation (10) – (10)Net increase/(decrease) in cash and cash equivalents 39 (189) (150)

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 50 Group annual financial statements 30 June 2016

FacilityRm

Secured byinvestment property at

fair valueRm

2016Rm

2015Rm

28. Other non-current financial liabilitiesVariable rate loans – secured by investment property

~ South Africa¹ 18 076 37 581 14 449 12 134 ~ Australia² 15 177 30 292 13 759 8 367

Variable rate loans – unsecured¹ 10 318 – 7 970 6 138 Fixed rate loans – secured by investment property³ 2 400 6 286 2 400 1 745 Loans settled during the year 5 682 – – 5 427

Total nominal value of long-term interest-bearing loans 38 578 33 811 Fair value adjustments on other non-current financial liabilities: 2 98

~ Loss 135 191 ~ Gain (133) (93)

Fair value adjustments on derivatives: 1 094 719 ~ interest rate swap derivatives – loss 1 071 718 ~ forward exchange contracts – loss 23 1

Foreign exchange gain – 57

Fair value of long-term interest-bearing loans and derivatives 39 674 34 685 Less portion repayable within the next 12 months – at nominal value (4 491) (5 930)

Total non-current financial liabilities 35 183 28 755 ~ Loans 34 089 27 979 ~ Derivatives 1 094 776

1 Interest rates on these loans range from Jibar+1.25% to Jibar+2.25%; Prime -1.90% to Prime -0.85% (FY15: Jibar+0.36% to Jibar+2.25%; Prime -2.30% to Prime -0.65%).

2 Interest rates on these loans range from BBSW+0.70% to BBSW+2.25% (FY15: BBSW+0.36% to BBSW+2.25%).3 Fixed interest rates range from 8.36% to 12.68% (FY15: 9.63% to 12.68%).

Interest cover ratioInterest cover – 3.3 (FY15: 3.4) times. Excluding Australia, the interest cover decreased to 3.2 (FY15: 3.4) times.

Loan to value ratioLoan to value ratio for Growthpoint based on the nominal value of debt (net of cash), divided by the fair value of property assets, including investment property held for sale, equity-accounted investments and listed investments – 33.7% (FY15: 33.2%). Excluding Australia, the loan to value ratio decreases to 30.5% (FY15: 32.1%).

28.1 Measurement of fair value

Valuation technique Unobservable inputs

Inter-relationship between unobservable inputs and fair value measurement

Interest-bearing borrowings

Valued by discounting future cash flows using the South African swap curve plus an appropriate credit margin at the dates when the cash flows will take place.

Credit margins: 0.45% to 3.60% (FY15: 0.36% to 3.00%)

Estimated fair value would increase/(decrease) if the credit margin were lower/ (higher)

Derivative assets and liabilities: forward exchange contracts

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

Not applicable Not applicable

Derivative assets and liabilities: 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 Not applicable

Derivative assets and liabilities: 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 Not applicable

Further information regarding the sensitivity is disclosed in note 43.5.

Growthpoint Properties Limited / 51 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016 Rm

2015 Rm

29. Employee benefitsEquity-settled share-based paymentsOpening balance 160 88Expense recognised for equity-settled share-based payment plan 72 114

~ Personnel expenses 20 10 ~ Asset management cost and directors’ fees 30 42 ~ Non-cash charge 22 62

Units vested (62) (42)Grant date fair value of vesting (71) (48)Reserve for grant date fair value adjustment 9 6

Carrying value of equity-settled share-based payments 170 160

Zero strike price share schemeShare incentive schemes were introduced for employees that 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 will vest with the beneficiaries over a period of five years, in tranches of 0% in year one and 25% per year thereafter. The staff share costs relating to these schemes are accounted for as personnel expenses and asset management costs and are included in the calculation of distributable income.

Growthpoint accounts for the staff share schemes as equity-settled share-based payments. This reserve is accounted for as a non-distributable reserve (note 26).

The share awards granted to employees have been valued at the market price of Growthpoint’s shares at measurement date, adjusted for the distributions not receivable by employees before the vesting date. An expected growth rate on the share price was taken into account and this was discounted back to measurement date.

Retention 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 perfect 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. The options were granted on 1 April 2014 with an initial strike price of R11.43 based on a 50% discount to the Growthpoint 30-day clean volume weighted average price as traded on the JSE on that 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 eight years as follows: ~ 2016 – 2017: 10% per annum ~ 2018 – 2020: 20% per annum ~ 2021 – 2022: 10% per annum

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 52 Group annual financial statements 30 June 2016

29. Employee benefits continuedThe inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows:

2016 2015

Zero strike priceMaximum term 5 years 5 yearsWeighted average expected life 2.8 years 2.8 yearsExpected dividend growth rate 6.0% 6.5%Growth rate on share 6.0% 7.0%Discount rate Interest rate curve Interest rate curveFair value at reporting date R11.41 R12.47 Share options outstanding at beginning of year R25.79 R25.83 Options granted during the year R26.86 R25.96 Options forfeited during the year R26.33 R25.54Options exercised during the year R25.83 R23.54Options outstanding at end of year R26.18 R25.79

Taking into account the vesting over four, five and eight years, the probability of staff leaving was estimated as 5% in the first year and an additional 10% in subsequent years.

Retention schemeFair value of options granted R11.40 – R11.74 R11.74 Share price at grant date R22.85 R22.85Reducing strike price at grant date R11.43 R11.43Weighted average price of shares exercised R12.74 n/aRange of exercise prices R11.81 – R13.01 R12.74 – R13.01Maximum remaining term 6 years 7 yearsWeighted average expected life 3.3 years 3.8 yearsInterest rate on strike price 8.3% 8.3%Expected dividend growth rate 6.0% 7.0%Growth rate on share 6.0% 7.0%

Discount rate Interest rate curve Interest rate curve

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

Growthpoint Properties Limited / 53 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016Number of shares

2015Number of shares

29. Employee benefits continuedThe reconciliation below represents the cumulative shares issued, acquired and held by Growthpoint for the purpose of share-based payments for employees.Cumulative shares issued and acquired 45 356 201 44 268 551Opening balance 44 268 551 44 094 129Shares acquired during the year 1 087 650 174 422

Cumulative shares vested and exercised (16 826 678) (13 636 724)

Shares available to the share scheme 28 529 523 30 631 827

The reconciliation below represents the outstanding share options granted to employees after taking into account share options granted, forfeited and vested.Opening balance 22 952 790 23 423 656Granted to employees 3 181 529 1 662 476Forfeited by employees (1 395 349) (198 997)Vested and exercised by employees (3 189 953) (1 934 345)

Outstanding share options granted to employees 21 549 017 22 952 790

In terms of the rules of the scheme, which was set up to give employees of the Group the opportunity to acquire shares in Growthpoint Properties Limited, the maximum number of share options which may be granted to the employees is limited to 50 million shares in the company at any time. The reconciliation below represents the number of shares still available to the scheme.Total shares available 50 000 000 50 000 000 Granted to employees (41 294 413) (38 112 884)Forfeited by employees 2 918 720 1 523 371

Remaining available to the scheme 11 624 307 13 410 487

2016Rm

2015Rm

30. Deferred taxation30.1 Deferred tax recognised

Opening balance 1 617 1 425Movement for the year (note 30.2) 765 192

Closing balance 2 382 1 617

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.

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 54 Group annual financial statements 30 June 2016

Balance 2014

Rm

Recognised in profit

or loss in 2015

Rm

Balance 2015

Rm

Recognised in profit or

loss in 2016

Rm

Balance 2016

Rm

30. Deferred taxation continued30.2 Movement in deferred taxation balance

during the yearInvestment in GOZ 1 000 279 1 279 858 2 137Acquired through business combinations 39 (39) – – –Amortisation of intangible asset 220 (28) 192 (22) 170Share-based payments – (45) (45) (19) (64)Investment property – allowances 230 20 250 – 250Tax losses carried forward (33) (11) (44) (39) (83)Other (31) 16 (15) (13) (28)

1 425 192 1 617 765 2 382

2016Rm

2015Rm

31. Trade and other payablesAccrued expenses 997 927Accrued interest 202 205Tenant deposits 259 232Property management creditor 114 97Trade creditors 197 145Value added tax 51 51Income received in advance 225 145

2 045 1 802

Growthpoint Properties Limited / 55 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016 Number of shares

2015 Number of shares

32. Net asset valueShares issued during the year:Issued ordinary shares at beginning of year 2 711 056 264 2 284 908 257Effect of treasury shares held (28 529 523) (30 631 827)Effect of shares issued 75 037 102 104 985 827Effect of shares issued relating to business combinations – 321 162 180

Shares in issue at end of year (excluding treasury shares) 2 757 563 843 2 680 424 437

Cents Cents

Net asset value per share 2 477 2 364Tangible net asset value per share 2 474 2 328

2016 Rm

2015Rm

Net asset value per share is reconciled to tangible net asset value per share as follows: Net asset value attributable to shareholders 68 295 63 369Less: Net effect of business acquisitions and other intangibles (2 297) (2 388)

~ Intangible assets (2 461) (2 580) ~ Deferred tax liability 164 192

Less: Other deferred taxation liability 2 218 1 425

Tangible net asset value 68 216 62 406

33. Cash generated from operationsProfit before taxation 6 808 8 168Straight-line lease income adjustment (455) (130)Fair value adjustments (409) (3 562)Equity-accounted investment profit – net of tax (543) (484)Finance costs 2 466 2 086Non-cash charges 121 1 723Capital items 32 (1 078)Finance and other investment income (690) (916)Unrealised foreign currency gain – 11Staff incentive cost (7) 52Shares issues to Sycom NCI 65 –Depreciation 4 3Cash adjustment on business acquisitions – 4Amortisation of interest in GOZ – (9)Increase in trade and other receivables (232) (37)Increase in trade and other payables 162 80

7 322 5 911

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 56 Group annual financial statements 30 June 2016

2016 Rm

2015Rm

34. Taxation paidAmounts unpaid at beginning of year 31 13Amounts charged to profit or loss (note 11) 76 72Amounts unpaid at end of year (29) (31)

78 54

35. Distribution to shareholdersAmounts unpaid at beginning of year 186 171Acquired through business combination (note 39.3) – 449Dividends 3 652 4 920Dividends on treasury shares (39) (66)Distribution to NCI and realised foreign exchange gain 505 330Amounts unpaid at end of year (231) (186)

4 073 5 618

36. Net cash outflow from investing activitiesOpening balance of non-current assets 103 187 81 573Non-cash movements 4 715 19 331Fair value adjustment on investment property 757 3 404Straight-line lease income adjustment 455 130Investment property reclassified as held for sale (1 399) (274)Current portion of long-term loans 451 –Movement in Sycom NCI (58) –Fair value adjustments on derivatives 6 93Fair value adjustments, accrued interest on long-term loans and transfer to current assets 30 (451)Net movement as a result of V&A Waterfront transaction 543 468Fair value movement on listed investment 60 (2)Business combination acquisition by way of shares 88 17 277Translation of foreign operation – GOZ 3 948 (1 205)Amortisation and impairment loss of intangible assets (122) (102)Treasury shares acquired (25) (4)Depreciation on equipment (4) (3)

Closing balance of non-current assets (113 176) (103 187)

(5 259) (2 283)

37. Borrowing powersThe borrowing capacity of the company, in terms of its Memorandum of Incorporation, is unlimited.

Growthpoint Properties Limited / 57 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

2016Rm

2015Rm

38. Capital commitments and guaranteesCapital commitments in respect of building projects authorised and contracted for but not yet paid, amounted to:South Africa 1 697 2 719GOZ 497 466V&A Waterfront 483 475

2 677 3 660

The Group has entered into agreements to purchase properties in South Africa to the value of: 51 531

In addition, capital commitments authorised and not yet contracted for, amounted to: South Africa 776 1 541V&A Waterfront 181 171

957 1 712

The capital expenditure will be financed from existing borrowing facilities and committed disposals.

Additional guarantees regarding suretyship for loans in favour of Nedbank and Standard Bank are discussed in note 16.2.

39. Acquisitions39.1 Acquisition of remaining 50% in Pin Mill Share Block (Pty) Ltd (Pin Mill)

Growthpoint acquired the remaining 50% of the shares in Pin Mill Share Block (Pty) Ltd that it did not already own from MMI Group Limited for R172.1 million, effective from 1 February 2016. This is in line with Growthpoint’s stated objective of defensively growing its property portfolio through the acquisition of complementary and quality enhancing assets.

In the five months to 30 June 2016, Pin Mill contributed revenue of R16 million and profit of R15 million to the Group’s results. If the acquisition had occurred on 1 July 2015, management estimates that consolidated revenue for the year would have been R13 million higher, and consolidated profit for the year would have been R13 million higher. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 July 2015. The acquisition date fair value of the equity interest in Pin Mill held by Growthpoint was R178 million after taking into account the R6 million gain recognised in the fair value adjustment line item on the statement of profit or loss and other comprehensive income, as a result of remeasuring to fair value the interest in Pin Mill before the business combination.

The Group had a gain from bargain purchase of R6 million which has been included in capital items. This bargain purchase arose as an additional fair value adjustment was recognised on the investment property prior to the acquisition date, but after the negotiations were completed.

A summary of the acquisition is set out in the table below.

2016 Rm

2015 Rm

The fair value of the assets and liabilities acquired were as follows:Investment property 356 – Net working capital – –

Net asset value 356 –

Consideration financed by borrowings (172) – Fair value of the previously held investment in Pin Mill Share Block 178 –

Gain from bargain purchase (note 9) 6 –

Net cash outflow 172 –

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 58 Group annual financial statements 30 June 2016

39. Acquisitions continued39.2 Acquisition of remaining 50% in Truzen 75 Trust (Truzen) and Erven 99 and 100 Parktown Township Share Block (Pty) Ltd

(Erven 99 and 100)On 1 September 2014, Growthpoint acquired the remaining 50% interest in Truzen from the remaining beneficiaries of Truzen, as well as the remaining shares in Erven 99 and 100 from the remaining shareholder. The GLA of the acquired share of the properties amounted to 16 799m2. A summary of the acquisitions is set out in the table below.

2016Rm

2015Rm

The fair value of the assets and liabilities acquired were as follows:Investment property – 660Trade and other receivables – 4Cash and cash equivalents – 27Other non-current financial liabilities – (303)Trade and other receivables – (23)

Net asset value – 365

Consideration financed by issue of share capital – (94)Fair value of previously held equity-accounted investment – (143)

Consideration financed by borrowings – (128)Cash and cash equivalents acquired – 27

Net cash outflow – (101)

39.3 Acquisition of Acucap Properties Limited (Acucap)In April 2014, Growthpoint took a strategic stake in Acucap of 34.9% and a stake in Sycom of 31.5%. Growthpoint acquired these units in exchange for new Growthpoint shares from a selected pool of institutional investors. Subsequent to Growthpoint’s investment, Acucap made an offer for Sycom in which Growthpoint tendered a portion of its Sycom investment in exchange for new Acucap shares. At the announcement of Growthpoint’s FY14 results, on 27 August 2014, Growthpoint held 34.7% of Acucap and retained 15.0% of Sycom. Acucap had acquired 82.7% of Sycom. This left approximately 2.3% of Sycom in free float, which Acucap advised it was attempting to acquire. Acucap successfully acquired a further 1.3% in Sycom. On 1 April 2015, Growthpoint acquired the remaining shares and voting interests in Acucap by issuing 317 370 060 shares. The fair value of the ordinary shares issued was based on the ex-dividend listed price of the company at 1 April 2015 of R28.22 per share.

2016Rm

2015Rm

The fair value of the assets and liabilities of Acucap acquired were as follows:Investment property – 18 586Listed investments – 378Joint ventures – 325Long-term loans granted – 509Trade and other receivables* – 274Cash and cash equivalents acquired – 80Fair value of borrowings – (7 736)Trade and other payables – (295)Distribution for unitholders – (449)

Net asset value – 11 672

Consideration financed by issue of share capital – (8 955)Fair value of previously held investment in Acucap – (5 631)NCI, based on its proportionate interest in the recognised amounts of the assets and liabilities – (64)Goodwill – (2 978)

Net cash inflow – 80

* The trade receivables comprise gross contractual amounts due of R282 million, of which R8 million was expected to be uncollectible at the date of acquisition.

Growthpoint Properties Limited / 59 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

39. Acquisitions continued39.3 Acquisition of Acucap Properties Limited (Acucap) continued

The consideration for the business acquisition was based on a fixed share exchange between Acucap shareholders and Growthpoint at an exchange ratio of 1.97 Growthpoint shares per Acucap share held by Acucap shareholders. The goodwill is attributable mainly to the difference between the fair value of the Growthpoint shares issued as consideration and the fair value of the identifiable assets and liabilities received, as the share price had increased since the negotiations of the acquisition. A material amount of goodwill also originated as Growthpoint paid a premium over the net asset value for the Acucap shares. None of the goodwill recognised is expected to be deductible for tax purposes. Refer to note 18.1 for impairment testing performed during the current year.

The Group incurred acquisition-related costs of R26 million on legal fees and due diligence costs. These costs have been included in capital items.

40. SUBSEQUENT EVENTSDeclaration of dividend after reporting dateIn line with IAS 10 Events after the reporting period, the declaration of the dividend occurred after the end of the reporting period, resulting in a non-adjusting event that is not recognised in the financial statements. The R231 million in respect of linked unitholders for distribution in the statement of financial position (FY16) relates to the NCI portion of the GOZ distribution.

Takeover offer for GPT Metro Office Fund (GMF)On 1 July 2016, GOZ announced a AUD321 million off-market takeover offer for ASX-listed GMF. GMF owns six assets valued at AUD440.3 million. As at 24 August 2016, GOZ’s holding in GMF increased to 48.53%. The incremental interest does not become unconditional until at least a 50.1% interest is achieved. It is expected that the takeover will be complete in FY17.

As well as adding six well-leased A-grade office properties to the GOZ portfolio, the GMF takeover is expected to increase GOZ’s FY17 distributable income guidance by 4.9%, its market capitalisation to over AUD2.1 billion and the liquidity of GOZ’s securities.

GOZ investment property classified as held for saleAn industrial property portfolio comprising five properties was being sold pursuant to an expression of interest process that closed on 15 June 2016. A joint bid to purchase the portfolio was received from Investec and Sentinel Property Group and as at 30 June 2016, the properties were classified as assets held for sale. Subsequent to year end, the parties went into exclusive due diligence, however, Sentinel withdrew. Negotiations with Investec have also since ceased. Management and the directors determined that the portfolio will no longer be on the market and will be reclassified to investment properties. Given this is an event after the reporting period, the decision to reclassify the asset to investment properties has no impact on the financial statements as at 30 June 2016.

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 60 Group annual financial statements 30 June 2016

2016 Rm

2015 Rm

41. Minimum contracted rental41.1 Minimum contracted rental income

The 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 ten years. Contractual amounts due in terms of operating lease agreements:Less than one year 8 444 7 463Between one and five years 21 953 19 231More than five years 10 573 9 765

40 970 36 459

41.2 Minimum contracted rental expenseThe Group is party to leasing contracts as the lessee of the following properties:

~ Foreshore ~ Grand Parade ~ Golden Acre ~ Metprop Cape ~ Middestad Mall ~ Nestle ~ River Park ~ Tygerberg Office Park ~ Walmer Park Shopping Centre ~ Woodmead Retail (99-year lease commenced April 2008, rentals being 10% of net property income to March 2018, 12% to March 2033 and 18% thereafter, assumed net property income to be the same as in 2015)

~ Ten properties in Australia

Contractual amounts payable in terms of operating lease agreements: Less than one year (47) (38)Between one and five years (101) (86)More than five years (593) (598)

(741) (722)

Included in the minimum contracted rental expenses are obligations payable in Australia relating to ten 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 which can take place during or after the expiration of the building occupancy lease. Future land rental expenses amounting to R107 million (FY15: R78 million) have been included above, which have been calculated based on building occupancy lease periods and land rentals which could be reliably estimated.

Growthpoint Properties Limited / 61 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

42. Related-party transactions42.1 Set out below is a list of subsidiaries of the Group:

~ Acucap Properties Limited ~ Acucap Investments (Pty) Ltd ~ Acucap Investments 4 (Pty) Ltd ~ Acucap Management Services (Pty) Ltd (AMS) ~ Acucap Property Management (Pty) Ltd ~ Advent Properties (Pty) Ltd ~ Atlas Property Developments (Pty) Ltd ~ Atlas Properties Limited ~ Atlas Property Services (Pty) Ltd ~ Carlyns Trust (Pty) Ltd ~ Centre South Properties (Pty) Ltd ~ Changing Tides 5 (Pty) Ltd ~ Complex Investments (Pty) Ltd ~ Erf 4 of 8 Sandown (Pty) Ltd ~ Erven 99 and 100 Parktown Township Share Block (Pty) Ltd1

~ Fairy Glen Properties (Pty) Ltd ~ Ferns Investments (Pty) Ltd ~ Fourways Crossing Retail Centre (Pty) Ltd ~ Growthpoint ABQ (Pty) Ltd ~ Growthpoint Building Managers (Pty) Ltd ~ Growthpoint Management Services (Pty) Ltd (GMS) ~ Growthpoint Properties Australia (Australia) (65.5%) ~ Growthpoint Securitisation Warehouse Trust ~ Growthpoint Security SPV Number 1 (Pty) Ltd ~ Growthpoint Security SPV Number 2 (Pty) Ltd ~ Growthpoint TPG (Pty) Ltd ~ Highway Properties Houghton (Pty) Ltd ~ Inclub Properties (Pty) Ltd ~ Kilkishen Investments (Pty) Ltd ~ Majorshelf 184 (Pty) Ltd ~ Metboard Properties Limited ~ New Heights 344 (Pty) Ltd ~ Oxford 144 Property Investments (Pty) Ltd ~ Paramount Property Fund Limited ~ Scopefull 157 (Pty) Ltd ~ Skilfull 82 (Pty) Ltd ~ Skilfull 115 (Pty) Ltd ~ Stand 1135 Houghton (Pty) Ltd ~ Sycom Properties (Pty) Ltd ~ Sycom Property Fund (CISP)2 ~ Sycom Property Fund Managers Limited ~ The Acucap Unit Purchase Trust ~ Truzen 75 Trust1

~ Tyger Hills Investments (Pty) Ltd ~ Tyger Hills Office Park (Pty) Ltd ~ Witkoppen Corner (Pty) Ltd ~ Woodlands Office Park Property Management Company (Pty) Ltd

1 On 1 September 2014, Growthpoint acquired the remaining 50% interest in the properties owned by Truzen 75 Trust from the remaining beneficiaries of the Truzen 75 Trust, as well as the remaining shares in Erven 99 and 100 Parktown Township Share Block (Pty) Ltd from the remaining shareholder. These entities are therefore considered subsidiaries from this date.

2 During the year, Growthpoint (through its subsidiary, Acucap) acquired the assets and liabilities of Sycom Property Fund (CISP) (Sycom), after which the Sycom unitholders (other than Growthpoint and its subsidiaries) (i.e. the 1% remaining NCI) became Growthpoint shareholders. Sycom’s listing on the JSE was thereafter terminated.

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 62 Group annual financial statements 30 June 2016

42. Related-party transactions continued42.2 Set out below is a list of interests in other entities of the Group:

Set out below is a list of joint ventures of the Group: ~ Fernwood Asset Management (Pty) Ltd (FAM) (50.0%)³ ~ Fourways Crossing Property Management Company (Pty) Ltd (FCPMC) (50.0%) ~ Newshelf 919 (Pty) Ltd (50.0%) ~ Roeland Street Investment (Pty) Ltd (RSI1) (33.0%)³ ~ Roeland Street Investment 2 (Pty) Ltd (RSI2) (33.0%) ~ V&A Waterfront Holdings (Pty) Ltd (50.0%)

Set out below is a list of joint operations of the Group: ~ Down House Investments (Pty) Ltd (50.0%) ~ Brooklyn Mall and Design Square (75.0%) ~ Eagle Industrial Park (50.0%)

~ Fourways Crossing (50.0%)4

~ Hillcrest Corner (50.0%)4

~ Kolonnade Shopping Centre (50.0%) ~ Montague Business Park (25.0%)4

~ Northgate Shopping Centre (50.0%) ~ N1 Business Park (20.0%)4

~ N1 City Mall (42.0%)4

~ Remaining Extent of Erf 241 Sandown Share Block (Pty) Ltd (50.0%) ~ The Bridge (27.5%)4

~ Vaal Mall (77.9%)4

~ Wadeville (70.0%) ~ Watercrest Mall (50.0%)4

~ Westgate (50.0%)

These interests in joint operations all refer to buildings in which the Group has a proportional interest, as indicated by the percentages. The Group has the rights to the assets and obligations for the liabilities relating to the arrangements and therefore the Group recognises its share of the assets and liabilities and income and expenses. South Africa is the principal place of business of all the joint operations.

Interest in subsidiaries acquired during the year: ~ Burg Brothers (Pty) Ltd5

~ Basfour 2721 (Pty) Ltd5

~ Growthpoint SYC (Pty) Ltd5

~ Pin Mill Share Block (Pty) Ltd (note 39.1) ~ Silverhorn Properties (Pty) Ltd5

Interest in joint ventures acquired during the year: ~ Roeland Street Investment 3 (Pty) Ltd (RSI3) (50%)

All subsidiaries are wholly owned (either directly or indirectly) by Growthpoint Properties Limited (ultimate holding company) except for Growthpoint Properties Australia (65.5%). GMS provides property management services for the Group companies.

Refer to note 39 for detail regarding the acquisitions during the financial year.

Refer to note 24 for detail regarding the treasury shares held by the Group.

3 Growthpoint disposed of the shares in Roeland Street Investment (Pty) Ltd (RSI1) and Fernwood Asset Management (Pty) Ltd during the financial year (note 16.2).

4 The undivided shares in these operations were acquired as part of the acquisition of the group of companies of Acucap in the previous financial year.5 The acquisitions of these assets were not considered business combinations as the subsidiaries acquired only held one building, vacant land or no assets

at all.

Growthpoint Properties Limited / 63 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

42. Related-party transactions continued42.3 Directors’ remuneration

The following table shows a breakdown of the annual remuneration (excluding Staff Incentive Scheme awards) of directors for the year ended 30 June 2016:

Basic salaries

2016 R

Contribution to defined

contribution plan

2016 R

Gross salaries

2016R

Annual1 bonuses

2016 R

Gross salaries and

bonuses2016

R

Gross salaries and

bonuses 2015

R

Executive directorsLN Sasse 4 907 671 969 779 5 877 450 5 434 000 11 311 450 11 077 200EK de Klerk 3 747 436 502 964 4 250 400 4 092 000 8 342 400 7 845 000G Völkel 2 281 627 418 523 2 700 150 1 364 000 4 064 150 3 619 000

Total 10 936 734 1 891 266 12 828 000 10 890 000 23 718 000 22 541 200

Directors’ fees

2016 R

Directors’ fees

2015R

Non-executive directorsMG Diliza (Social, Ethics and Transformation Committee Chairman and Property Committee) 621 400 527 350PH Fechter (Property Committee Chairman and Audit Committee) 770 900 667 050LA Finlay (Audit Committee Chairman and Social, Ethics and Transformation Committee) 596 300 635 300JC Hayward (Risk Management Committee Chairman and Audit Committee) 761 400 667 050HS Herman (Remuneration Committee Chairman and Property Committee) 705 800 606 050JF Marais (Board Chairman and Remuneration Committee) 2 165 300 1 890 850HSP Mashaba2 (Board Deputy Chairman and Remuneration Committee) 404 167 581 000SP Mngconkola (Social, Ethics and Transformation Committee and Risk Management Committee) 593 800 442 550R Moonsamy (Social, Ethics and Transformation Committee and Property Committee) 559 400 499 300NBP Nkabinde (Social, Ethics and Transformation Committee and Risk Management Committee) 593 800 499 300CG Steyn3 (Audit Committee and Property Committee) – 309 150FJ Visser (Remuneration Committee and Risk Management Committee) 616 600 520 300

Total 8 388 867 7 845 250

Total executive and non-executive directors 10 936 734 1 891 266 12 828 000 10 890 000 32 106 867 30 386 4501 Relate to amounts accrued for in June 2016 that will be paid in September 2016.2 Resigned 27 January 2016.3 Retired 18 November 2014.

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 64 Group annual financial statements 30 June 2016

42 Related-party transactions continued42.3 Directors’ remuneration continued

Below is the breakdown of the gross salaries and bonuses of executive directors for FY15:

Basic salaries

2015 R

Contribution to defined

contribution plan 2015

R

Gross salaries

2015R

Annual bonuses¹

2015 R

Gross salaries and

bonuses2015

R

Executive directorsLN Sasse 4 523 250 1 026 750 5 550 000 5 527 200 11 077 200EK de Klerk 3 368 750 481 250 3 850 000 3 995 000 7 845 000G Völkel 1 985 750 364 250 2 350 000 1 269 000 3 619 000

Total 9 877 750 1 872 250 11 750 000 10 791 200 22 541 2001 Relate to amounts accrued for in June 2016 that will be paid in September 2016.

AustraliaFees paid for services rendered as a director of a subsidiary for the year ended 30 June 2016, amounted to AUD101 000 or R1 067 354 (FY15: AUD95 000 or R907 704) in respect of JF Marais.

Messrs LN Sasse and EK de Klerk were appointed as nominees of Growthpoint Properties Limited, the ultimate controlling entity of GOZ. For the year ended 30 June 2016, directors’ fees amounting to AUD106 000 and AUD103 500 respectively or R1 120 193 and R1 093 774 (FY15: AUD100 000 and AUD97 500 or R955 478 and R941 146) were paid to these directors.

V&A WaterfrontFees paid for services rendered by Messrs JF Marais, LN Sasse and EK de Klerk to the V&A Waterfront for the year ended 30 June 2016, amounted to R990 000 (FY15: R825 000) and were paid to Growthpoint.

Non-executive directors’ feesThe fees paid to non-executive directors for the year ended 30 June 2016 were calculated on the following basis as approved by the Remuneration Committee and by the Board, on authority granted by shareholders at the annual general meeting held on 17 November 2015:

ChairmanR

Deputy chairman

R

Director/ committee

memberR

Basic annual fee 1 105 000 131 500 53 000Fees per meeting attended:Board 185 500 89 200 59 600Audit Committee 55 600 – 39 500Risk Management Committee 49 200 – 33 200Property Committee 55 600 – 39 500Social, Ethics and Transformation Committee 43 000 – 27 500Remuneration Committee 49 200 – 33 200Nomination Committee 43 000 – 27 500

Growthpoint Properties Limited / 65 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

42. Related-party transactions continued42.3 Directors’ remuneration continued

Executive directors’ total remuneration in terms of IFRSThe table below provides an indication of the total cost to company in relation to executive directors’ remuneration, which was paid by Growthpoint Management Services. Total cash payments and benefits reflect the information disclosed in the tables on this and the previous pages. 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 executives.

Salary, bonusand other

benefits2016

R

AccountingIFRS charge

in respectof staff

incentiveschemeawards*

2016R

TotalIFRS

remuneration2016

R

Salary, bonusand other

benefits2015

R

AccountingIFRS charge

in respectof staff

incentiveschemeawards*

2015R

TotalIFRS

remuneration2015

R

Executive directorsLN Sasse 11 311 450 17 172 472 28 483 922 11 077 200 30 666 388 41 743 588EK de Klerk 8 342 400 11 849 340 20 191 740 7 845 000 17 868 771 25 713 771G Völkel 4 064 150 770 272 4 834 422 3 619 000 391 704 4 010 704

Total 23 718 000 29 792 084 53 510 084 22 541 200 48 926 863 71 468 063

* 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 significantly from the actual expense in the current and future years, which is based on the number of shares that vested, calculated at the price at which they were exercised. No attrition is taken into account and the calculation is based on the principal assumptions set out in note 29 to the financial statements.

Executive directors retire from their positions and from the Board (as executive directors) at the age of 65.

Service contracts are in place between the management company (GMS) and Messrs LN Sasse, EK de Klerk 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”.

2016 Rm

2015 Rm

42.4 Other related partiesThe Group uses various legal services of Glyn Marais Inc. The founding partner and practice leader, JF Marais, is also the Chairman and a non-executive director of Growthpoint Properties Limited. Glyn Marais legal fees paid 8 7Glyn Marais rent received (5) (9)

3 (2)

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 66 Group annual financial statements 30 June 2016

Total Held for trading

2016 Rm

2015 Rm

2016 Rm

2015 Rm

43. Financial risk management43.1 Total financial assets and liabilities

The table below sets out the Group’s accounting classification of each class of financial asset and liability, and their fair values at 30 June 2016.

ASSETS

Non-current assets 1 136 1 099 107 105

Listed investments 440 380 – –

Long-term loans granted 589 614 – –

Derivative assets 107 105 107 105

Current assets 3 413 2 677 – –

Current portion of long-term loans granted 16 467 – –

Trade and other receivables* 2 496 1 705 – –

Cash and cash equivalents* 901 505 – –

Total assets 4 549 3 776 107 105

LIABILITIES

Non-current financial liabilities 35 183 28 755 1 094 776

Interest-bearing borrowings 34 089 27 979 – –

Derivative liabilities 1 094 776 1 094 776

Current liabilities 6 767 7 918 – –

Trade and other payables* 2 045 1 802 – –

Current portion of other non-current financial liabilities 4 491 5 930 – –

Linked unitholders for distribution* 231 186 – –

Total liabilities 41 950 36 673 1 094 776

* The carrying amounts of these assets and liabilities reasonably approximate their fair values.

Growthpoint Properties Limited / 67 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Designated at fair value Loans and other receivables

Other financial liabilities

2016 Rm

2015 Rm

2016 Rm

2015 Rm

2016 Rm

2015 Rm

1 029 994 – – – –

440 380 – – – –

589 614 – – – –

– – – – – –

16 467 3 397 2 210 – –

16 467 – – – –

– – 2 496 1 705 – –

– – 901 505 – –

1 045 1 461 3 397 2 210 – –

34 089 27 979 – – – –

34 089 27 979 – – – –

– – – – – –

4 491 5 930 535 428 1 741 1 560

– – 535 428 1 510 1 374

4 491 5 930 – – – –

– – – – 231 186

38 580 33 902 535 428 1 741 1 560

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 68 Group annual financial statements 30 June 2016

43. Financial risk management continued43.2 Fair value hierarchy for financial instruments and investment property

The table below analyses financial instruments and investment property carried at fair value, by valuation method. The different levels have been defined as follows:Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.Level 2: inputs other than quoted prices included within level 1 that are observable for the assets or liabilities, either directly (i.e. as

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

The table below does not include fair value information for financial assets, financial liabilities and property assets measured at fair value if the carrying amount is a reasonable approximation of fair value.

Recognised at fair value

RmLevel 1

RmLevel 2

RmLevel 3

Rm

2016ASSETSFair value of property assets 104 690 – – 104 690Listed investments 440 – – 440Long-term loans granted 605 – – 605Derivative assets 107 – 107 –

Total assets 105 842 – 107 105 735

LIABILITIESInterest-bearing borrowings 34 089 – 34 089 –Derivative liabilities 1 094 – 1 094 –Current portion of other non-current financial liabilities 4 491 – 4 491 –

Total liabilities 39 674 – 39 674 –

2015ASSETSFair value of property assets 93 574 – – 93 574Listed investments 380 – – 380Long-term loans granted 1 081 – – 1 081Derivative assets 105 – 105 –

Total assets 95 140 – 105 95 035

LIABILITIESInterest-bearing borrowings 27 979 – 27 979 –Derivative liabilities 776 – 776 –Current portion of other non-current financial liabilities 5 930 – 5 930 –

Total liabilities 34 685 – 34 685 –

43.2.1 Details of changes in valuation techniquesThere have been no significant changes in valuation techniques during the year under review.

43.2.2 Significant transfers between level 1, level 2 and level 3There have been no significant transfers between level 1, level 2 and level 3 during the year under review.

Growthpoint Properties Limited / 69 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

43 Financial risk management continued43.2 Fair value hierarchy for financial instruments and investment property continued43.2.3 Level 3 reconciliation

Opening balance

Rm

Gain/(loss) in profit

for the year and

other compre-hensive income

Rm

Accrued interest

Rm

Acquired/(disposed)

and advanced/

(settled) Rm

Closing balance

Rm

2016Property assets (including investment property reclassified as held for sale) 93 574 5 147 – 5 969 104 690Listed investments 380 60 – – 440Long-term loans granted 1 081 (6) 29 (499) 605

2015Property assets (including investment property reclassified as held for sale) 69 913 2 329 – 21 332 93 574Listed investments – 2 – 378 380

Long-term loans granted 466 1 15 599 1 081

The fair value gains and losses are included in the fair value adjustment line in profit or loss. The gains and losses in other comprehensive income are included in the translation of foreign operations.

Refer to note 20 for the method used in determining the fair value of the long-term loans granted. A 1% decrease in the spread would increase the value to R609 million (FY15: R1 087 million). A 1% increase in the spread would decrease the value to R601 million (FY15: R1 075 million).

43.3 Other financial risk management considerationsThe 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 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 ~ Market risk ~ Liquidity risk

The 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.

43.4 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, and arises principally from long-term loans granted, derivative assets, trade receivables, as well as cash and cash equivalents. There is no significant concentration of credit risk as exposure is spread over a large number of counterparties.

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 70 Group annual financial statements 30 June 2016

43. Financial risk management continued43.4 Credit risk continued

Exposure to credit riskThe carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

2016Rm

2015Rm

Long-term loans granted 605 1 081Derivative assets 92 105Trade receivables 291 194Cash and cash equivalents 901 505

(a) Long-term loans grantedThe Group provided loans to 323 Festival Street (Pty) Ltd, Rabie Property Group (Pty) Ltd and the Acucap Unit Purchase Scheme participants. Refer to note 20 for detail.

(b) Derivative assets and cash and cash equivalentsExposure to credit risk is limited by investing in liquid funds and 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.

(c) Trade receivablesThe 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.

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.

UNdeposit is a campaign that was launched during the 2013 financial year, 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.

Impairment losses have been recorded for those debts where recovery was not reasonably assured at year end. The maximum credit exposure at the reporting date was R87 million (FY15: R63 million), of which R27 million (FY15: R26 million) has been provided for.

43.5 Market risk(a) Interest rate risk and derivativesThe 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 “receive variable” and “pay fixed” 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.

As at 30 June 2016, for the South African operation, it is estimated that for a 1% increase in short-term interest rates, the interest expense would increase by R33.1 million for the year (FY15: R61.1 million) and therefore the profit, and equity would decrease by this amount.

As at 30 June 2016, for the Group, it is estimated that for a 1% increase in short-term interest rates, the interest expense would increase by R81.4 million for the year (FY15: R81.4 million) and therefore the profit would decrease with this amount.

Growthpoint Properties Limited / 71 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

43. Financial risk management continued43.5 Market risk continued

For the South African operations, 86.6% (FY15: 76.0%) of interest-bearing borrowings were fixed for a weighted average period of 3.4 years at 30 June 2016 (FY15: 3.5 years). For the Group, 78.9% (FY15: 75.9%) of interest-bearing borrowings were fixed for a weighted average of 4.1 years at 30 June 2016 (FY15: 3.9 years).

Expiry of fixed rate

loansRm

Expiry of swaps

Rm

South AfricaFinancial year2017 – 2 0002018 1 415 1 9582019 – 4 7532020 63 3 6822021 – 6 8912022 500 1 8502024 258 703

2 236 21 837

Expiry of fixed rate

loansRm

Expiry of swaps

Rm

AustraliaFinancial year2019 – 1502020 – 1102021 – 1002023 250 – 2025 200 –

450 360

About this report Annual financial statements Property portfolio General information

Notes to the financial statements continued

For the year ended 30 June 2016

Growthpoint Properties Limited / 72 Group annual financial statements 30 June 2016

43. Financial risk management continued43.5 Market risk continued

(b) Currency risk and derivativesThe Group’s exposure to currency risk relates to the investments in GOZ, the Group’s Australian subsidiary, and SESCF, a company listed on the Channel Island Stock Exchange as a closed fund. This investment in GOZ is denominated in AUD and the investment in SESCF is denominated in EUR.

Forward exchange contracts are derivatives and are acquired to limit exposure to currency fluctuations.

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

Amount sold Average exchange rate Maturity date Purpose

AUD27.1 million R10.50:AUD1 6 Sep 2016 GOZ final FY16 distributionAUD22.0 million R11.42:AUD1 7 Mar 2017 GOZ interim FY17 distributionAUD10.0 million R12.52:AUD1 7 Sep 2017 GOZ final FY17 distribution

Growthpoint has entered into interest rates cross currency swaps for a total of AUD452 million, which matures between 1 July 2017 and 30 June 2021 and 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 AUD452 million of Growthpoint’s investment in the balance sheet is immunised against AUD-ZAR currency risk movements. It also means that there is a positive yield spread between the investment in GOZ and the implied interest cost on the AUD funding.

It is estimated that for the final distribution for FY16 from GOZ, a R1.00 increase/decrease in the spot exchange rate to AUD would increase/decrease the Group’s expected profit before taxation by R3.7 million; 90% of anticipated distribution is hedged (FY15: R3.7 million; 89% of the distribution was hedged).

It is estimated that for the distribution for FY17 from GOZ, a R1.00 increase/decrease in the spot exchange rate to AUD would increase/decrease the Group’s expected profit before taxation by R30.2 million; 60% of the anticipated distribution is hedged (FY15: R37.8 million; 46% of the distribution was hedged).

Stenham European Shopping Centre Fund (SESCF)A 5% weakening/strengthening of the Rand against the EUR against the net foreign currency exposure as at 30 June 2016 (assuming all other variables were held constant) would result in an increase/decrease in the Group’s profit or loss of R22.0 million and an increase/decrease in closing equity of R22.0 million. The effect of exchange rate fluctuations on the listed investment and the cross currency swap loan payable affect profit or loss. However, as these surplus/deficit movements arise on fair value measurements, they are all transferred from retained earnings to the non-distributable reserve and are not distributed – consequently there is no impact on Group distributable earnings. The effect of the 5% exchange rate fluctuation on distributable earnings would therefore only be R1.1 million.

(c) Other market price riskSESCF is measured at fair value and changes therein are recognised in profit or loss and presented in a non-distributable reserve in equity. A 1% increase in the share price of SESCF at the reporting date would have increased profit and equity by R4.4 million; an equal change in the opposite direction would have decreased profit and equity by R4.4 million.

43.6 Liquidity riskLiquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s policy is to seek to minimise its exposure to liquidity risk by balancing its exposure to interest rate risk and to refinance risk. In effect the Group seeks to borrow for as long as possible at the lowest acceptable cost. The Group regularly reviews the maturity profile of its financial liabilities and seeks to avoid concentration of maturities through the regular replacement of facilities, and by using a selection of maturity dates.

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

Within 1 yearRm

1 – 2 yearsRm

2 – 5 yearsRm

Over 5 yearsRm

TotalsRm

30 June 2016Interest-bearing borrowings, including derivative financial liabilities 6 203 5 978 15 523 4 904 32 608 Non-current and current liabilities

~ GOZ 3 883 323 1 311 12 477 17 994Trade and other payables 772 – – – 772Linked unitholders for distribution 231 – – – 231

11 089 6 301 16 834 17 381 51 605

30 June 2015Interest-bearing borrowings, including derivative financial liabilities 7 889 7 128 11 810 7 096 33 923Non-current and current liabilities

~ GOZ 1 114 269 7 719 2 008 11 110Trade and other payables 679 – – – 679Linked unitholders for distribution 186 – – – 186

9 868 7 397 19 529 9 104 45 898

Growthpoint Properties Limited / 73 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

43. Financial risk management continued43.6 Liquidity risk continued

Cash flows are monitored on a monthly basis to ensure that cash resources are adequate to meet the funding requirements of the Group.

43.7 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 (including investment property reclassified as held for sale, equity-accounted investments, and listed and unlisted investments):

2016

Rm2015

Rm

Value of investment property (including investment property reclassified as held for sale) 104 690 93 574Equity-accounted investment – V&A Waterfront and other 6 821 6 464Listed investments 440 380

Total 111 951 100 41850% thereof 55 976 50 209Nominal value of borrowings utilised at year end 38 578 31 950Potential borrowing capacity 17 398 18 259Facilities available in terms of existing agreements at year end 7 294 6 596

44. Capital managementIn 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% (including 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. At 30 June 2016, the nominal value of borrowings, net of cash, was equal to 33.7% (FY15: 33.2%) of the value of property assets. Excluding Australia, the ratio decreases to 30.5% (FY15: 32.1%). The Group complied fully with the covenants in respect of all loan facilities during the year.

The following share issues took place during the financial year ended 30 June 2016: ~ On 4 September 2015: 1 061 312 shares at R26.97 per share, as consideration for a property in KwaZulu-Natal known as “4 Pencarrow”. ~ On 23 September 2015: 19 309 956 shares, pursuant to elections of the dividend re-investment alternative offered in respect of the final 2015 dividend of 44.50 cents per share for the three months ended 30 June 2015, at R25.00 per share (being the five-day volume weighted average price of R25.32 net of the dividend, as at the close of business on Thursday, 3 September 2015, discounted by 1.29%).

~ On 1 April 2016: 52 272 973 shares, pursuant to elections of the dividend re-investment alternative offered in respect of the interim FY16 dividend of 89.50 cents per share for the six-month period ended 31 December 2015, issued at a price of R23.50 per share (being the spot price of R24.51 net of the dividend, as at the close of business on Thursday, 12 March 2016, discounted by 4.28%).

~ On 18 April 2016: 2 392 861 shares, at R24.64 per share, being the closing price of a Growthpoint ordinary share on 8 April 2016 as fulfilment of the scheme of arrangement by which the remaining issued units of Sycom Property Fund were acquired.

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 of Directors 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.

Growthpoint Properties Limited / 74 Group annual financial statements 30 June 2016

Growthpoint Properties Limited / 75 Group annual financial statements 30 June 2016

Property portfolio

Property portfolio

76 Property portfolio summary

79 Property portfolio detail

Propertyportfolio

Property portfolio

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 76 Group annual financial statements 30 June 2016

Commentary on fair value of investment propertySouth African portfolioCommentary on discount ratesThe discount rate applied was derived using an appropriate capitalisation rate and adding a growth rate based on market-related rentals, testing this for reasonableness by comparing the resultant Rand rate per m² against comparative sales of similar properties in similar locations.

Commentary on capitalisation ratesThe current state of the local economy and the lack of economic growth has exerted upward pressure in the determination of capitalisation rates and discount rates applied in the valuations at year end, affecting values negatively. After evaluating each property’s risk profile, the range of capitalisation and discount rate increases was between 0% and 0.25% for retail buildings and between 0.25% and 0.5% for office and industrial buildings.

Commentary on expected vacancy periods and rental growth ratesHistoric trends with regard to vacancy periods experienced on the re-letting of vacant space, coupled with the emphasis on tenant retention, indicate that the expected vacancy period applied in the FY16 valuation best approximates the actual experience. With inherent in-force rental increases at above 7.8% per annum (FY15: 7.7%) and expense growth stabilised, the expected rental growth rate for the FY16 valuations is considered reasonable.

GOZ portfolioCommentary on discount rates

Date of valuation30 June 2016

%30 June 2015

%

Weighted average 10-year discount rate used to value the GOZ properties 7.89 8.5010-year bond rate 1.98 3.00Implied property risk premium 5.91 5.50

As the above table shows, over the 12 months to FY16 discount rates utilised in the valuation of the GOZ property portfolio have tightened (lowered). Over this same period, the implied property risk premium has increased by approximately 41 basis points. The implied property risk premium is the difference between the weighted average discount rate and the 10-year Australian government bond rate. The increase in the implied property risk premium is due to a greater fall in the government bond yield (102 basis points) relative to the reduction in the GOZ weighted average discount rate (61 basis points) over the 12 months to FY16.

Commentary on capitalisation ratesIndustrialThe market for industrial investments remains robust with strong demand prevailing for well-located and secured industrial investments from all buyer types including local REIT, wholesale funds and a number of foreign investors. Strong competition for relatively few available assets has led to further yield compression over the past 12 months of between 0 and 25 basis points at both ends of the prime yield range and the higher quality end of secondary yields. Yields are now generally placed at levels recorded during the peak market preceding the global financial crisis. Transactional activity over the past 12 months has provided good evidence for the GOZ industrial properties. The weighted average capitalisation rate used to value the industrial portfolio firmed from 7.34% to 7.10% over the year to FY16.

Office

Capital remains readily available for new investment in the office sector creating continued strong demand, especially for prime quality assets in both CBD and fringe markets providing long lease terms, modern improvements and fixed rent increases. The A-REIT and offshore investors represent the most active buyer profile. Yields continued to tighten in most markets, particularly for prime and A-grade assets, compressing between 25 and 75 basis points. However, in contrast to the buoyant investment market, conditions within office leasing markets generally remain challenging.

Following some new leasing deals and lease extensions to existing tenants, a further improved investment market and the acquisition of 255 London Circuit, Canberra (market yield 6.00%) and 75 Dorcas Street, South Melbourne (market yield 6.75%), the weighted average capitalisation rate used in valuing the office portfolio has firmed from 7.8% to 6.8% over the year to FY16.

Property portfolio summaryAt 30 June 2016

Growthpoint Properties Limited / 77 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Number of

propertiesGLA

m2

Vacancym2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Forwardyield

%

RETAIL PORTFOLIO (RSA)

Regional Shopping Centres 20 917 929 22 827 2.5% 20 946 22 807 177 7.6%

Community Shopping Centres 19 347 568 9 280 2.7% 6 171 17 720 156 8.3%

Neighbourhood Shopping Centres 11 75 901 2 839 3.7% 817 10 765 111 9.7%

Retail Warehouses 1 3 914 – – 26 6 668 60 10.1%

Speciality Centres 4 52 602 1 145 2.2% 922 17 533 150 8.0%

Small Regional Shopping Centre 1 22 656 331 1.5% 319 14 116 129 8.4%

Vacant land (including house) 2 – – - 9 – – –

Total Retail 58 1 420 570 36 422 2.6% 29 210 20 541 166 7.8%

OFFICE PORTFOLIO (RSA)

High Rise Offices: Investec 2 83 781 – – 2 598 31 012 * 10.2%

High Rise Offices 15 190 824 12 693 6.7% 3 405 17 836 136 7.9%

Low Rise Offices 89 625 403 63 031 10.1% 11 812 18 838 149 8.3%

Office Parks 63 772 871 51 674 6.7% 11 998 15 486 118 8.4%

Office/Warehouse 1 70 201 10 091 14.4% 602 8 570 79 0.0%

Mixed use: Office and Retail 3 42 289 3 239 7.7% 732 17 319 158 8.1%

Hospitals 1 14 022 – – 462 32 954 * 8.8%

Vacant Land 8 – – – 1 702 – – –

Total Office 182 1 799 391 140 728 7.8% 33 311 17 533 139 8.3%

INDUSTRIAL PORTFOLIO (RSA)

Warehousing 99 991 634 46 758 4.7% 4 149 4 083 39 9.9%

Industrial Parks 10 379 374 12 433 3.3% 1 683 4 251 46 9.5%

Retail Warehousing 9 91 916 21 877 23.8% 470 5 118 64 9.5%

Motor-Related Outlets 11 55 676 18 981 34.1% 364 6 545 88 9.3%

Mini Units 18 143 359 6 491 4.5% 722 5 040 55 9.3%

Midi Units 8 80 172 11 959 14.9% 374 4 594 48 9.5%

Maxi Units 1 14 466 – – 70 4 804 51 10.0%

Low Grade Industrial 25 145 404 9 054 6.2% 499 3 345 40 10.3%

High-Tech Industrial 14 145 181 6 856 4.7% 1 124 7 262 63 9.5%

High Grade Industrial 24 203 907 – – 1 343 6 580 60 9.4%

Vacant Land 8 – – – 487 – – –

Total Industrial 227 2 251 089 134 409 6.0% 11 285 4 682 47 9.7%

Total Growthpoint (RSA excluding V&A) 467 5 471 050 311 559 5.7% 73 806 13 026 108 8.3%

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 78 Group annual financial statements 30 June 2016

Property portfolio summary continued

At 30 June 2016

Number of

propertiesGLA

m2

Vacancym2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Forwardyield

%

V&A WATERFRONT

Retail 48 233 225 0.5% 4 087 84 728 502 7.0%Office 51 333 887 1.7% 1 846 35 970 170 7.6%Fishing and Industrial 57 461 – – 453 7 888 59 8.9%Hotel and Residential 49 811 1 881 3.8% 884 17 736 159 9.1%Undeveloped bulk – – – 496 – – –Total V&A Waterfront 1 206 838 2 993 1.4% 7 766 35 147 214 7.5%Total Growthpoint (RSA) 468 5 677 888 314 552 5.6% 81 572 13 632 112 8.2%

GROWTHPOINT AUSTRALIA

Industrial 38 874 156 – – 13 646 15 610 123** 7.6%Office 20 235 389 3 850 1.6% 17 292 73 461 431** 7.1%Total Australia 58 1 109 545 3 850 0.3% 30 938 27 884 187** 7.3%

Total Growthpoint 526 6 787 433 318 402 4.7% 112 510 16 129 117 7.5%

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 2017 as a percentage of the property value.

Notes to the property portfolio summary and detail:

* Single tenanted properties.** Based on rental per annum in AUD.

*** Equity-accounted buildings.

Growthpoint Properties Limited / 79 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Property portfolio detail – South AfricaAt 30 June 2016

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

RETAIL PORTFOLIO

Regional Shopping Centres 917 929 2.5% 20 946 22 807 177

1 Alberton City Alberton 47 091 12.3% 975 20 717 193

2 Bayside Mall Table View, Cape Town 45 745 – 1 233 26 960 187

3 Brooklyn Mall and Design Square (75%)

Brooklyn, Pretoria 55 940 4.3% 2 262 40 444 269

4 City View Greyville, Durban 40 878 0.8% 301 7 378 84

5 Festival Mall Kempton Park 83 617 – 1 580 18 760 135

6 Greenacres Greenacres, Port Elizabeth 43 925 2.1% 1 303 29 655 214

7 Key West Shopping Centre Krugersdorp 53 533 1.0% 1 041 19 450 150

8 Kolonnade (50%) Montana Park, Pretoria 38 101 – 1 110 29 125 212

9 Lakeside Mall Benoni 65 340 4.1% 1 384 21 185 180

10 La Lucia Mall La Lucia, Durban 37 280 – 1 189 31 888 242

11 Longbeach Mall Noordhoek, Cape Town 31 871 2.1% 510 16 014 148

12 N1 City Mall (42%) Goodwood, Cape Town 26 968 1.1% 664 24 622 182

13 Northgate (50%) Randburg, Johannesburg 44 561 4.5% 845 18 952 166

14 Paarl Mall Paarl 38 702 1.1% 835 21 578 158

15 River Square Shopping Centre Three Rivers, Vereeniging 38 912 10.4% 630 16 201 146

16 The Avenues Springs 34 723 3.3% 420 12 081 103

17 Vaal Mall (77.86%) Vanderbijlpark 43 505 – 1 395 32 063 184

18 Walmer Park Shopping Centre Walmer, Port Elizabeth 43 191 1.2% 981 22 716 194

19 Waterfall Mall Rustenburg 49 106 1.2% 1 448 29 477 231

20 Woodmead Retail Park Woodmead 54 940 – 840 15 290 155

Community Shopping Centres 347 568 2.7% 6 171 17 720 156

1 14th Avenue Hyper Roodepoort 24 897 0.6% 237 9 371 93

2 Beacon Bay Retail Park Beacon Bay, East London 27 298 4.5% 382 13 990 134

3 City Mall Klerksdorp 22 569 8.4% 310 13 722 161

4 Gardens Centre Gardens, Cape Town 14 558 1.1% 568 38 981 299

5 Golden Acre CBD, Cape Town 33 590 0.9% 598 17 791 185

6 Grayston Shopping Centre Strathavon, Sandton 4 334 1.9% 105 24 291 231

7 Hatfield Plaza Hatfield, Pretoria 19 324 2.1% 277 14 355 172

8 Helderberg Centre Somerset West, Cape Town 21 226 – 188 8 871 76

9 Hillcrest Corner (50%) Hillcrest 9 943 10.8% 163 16 424 167

10 Howard Centre Pinelands, Cape Town 14 818 – 324 21 838 178

11 Mark Park Vereeniging 21 203 3.9% 274 12 932 118

12 Meadowdale Value Centre Germiston 18 017 2.3% 123 6 844 68

13 Middestad Mall Bellville, Cape Town 19 949 2.5% 317 15 891 173

14 Picbel Parkade CBD, Cape Town 13 818 4.5% 237 17 130 126

15 Sunward Park Boksburg 15 042 6.8% 147 9 793 95

16 The Bridge (27.5%) Greenacres, Port Elizabeth 12 382 4.2% 193 15 595 125

17 The Constantia Village Constantia, Cape Town 20 351 – 1 054 51 771 305

18 Village Square Randfontein 20 906 – 384 17 972 159

19 Westville Mall Westville, Durban 13 343 – 290 21 749 174

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 80 Group annual financial statements 30 June 2016

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Neighbourhood Shopping Centres 75 901 3.7% 817 10 765 111

1 Campus Building Hatfield, Pretoria 3 179 26.1% 40 12 456 178

2 Edgars – Bloemfontein Bloemfontein 5 985 – 49 8 221 *

3 Grand Parade Centre CBD, Cape Town 10 542 1.5% 122 11 591 111

4 Hatfield Mall Hatfield, Pretoria 6 332 7.4% 60 9 475 112

5 Jet – Bloemfontein Bloemfontein 5 984 – 34 5 632 *

6 Norkem Mall Norkem Park, Kempton Park 9 610 9.7% 108 11 271 117

7 OK Empangeni Empangeni, Durban 13 660 – 164 12 021 115

8 Palm Springs Springs 11 185 2.3% 115 10 281 106

9 Sportsmans Warehouse Bellville, Cape Town 3 503 – 48 13 560 124

10 Standard Plaza Hatfield, Pretoria 2 732 7.1% 35 12 845 147

11 Stanger Stanger, Durban 3 189 – 42 13 264 138

Retail Warehouses 3 914 – 26 6 668 *

1 Amrel Alberton Alberton 3 914 – 26 6 668 *

Speciality Centres 52 602 2.2% 922 17 533 150

1 East Rand Value Mall Boksburg 13 858 – 210 15 146 138

2 Fourways Crossing (50%) Fourways, Johannesburg 25 193 2.4% 515 20 442 165

3 Virgin Active Three Rivers, Vereeniging 3 250 – 37 11 538 *

4 Waterfall Mall Value Centre Rustenburg 10 301 5.3% 160 15 523 146

Small Regional Shopping Centres 22 656 1.5% 319 14 116 129

1 Watercrest Mall (50%) Durban 22 656 1.5% 319 14 116 129

Vacant Land – – 9 – –

1 River House Three Rivers, Vereeniging – – 3 – –

2 Waterfall Cashan Rustenburg – – 6 – –

58 TOTAL RETAIL 1 420 570 2.6% 29 210 20 541 166

OFFICE PORTFOLIO

High-Rise Offices: Investec 83 781 – 2 598 31 012 *

1 36 Hans Strijdom CBD, Cape Town 12 836 – 375 29 246 *

2 100 Grayston Drive Sandton 70 945 – 2 223 31 331 *

High-Rise Offices 190 824 6.7% 3 405 17 836 136

1 11 Adderley CBD, Cape Town 21 742 10.9% 269 12 390 124

2 33 Bree Street and 30 Waterkant CBD, Cape Town 12 711 – 266 20 896 112

3 44 on Grand Central Midrand 7 449 3.3% 125 16 782 165

4 ENS House Foreshore, Cape Town 17 246 3.8% 300 17 395 152

5 Fredman Towers Sandton 14 862 13.2% 309 20 757 167

6 Infotech Building Hatfield, Pretoria 10 291 3.3% 108 10 475 127

7 Menlyn Corner Menlyn, Pretoria 10 058 25.9% 194 19 249 161

8 Newlands on Main Claremont, Cape Town 12 992 – 253 19 466 145

9 Paramount Place Claremont, Cape Town 12 506 – 198 15 824 115

10 Roggebaai Place Foreshore, Cape Town 12 989 – 269 20 671 39

11 Salga House Cape Town 6 411 6.3% 80 12 541 97

12 Sanofi House Midrand 8 040 25.1% 92 11 467 104

13 The District Woodstock, Cape Town 18 681 8.6% 330 17 660 139

14 The Terraces CBD, Cape Town 11 933 2.2% 190 15 889 120

15 The Towers (50% TIBER) Sandton 12 913 1.3% 422 32 699 254

Property portfolio detail – South Africa continued

At 30 June 2016

Growthpoint Properties Limited / 81 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Low-Rise Offices 625 403 10.1% 11 812 18 838 149

1 1 Sixty Jan Smuts Avenue Rosebank, Johannesburg 16 545 15.0% 259 15 637 131

2 3 The Terrace Westville, Durban 3 051 – 53 17 470 *

3 4 Fricker Road Illovo, Sandton 4 806 24.0% 95 19 746 145

4 4 Pencarrow Umhlanga Ridge, Durban 2 392 – 42 17 433 197

5 7 Wessels Road Rivonia, Sandton 2 374 – 33 13 691 *

6 8 Rivonia Road Illovo, Sandton 5 325 – 112 21 089 *

7 12 Alice (50% TIBER) Sandton 8 772 – 250 28 501 *

8 15 Georgian Crescent Sandton 6 369 3.0% 98 15 418 119

9 16 Fricker Road Illovo, Sandton 3 808 – 61 16 124 *

10 25 Rudd Road Illovo, Sandton 3 157 – 49 15 362 128

11 28 Fricker Road Illovo, Sandton 6 406 17.0% 125 19 559 153

12 34 and 36 Fricker Road Illovo, Sandton 4 844 – 92 19 075 140

13 36 Wierda Road West Wierda Valley, Sandton 2 938 9.4% 42 14 433 124

14 50 Wierda Road Wierda Valley, Sandton 2 362 – 38 16 257 *

15 61 Central Houghton, Johannesburg 3 568 – 58 16 313 *

16 68 Oak Avenue Centurion, Pretoria 4 454 – 29 6 600 119

17 70 Grayston Sandton 4 147 73.1% 61 14 735 112

18 82 Grayston Drive Sandton 7 358 20.2% 118 16 023 154

19 100 West Street Sandton 3 850 – 81 21 143 *

20 103 Central Street Houghton, Johannesburg 2 338 – 35 15 014 144

21 138 West Sandown 10 710 43.0% 197 18 413 185

22 151 on 5th Sandton 12 598 86.1% 168 13 343 *

23 200 on Main Claremont, Cape Town 4 621 – 73 15 754 143

24 271 Veale Street Brooklyn, Pretoria 4 614 – 80 17 297 *

25 295 Florida Road Berea, Durban 2 496 0.6% 29 11 777 122

26 3021 William Nicol Bryanston, Sandton 6 646 0.6% 118 17 800 119

27 Advocates Chambers Sandton 7 163 – 157 21 932 127

28 ADT House Goodwood, Cape Town 4 797 – 64 13 238 *

29 Albion Springs Rondebosch, Cape Town 3 687 – 58 15 812 123

30 Anslow Park (Nestlé) Lyme Park, Sandton 11 986 – 338 28 183 *

31 Autopage Midrand 8 676 – 131 15 099 *

32 Autumn Road Rivonia, Sandton 9 968 – 123 12 340 132

33 BCX – Faerie Glen Faerie Glen, Pretoria 5 178 – 75 14 446 *

34 Boundary Place Illovo, Sandton 3 654 6.7% 63 17 271 153

35 Bremerton Mill Park, Port Elizabeth 3 643 – 54 14 823 *

36 Brookfield Office Park Brooklyn, Pretoria 7 598 21.6% 114 15 056 149

37 Deloitte La Lucia Ridge, Durban 6 313 – 134 21 241 *

38 Devcon Place Rivonia, Sandton 3 680 2.8% 37 10 026 101

39 Eastgate 20 Kramerville, Sandton 4 556 – 117 25 702 *

40 Engen House Parktown, Johannesburg 7 501 – 119 15 838 153

41 Eton Road Sandhurst, Sandton 1 338 – 25 18 834 165

42 Grayston Place Sandton 5 184 – 97 18 731 *

43 Grosvenor Corner Parktown North, Johannesburg 13 885 29.7% 226 16 277 139

About this report Annual financial statements Property portfolio General information

Property portfolio detail – South Africa continued

At 30 June 2016

Growthpoint Properties Limited / 82 Group annual financial statements 30 June 2016

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Low-Rise Offices continued

44 Homestead Place Rivonia, Sandton 5 496 – 67 12 118 106

45 Honeywell Midrand 3 817 – 55 14 280 *

46 HP Senderwood Bedfordview 3 480 – 39 11 150 114

47 Hunts End Wierda Valley, Sandton 10 183 43.9% 145 14 269 125

48 Inanda Greens Wierda Valley, Sandton 40 774 1.7% 910 21 882 170

49 Inyanda 1, 3 and 4 Parktown North, Johannesburg 23 196 – 459 19 770 178

50 Inyanda 2 Parktown North, Johannesburg 10 401 – 191 18 316 *

51 Lincoln on the Lake Umhlanga Ridge, Durban 6 637 11.7% 124 18 639 145

52 Longkloof Studios Gardens, Cape Town 11 632 45.7% 181 15 586 70

53 Lumley House Parktown North, Johannesburg 2 742 26.6% 48 17 470 132

54 Mayfair on the Lake Umhlanga Ridge, Durban 6 171 – 99 16 028 152

55 Merck Longmeadow 2 Edenvale 4 163 – 62 14 797 *

56 Microsoft Office Park Bryanston, Sandton 9 414 – 185 19 609 152

57 MLT House Gardens, Cape Town 1 290 – 13 9 922 96

58 Morningside 1331 Morningside, Sandton 3 492 – 57 16 352 139

59 MTN Mount Edgecombe Mount Edgecombe, Durban 7 013 – 100 14 288 *

60 N1 Medical Chambers Goodwood, Cape Town 4 449 – 89 20 070 178

61 Nautica Granger Bay 5 791 – 102 17 630 142

62 Oxford Corner Rosebank, Johannesburg 8 803 – 288 32 726 225

63 Piazzas Illovo Illovo, Sandton 497 13.7% 7 13 481 144

64 Peter Place 24 Lyme Park, Sandton 4 193 – 57 13 596 114

65 Pharos House Westville, Durban 5 616 – 94 16 773 154

66 PricewaterhouseCoopers Paarl 1 720 – 26 15 116 *

67 Ricoh Bedfordview 4 438 – 78 17 463 *

68 Ridgeview Umhlanga Ridge, Durban 6 659 32.1% 125 18 772 154

69 SA Weather Erasmusrand, Pretoria 4 270 – 68 16 019 *

70 Sandown Erf 169 Sandhurst, Sandton 2 069 100.0% 38 18 561 –

71 Sandown Erven 159–162 Sandhurst, Sandton 2 514 – 47 17 940 *

72 Sandown Mews Sandown, Sandton 21 176 28.3% 359 16 962 111

73 Sovereign Quay Greenpoint, Cape Town 8 589 6.0% 129 15 066 136

74 St Davids Park Parktown, Johannesburg 12 097 25.5% 127 10 457 107

75 Strathavon 11 Strathavon, Sandton 9 156 – 152 16 612 168

76 Summit Place Gardens, Cape Town 1 869 – 22 11 825 *

77 Tata 1 and 2 (50% TIBER)*** Illovo, Sandton 2 422 10.4% 54 22 419 175

78 The Annex (TPG 50%) Sandton 10 131 – 332 32 731 222

79 Thebe House Rosebank, Johannesburg 3 622 4.8% 49 13 637 133

80 The Boulevard Umhlanga, Durban 5 633 43.6% 155 25 287 136

81 The Place Sandhurst, Sandton 34 669 3.0% 1 019 29 383 199

82 Tsebo House Rosebank, Johannesburg 2 035 – 38 18 771 *

83 Turbine Square Hall Newton, Johannesburg 22 796 – 513 22 513 *

84 Tiger II Bryanston, Sandton 6 773 – 132 19 415 *

85 Tyger Hills Investments Plattekloof, Cape Town 17 686 4.5% 361 20 406 158

86 Tyger Hills Office Park Plattekloof, Cape Town 11 174 7.4% 214 19 151 140

Growthpoint Properties Limited / 83 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Low-Rise Offices continued

87 Wierda Court Wierda Valley, Sandton 2 232 – 36 16 171 129

88 Wierda Gables Wierda Valley, Sandton 2 173 – 31 14 403 133

89 Woodstock Woodstock, Cape Town 894 27.7% 7 0 *

Office Parks 772 871 6.7% 11 998 15 486 118

1 1 Montgomery Mount Edgecombe, Durban 10 376 61.8% 113 10 920 100

2 9 Frosterley Crescent La Lucia, Durban 1 154 1.4% 18 15 776 127

3 10 Riviera Road Killarney, Johannesburg 1 258 – 21 16 615 150

4 19 Impala Road Chislehurston 2 781 – 40 14 386 111

5 22 Impala Road Chislehurston 1 092 – 17 15 111 *

6 23 Impala Road Chislehurston 1 825 27.8% 25 13 970 133

7 29 Impala Road Chislehurston 1 376 – 21 15 410 149

8 33 Fricker Road Illovo, Sandton 6 353 4.8% 123 19 315 151

9 35 Impala Road Sandton 1 400 – 28 20 000 *

10 35 and 37 Wierda Road West Wierda Valley, Sandton 4 321 35.1% 36 8 331 98

11 257 Oxford Road Illovo, Sandton 3 142 – 50 14 642 131

12 ABSA Frosterley Umhlanga, Durban 3 167 – 50 15 756 *

13 BCX – Durban 1 La Lucia Ridge, Durban 2 509 – 36 14 349 131

14 BCX – Durban 2 La Lucia Ridge, Durban 4 906 – 80 16 205 *

15 BCX – Durban 3 La Lucia Ridge, Durban 939 – 14 15 442 *

16 BCX – Midrand ABC Midrand 5 746 – 55 9 624 *

17 BCX – Midrand DQE Midrand 13 800 – 121 8 746 *

18 Belmont Office Park Rondebosch, Cape Town 14 576 – 238 16 349 136

19 Belvedere Office Park Bellville, Cape Town 5 998 – 86 14 321 119

20 British Consulate General Dunkeld West, Johannesburg 1 048 – 22 21 088 *

21 Bogare Menlyn, Pretoria 6 301 – 112 17 711 *

22 Centennial Place Milnerton, Cape Town 12 014 12.5% 180 14 957 131

23 Central Park Midrand 34 190 3.3% 393 11 497 109

24 Chislehurston Chislehurston 2 169 – 35 16 229 163

25 Constantia Office Park Roodepoort 72 451 6.7% 1 018 14 052 127

26 Country Club Estate Woodmead 33 142 1.0% 500 15 072 120

27 Ditsela Place Hatfield, Pretoria 3 121 63.5% 47 14 931 *

28 Dunkeld Office Park Dunkeld West, Johannesburg 2 242 – 34 15 073 *

29 Edgecombe Office Park La Lucia, Durban 4 530 8.0% 67 14 834 138

30 EOH Business Park Bedfordview 20 150 – 357 17 717 128

31 Equity House Dunkeld West, Johannesburg 1 643 20.9% 26 16 065 141

32 Eton Office Park Bryanston, Sandton 8 795 5.4% 114 12 962 122

33 Freestone Park Kramerville, Sandton 5 468 9.5% 94 17 118 147

34 Golf Park Mowbray, Cape Town 24 879 5.6% 424 16 146 116

35 Grayston Office Park Sandton 13 632 – 225 16 512 125

36 Harrowdene Office Park Woodmead 43 923 4.9% 833 18 965 124

37 Hatfield Gardens Hatfield, Pretoria 25 845 3.2% 393 15 198 135

38 Healthcare Park Woodmead 13 694 – 228 16 642 137

39 Homestead Park Rivonia, Sandton 10 728 20.6% 92 8 566 69

About this report Annual financial statements Property portfolio General information

Property portfolio detail – South Africa continued

At 30 June 2016

Growthpoint Properties Limited / 84 Group annual financial statements 30 June 2016

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Office Parks continued

40 Illovo Corner Illovo, Sandton 9 985 – 228 22 854 185

41 Kirstenhof Office Park Midrand 3 837 – 46 11 909 111

42 Lakeside 3 Centurion, Pretoria 6 428 – 138 21 484 *

43 Morningside Close Morningside, Sandton 4 418 8.7% 58 13 127 107

44 Ogilvy Building Bryanston, Sandton 9 155 – 147 16 024 *

45 Pavilion Office Park Rivonia, Sandton 3 689 6.1% 32 8 565 97

46 Peter Place Office Park Bryanston, Sandton 8 520 3.3% 133 15 658 141

47 Pinewood Office Park Woodmead 7 082 7.1% 81 11 394 112

48 Pinmill Farm – 100% Kramerville, Sandton 22 774 2.8% 370 16 229 130

49 River Park Mowbray, Cape Town 13 371 1.0% 252 18 847 131

50 Riverwoods Bedfordview 10 641 – 153 14 369 138

51 Riviera Road Office Park Killarney, Johannesburg 4 770 0.6% 78 16 290 142

52 Rosebank Office Park Parktown North, Johannesburg 4 192 – 62 14 791 127

53 Sandton Close 2 Sandton 12 484 8.4% 162 12 977 112

54 Standard Bank Umhlanga Umhlanga Ridge, Durban 3 215 – 38 11 820 130

55 Sunnyside Office Park Parktown, Johannesburg 29 724 9.6% 424 14 251 122

56 The Estuaries Montague Gardens, Cape Town 11 789 5.0% 221 18 738 144

57 The Oval Bryanston, Sandton 10 877 2.0% 130 11 942 112

58 The Oval (Newlands) Newlands, Cape Town 8 580 – 249 29 079 194

59 The Village Faerie Glen, Pretoria 6 371 14.3% 80 12 557 109

60 The Woodlands Woodmead, Sandton 119 261 13.8% 2 010 16 850 76

61 Waterfall Park Midrand 8 221 – 133 16 167 *

62 Willowbridge Place Bellville, Cape Town 6 626 – 132 19 846 140

63 Woodmead Estate Woodmead 20 177 2.6% 275 13 644 125

Office/Warehouse 70 201 14.4% 602 8 570 79

1 Growthpoint Business Park Midrand 70 201 14.4% 602 8 570 79

Mixed Use: Office and Retail 42 289 7.7% 732 17 319 158

1 De Waterkant Centre Greenpoint, Cape Town 5 732 – 94 16 364 148

2 Menlyn Piazza Menlyn, Pretoria 7 104 44.5% 70 9 840 125

3 MontClare Place Claremont, Cape Town 29 453 – 568 19 309 165

Hospitals 14 022 – 462 32 954 *

1 N1 City Hospital Goodwood, Cape Town 14 022 – 462 32 954 *

Vacant Land/Land under development – – 1 702 – –

1 144 Oxford Road Illovo, Sandton – – 70 – –

2 Anslow Phase 2 Lyme Park, Sandton – – 174 – –

3 Bridgepark Century City, Cape Town – – 232 – –

4 Discovery – Phase 1 Sandhurst, Sandton – – 886 – –

5 IBM Sandton – – 249 – –

6 Lakeside 1 Centurion, Pretoria – – 19 – –

7 Lakeside 2 Centurion, Pretoria – – 16 – –

8 Quarry Hill Tyger Valley – – 56 – –

182 TOTAL OFFICE 1 799 391 7.8% 33 311 17 533 139

Growthpoint Properties Limited / 85 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

INDUSTRIAL PORTFOLIO

Warehousing 991 634 4.7% 4 149 4 083 39

1 10 Richard Carte Road Mobeni, Durban 20 142 – 121 6 007 63

2 20 Rustic Close Westmead, Durban 16 301 – 92 5 644 57

3 116 Teakwood Road Umbilo, Durban 4 948 – 28 5 760 *

4 131 Bofors Epping, Cape Town 7 071 – 29 4 045 *

5 23 Herman Road Meadowdale, Germiston 3 514 – 18 5 208 *

6 3 Spartan Crescent Eastgate, Sandton 4 716 100.0% 25 5 385 –

7 57 Mobile Road Airport Industria, Cape Town 2 940 – 17 5 680 *

8 57 on Gibson Aeroton, Johannesburg 4 512 100.0% 13 2 992 –

9 Aeroton 7 of 17 Aeroton, Johannesburg 3 263 – 12 3 555 *

10 African Gabions Mahogany Ridge, Durban 5 314 – 26 4 949 *

11 Afship Isando, Kempton Park 2 119 – 8 3 773 *

12 Alrode 706 Alrode, Alberton 7 045 – 27 3 875 *

13 Alrode Erf 34 Alrode, Alberton 7 491 – 19 2 510 *

14 Alternator Montague Gardens, Cape Town 8 752 – 47 5 347 *

15 Astron Denver, Johannesburg 14 325 – 59 4 119 *

16 Belgrade Aeroport, Kempton Park 6 988 – 41 5 824 *

17 Bunkers Hill Isipingo, Durban 10 303 – 56 5 455 55

18 Cempark Industria, Boksburg 36 455 4.0% 108 2 965 29

19 Chain Avenue Montague Gardens, Cape Town 12 698 – 57 4 520 43

20 Chemserve Randjespark, Midrand 9 445 – 53 5 590 *

21 Coldcem Industria, Boksburg 5 785 – 42 7 329 *

22 Commerce Corner Kramerville, Sandton 3 605 – 28 7 683 78

23 Covora Jet Park, Boksburg 6 055 – 32 5 219 *

24 DCD Dorbyl – Boksburg Boksburg 45 181 – 71 1 576 *

25 DCD Dorbyl – Duncanville Vereeniging 32 293 – 20 632 *

26 Dominic Corner Boksburg 7 666 – 37 4 840 *

27 Elvan Fishers Hill, Germiston 16 024 – 70 4 350 *

28 Engine Avenue Montague Gardens, Cape Town 1 730 – 9 5 029 *

29 Epping 1 Epping Industria, Cape Town 1 835 – 7 3 598 *

30 Epping 2 Epping Industria, Cape Town 7 104 – 28 3 998 37

31 Epping 3 Epping Industria, Cape Town 2 962 – 10 3 410 *

32 Epping 4 Epping Industria, Cape Town 2 345 – 9 3 710 37

33 Epping 5 Epping Industria, Cape Town 2 594 – 9 3 662 39

34 Epping 6 Epping Industria, Cape Town 1 317 – 5 3 796 *

35 Equitable Dev Co Florida, Roodepoort 2 273 – 8 3 652 *

36 Eskom Road New Germany 6 651 – 34 5 127 52

37 Fitzmaurice Epping, Cape Town 25 970 34.3% 69 2 668 25

38 Flemming Meadowdale, Germiston 1 390 – 7 4 964 *

39 Foreshore Maydon Wharf, Durban 9 247 – 22 2 422 *

40 Fourwinds Montague Gardens, Cape Town 4 618 – 28 6 020 *

41 Gemini Frankenwald, Sandton 1 300 – 9 7 230 *

42 Gewel Isando, Kempton Park 2 258 – 10 4 252 *

About this report Annual financial statements Property portfolio General information

Property portfolio detail – South Africa continued

At 30 June 2016

Growthpoint Properties Limited / 86 Group annual financial statements 30 June 2016

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Warehousing continued

43 Gillitts Road Industrial Park Pinetown 16 888 4.2% 68 4 027 50

44 Global Isando, Kempton Park 8 551 – 57 6 631 *

45 Goodenough Epping, Cape Town 8 526 – 37 4 293 *

46 Goodrich Prospecton, Durban 5 857 – 33 5 566 *

47 Greenbushes Port Elizabeth Port Elizabeth 13 539 29.1% 71 5 215 *

48 Greenfield Industrial Park Airport Industrial, Cape Town 21 815 16.2% 155 4 494 45

49 Grenville Epping, Cape Town 16 220 – 104 6 400 *

50 Greystones Heliport Glen Anil, Durban 2 427 – 18 7 375 74

51 Greystones Factory Glen Anil, Durban 1 985 – 27 13 652 *

52 Hawland Midrand 5 223 – 27 5 188 *

53 Hewett Epping, Cape Town 7 031 – 23 3 342 *

54 Hulley Isando, Kempton Park 4 027 – 16 3 899 *

55 Independence Square Ottery, Cape Town 7 923 – 36 4 582 47

56 Isowrench Isando, Kempton Park 5 932 – 28 4 771 *

57 Isobar Isando, Kempton Park 47 194 – 216 4 575 *

58 Laser Commercial Erf 2 and 3 Clayville, Midrand 2 406 – 10 4 074 *

59 Laser Commercial Erf 64 Clayville, Midrand 4 929 – 24 4 768 *

60 Laser Commercial Erf 65 Clayville, Midrand 4 672 – 22 4 666 *

61 Laser Isipingo Isipingo, Durban 6 881 – 41 5 886 *

62 Low Cost Marketing Sunnyrock ext 4, Germiston 3 054 – 17 5 631 *

63 Mandy Road Reuven, Johannesburg 12 700 – 34 2 709 *

64 Meadowbrook Meadowbrook, Germiston 13 706 3.8% 36 2 634 31

65 Meadowbrook Estate (Gundle Site) Meadowbrook, Germiston 17 103 – 150 8 753 51

66 Metkor Umbilo, Durban 20 767 – 108 5 225 *

67 Metprop Cape Epping, Cape Town 12 541 – 18 1 459 33

68 Midrand Central Business Park Midrand 5 892 – 39 6 585 63

69 Midrand Central Business Park 518 Midrand 6 802 – 56 5 612 62

70 Montani Wynberg, Johannesburg 12 722 34.1% 38 2 979 *

71 Monte Carlo New Germany, Pinetown 8 914 100.0% 56 3 657 –

72 Moorsom Epping, Cape Town 16 808 – 50 3 005 *

73 Neon Fulcom Park, Springs 10 927 – 28 2 453 *

74 Newmarket Industrial Estate Alrode, Alberton 36 514 – 130 3 568 34

75 Novex Kramerville, Sandton 3 560 34.5% 17 4 804 *

76 Nuffield Nuffield, Springs 10 514 – 21 2 016 *

77 Osram Randjespark, Midrand 6 332 – 24 3 759 *

78 Paul Smit Anderbolt Boksburg 22 119 – 59 2 685 *

79 Penraz Industria, Johannesburg 20 708 – 74 3 549 *

80 Pick n Pay Pinetown Mahogany Ridge, Durban 10 559 – 66 6 213 *

81 Portion 35 Alrode Alrode, Alberton 10 333 – 26 2 545 *

82 Premier Equipment Boksburg 13 634 – 68 5 010 *

83 Prolecon Prolecon, Johannesburg 20 763 – 64 3 102 31

84 Propower Parow, Cape Town 6 417 – 30 4 613 *

85 Protrans Jet Park, Boksburg 6 340 – 29 4 290 *

Growthpoint Properties Limited / 87 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Warehousing continued

86 PS Props Boksburg North, Boksburg 6 600 – 29 4 409 *

87 Range Industrial Park Blackheath, Bellville 15 273 – 82 5 369 45

88 Redwood Roodekop, Germiston 17 187 – 55 3 200 *

89 Regina Pinetown 9 310 – 50 5 327 51

90 Sebenza 137 Sebenza, Edenvale 3 698 – 12 3 326 *

91 Serenade Elandsfontein 3 390 – 14 4 130 *

92 Trafford Park Pinetown 11 873 – 65 5 475 48

93 Vereeniging Street 36 Alrode, Alberton 4 962 80.2% 8 1 532 *

94 Vinimark Building – Linbro Park Linbro Park 2 762 – 18 6 516 *

95 Watt Meadowdale, Germiston 2 841 – 14 4 998 *

96 Westmead Factory Westmead, Durban 4 434 – 22 5 029 52

97 Whitworth Heriotdale ext 8, Johannesburg 3 341 – 15 4 430 *

98 Wingfield Jet Park, Boksburg 7 206 – 34 4 691 *

99 Zandfontein Zandfontein, Pretoria 18 457 – 60 3 240 *

Industrial Parks 379 374 3.3% 1 683 4 251 46

1 Celtis Business Park Stormill, Roodepoort 9 300 22.6% 32 3 462 40

2 Central Park – Cape Town Elsiesrivier, Cape Town 49 135 – 163 3 326 43

3 Gold Reef Park Booysens, Johannesburg 20 667 11.1% 71 3 450 46

4 Growthpoint Industrial Estate Meadowdale, Germiston 61 244 – 404 6 079 62

5 Hilltop Industrial Park Elandsfontein 76 284 5.5% 342 3 972 37

6 Maitland Industrial Park Maitland, Cape Town 27 961 – 126 4 506 50

7 Omni Park Aeroton, Johannesburg 41 331 – 190 4 585 43

8 Pine Industrial Park New Germany 39 150 3.9% 141 3 596 45

9 Route 24 Meadowdale, Germiston 23 122 9.1% 95 4 113 46

10 Runway Park Mobeni, Durban 31 180 – 119 3 820 38

Retail Warehousing 91 916 23.8% 470 5 118 64

1 Builders Market Middelburg 12 973 100.0% 35 2 713 –

2 Commercial City Strijdom Park, Randburg 14 884 10.7% 109 7 303 74

3 Fountains Motown CBD, Pretoria 12 648 12.3% 49 3 890 71

4 Gateway Alberton 6 142 2.1% 46 7 473 76

5 Greenhills Centre Elandsfontein 1 913 – 14 7 580 103

6 Isipingo 2257 Prospecton, Durban 9 774 – 57 5 862 *

7 M1 Place Eastgate, Sandton 12 989 – 46 3 503 44

8 Meadowdale Meadowdale, Germiston 15 793 5.2% 102 6 440 67

9 Metro Cash and Carry – Krugersdorp Krugersdorp 4 800 100.0% 12 2 583 –

Motor-related Outlets 55 676 34.1% 364 6 545 88

1 Acacia Rosslyn, Pretoria 2 573 – 20 7 773 *

2 Bardene Bardene, Boksburg 1 260 – 14 10 794 *

3 Cornick Midrand 3 948 – 20 5 091 *

4 Ellenby Motors Hatfield, Pretoria 5 542 – 70 12 684 *

5 Kentyre Randburg 2 306 – 14 6 201 *

6 Midas Meadowdale Meadowdale, Germiston 18 981 100.0% 60 3 161 –

7 N1 Tyre N1 City, Cape Town 1 345 – 16 11 896 *

About this report Annual financial statements Property portfolio General information

Property portfolio detail – South Africa continued

At 30 June 2016

Growthpoint Properties Limited / 88 Group annual financial statements 30 June 2016

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Motor-related Outlets continued

8 Pasteur Northcliff, Johannesburg 3 074 – 33 10 898 *

9 Rushair Aeroton, Johannesburg 12 648 – 87 6 879 *

10 Snowy Owl Arcadia, Pretoria 1 504 – 7 4 455 *

11 Stormain Stormill, Roodepoort 2 495 – 23 9 179 *

Mini Units 143 359 4.5% 722 5 040 55

1 Alumina Silvertondale, Pretoria 1 328 – 6 4 592 54

2 Chelsea Road Industrial Park New Germany 11 589 – 54 4 634 47

3 Clayville Mini Units Clayville, Midrand 8 201 – 31 3 756 44

4 Devro Park Pinetown 3 929 10.7% 15 3 741 50

5 Eastgate Business Park Eastgate, Sandton 13 875 – 95 6 847 72

6 Ferntowers Ferndale, Randburg 5 270 – 23 4 345 54

7 Ferndale Commercial Park Strijdom Park, Randburg 4 281 – 17 4 135 48

8 Fusie 142 Silvertondale, Pretoria 1 530 – 8 5 231 53

9 Gallagher Place Midrand 8 606 – 34 3 951 49

10 Glen Murray Industrial Park Redhill, Durban 8 350 12.2% 53 6 347 67

11 Greystones Industrial Glen Anil, Durban 3 295 – 15 4 614 58

12 Isando Industrial Isando, Kempton Park 4 932 – 14 2 839 45

13 Isando Industrial Park Isando, Kempton Park 11 936 – 48 4 021 46

14 Knightsgate Driehoek, Germiston 16 778 14.8% 89 5 311 49

15 Kya Sands Kya Sands, Randburg 13 017 8.4% 46 3 526 44

16 Palm River Pinetown 8 156 9.8% 40 4 880 60

17 Scientia Pretoria East, Pretoria 12 166 5.5% 89 7 307 72

18 Thynk Industrial Park Briardene, Durban 6 120 – 45 7 467 78

Midi Units 80 172 14.9% 374 4 594 48

1 Anchor Industrial Park Jetpark, Boksburg 14 986 46.0% 66 4 397 49

2 City Deep Industrial Park City Deep, Johannesburg 10 949 15.8% 54 4 969 52

3 Eagle Industrial Park (50%) Richards Bay 7 699 16.6% 36 3 910 43

4 Galaxy Linbro Park 11 181 – 77 6 842 72

5 Northreef Elandsfontein 2 178 – 10 4 683 *

6 Rojolea Lea Glen, Roodepoort 4 770 – 12 2 600 28

7 Route 41 Roodepoort 12 542 16.4% 38 3 006 40

8 Westgate (50%) Pinetown 15 867 – 81 5 111 48

Maxi Units 14 466 – 70 4 804 51

1 Lanner Place Falcon Park, Pinetown 14 466 – 70 4 804 51

Low Grade Industrial 145 404 6.2% 499 3 345 40

1 Airport View Spartan, Kempton Park 1 054 – 5 4 839 *

2 Allen Road Elandsfontein 6 088 – 41 6 767 60

3 Belgor Spartan, Kempton Park 1 133 – 5 4 677 *

4 Bofors 2 Epping, Cape Town 12 938 – 51 3 965 42

5 Chamroy Krugersdorp 10 790 – 13 1 233 *

6 Dacres Epping, Cape Town 4 768 – 18 3 733 *

7 Dekema Wadeville, Germiston 1 686 – 7 3 973 *

8 Erf 321 Wadeville Wadeville, Germiston 1 132 100.0% 2 1 766 –

Growthpoint Properties Limited / 89 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

Low Grade Industrial continued

9 Gunners Epping, Cape Town 32 835 – 78 2 379 32

10 Isando 103 Isando, Kempton Park 3 735 100.0% 10 2 758 –

11 Isando 104 Isando, Kempton Park 2 345 100.0% 6 2 729 –

12 Isando 107 Isando, Kempton Park 1 929 – 6 3 214 *

13 Janhope Duncanville, Vereeniging 9 385 – 31 3 282 39

14 Kinghall 1 Epping, Cape Town 4 950 – 18 3 636 *

15 Kinghall 2 Epping, Cape Town 2 482 – 13 5 238 *

16 Loper Corner Spartan, Kempton Park 1 533 – 7 4 566 *

17 Loper View Spartan, Kempton Park 2 116 – 11 5 198 50

18 Maitland Maitland, Cape Town 9 729 – 39 3 968 40

19 Monteer Isando, Kempton Park 10 531 16.4% 34 2 089 43

20 New Germany New Germany 10 360 – 34 3 243 38

21 Portland Wadeville, Germiston 582 – 2 – *

22 Romatile Jet Park, Boksburg 4 608 – 22 4 817 52

23 Spartan View Spartan, Kempton Park 1 290 – 8 6 357 67

24 Sparticor Spartan, Kempton Park 1 615 – 9 5 570 48

25 Westmead Industrial Park Pinetown 5 790 – 29 5 060 51

High-Tech Industrial 145 181 4.7% 1 124 7 262 63

1 Adcock Ingram – Midrand Midrand 21 536 – 209 9 681 *

2 Altergen Wadeville, Germiston 5 880 – 20 3 401 *

3 Cummings Eastgate, Sandton 7 502 – 49 6 545 *

4 Eagle Freight Meadowdale, Germiston 6 971 – 42 5 752 *

5 Fifers Spartan, Kempton Park 5 995 – 33 5 421 *

6 Highland Meadowdale, Germiston 3 956 – 31 7 836 *

7 Impala Road Eastgate, Sandton 5 996 – 34 5 637 56

8 Linbro Linbro Park 4 004 100.0% 28 6 893 –

9 Montague Business Park (25%) Montague Gardens, Cape Town 28 635 8.0% 320 8 851 63

10 N1 Business Park (20%) Midrand 19 597 – 177 9 027 65

11 National Data Systems Selby, Johannesburg 13 530 – 56 4 161 *

12 Protec Park Chloorkop, Kempton Park 5 645 – 31 5 527 *

13 Stormill 51 Stormill, Roodepoort 1 755 – 8 4 501 *

14 Tripark Kelvin View, Johannesburg 14 179 4.0% 86 6 065 61

High Grade Industrial 203 907 – 1 343 6 580 60

1 2 Baker Street Marconi Beam, Cape Town 8 268 – 49 5 866 49

2 Aeroport Spartan, Kempton Park 12 852 – 64 4 941 51

3 African Products Meadowdale, Germiston 4 539 – 57 12 625 *

4 Albert Amon 212 Meadowdale, Germiston 1 512 – 9 5 623 *

5 Aviation Place Airport Industrial, Cape Town 2 200 – 15 6 818 *

6 Corobrik Meadowdale, Germiston 2 470 – 28 11 133 100

7 Ebony Meadowdale, Germiston 11 365 – 71 6 273 58

8 Electron Isando, Kempton Park 6 008 – 30 4 993 48

9 Flamon Meadowdale, Germiston 1 992 – 11 5 521 48

10 Gillets Pinetown 13 465 – 66 4 887 *

About this report Annual financial statements Property portfolio General information

Property portfolio detail – South Africa continued

At 30 June 2016

Growthpoint Properties Limited / 90 Group annual financial statements 30 June 2016

Property name LocationGLA

m2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(month/m2)

Rand

High Grade Industrial continued

11 Highway Wilbart, Germiston 3 666 – 21 5 701 *

12 Hillclimb Road Pinetown 4 211 – 22 5 319 *

13 Inanda Road Springfield Springfield Park, Durban 5 816 – 32 5 502 54

14 Mount Joy Elandsfontein 10 067 – 64 6 367 *

15 Nestlé Bellville, Cape Town 16 255 – 126 7 751 *

16 Oude Moulen Maitland, Cape Town 10 205 – 62 6 046 54

17 Racetrack Midrand 5 923 – 47 8 003 *

18 Rectron – Umhlanga Umhlanga Ridge, Durban 2 293 – 19 8 417 *

19 Rivonia Crossing 1 Sunninghill, Sandton 14 848 – 116 7 779 67

20 Rivonia Crossing 2 Sunninghill, Sandton 19 778 – 192 9 693 97

21 The Grove Business Estate Somerset West, Cape Town 17 648 – 71 4 046 46

22 Trade Centre Mount Edgecombe Mount Edgecombe, Durban 14 306 – 95 6 613 *

23 Triangle Wilbart, Germiston 3 681 – 22 6 030 *

24 Western Province Park Goodwood, Cape Town 10 539 – 54 5 133 53

Vacant Land/Land under development – – 487 – –

1 Maskew Isando, Kempton Park – – 6 – –

2 Midrand Central Business Park 519 Midrand – – 14 – –

3 Midrand Central Business Park 520 Midrand – – 16 – –

4 Mill Road Park Bellville, Cape Town – – 43 – –

5 Sailor Malan Erf 115/156 Aeroton, Johannesburg – – 8 – –

6 Saligna Boksburg – – 7 – –

7 Samrand Development 88 Midrand – – 355 – –

8 Wadeville 70% Germiston – – 38 – –

227 TOTAL INDUSTRIAL 2 251 089 6.0% 11 285 4 682 47

* Single tenanted properties.** Based on rental per annum in AUD.

*** Equity-accounted buildings.

Growthpoint Properties Limited / 91 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

% of GLA GLANumber

of tenants

RetailA. Large tenants 65% 904 220 19B. Medium tenants 18% 246 509 86C. Other tenants 17% 233 419 1 767

Total 100% 1 384 148 1 872

OfficeA. Large tenants 33% 548 357 26B. Medium tenants 44% 730 847 262C. Other tenants 23% 379 459 1 246

Total 100% 1 658 663 1 534

IndustrialA. Large tenants 41% 872 709 42B. Medium tenants 50% 1 051 729 316C. Other tenants 9% 192 242 515

Total 100% 2 116 680 873

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 escalationAverage contractual rental escalations in South Africa at 30 June 2016 were:

~ Retail 7.3% (FY15: 7.4%) ~ Office 8.1% (FY15: 7.7%) ~ Industrial 8.4% (FY15: 8.4%)

Lease expiry by sector (% of GLA) RSA (excluding V&A Waterfront)

FY22and beyond

FY21FY20FY19FY18FY17MonthlyVacant

25

20

15

10

5

0

%

Retail Office Industrial

Analysis of Growthpoint RSA tenant base30 June 2016

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 92 Group annual financial statements 30 June 2016

Retail Office Fishing and industrial Hotel and residential

Tenant base (excluding vacancies) GLA

Numberof tenants GLA

Numberof tenants GLA

Numberof tenants GLA

Numberof tenants

A. Large tenants – – 21 976 2 46 354 6 22 278 3

B. Medium tenants 20 989 15 13 580 9 11 086 4 19 329 9

C. Other tenants 27 019 564 14 890 121 21 2 6 323 202

Total 48 008 579 50 446 132 57 461 12 47 930 214

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 escalationAverage contractual rental escalations at the V&A Waterfront at 30 June 2016 were:

~ Retail 7.4% (FY15: 9.1%) ~ Office 7.9% (FY15: 7.1%) ~ Fishing and industrial 8.1% (FY15: 8.6%) ~ Hotel and residential 7.3% (FY15: 8.4%)

Vacant FY17 FY18 FY19 FY20 FY21 FY22 and beyond

Lease expiry (% of GLA) V&A Waterfront

45

40

35

30

25

20

15

10

5

0

V&A Waterfront

%

Analysis of V&A Waterfront tenant base (100%)30 June 2016

Growthpoint Properties Limited / 93 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Property portfolio detail – AustraliaAt 30 June 2016

Property name LocationGLA

m2

Vacancym2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(annum/m2)

AUD

INDUSTRIAL 874 156 – – 13 646 15 610 123

1 1–3 Pope Court Beverley, SA 14 459 – – 233 16 115 122

2 10 Butler Boulevard Adelaide Airport, SA 8 461 – – 93 10 992 157

3 10 Gassman Drive Yatala, QLD 3 188 – – 53 16 625 187

4 120 Link Road Tullamarine, VIC 26 517 – – 155 5 845 91

5 120 Northcorp Boulevard Broadmeadows, VIC 58 320 – – 858 14 712 96

6 120 –132 Atlantic Drive Keysborough, VIC 12 864 – – 247 19 201 122

7 12 –16 Butler Boulevard Adelaide Airport, SA 16 800 – – 156 9 286 112

8 13 Business Street Yatala, QLD 8 951 – – 164 18 322 183

9 130 Sharps Road Tullamarine, VIC 28 100 – – 260 9 253 110

10 1500 Ferntree Gully Road and 8 Henderson Road

Knoxfield, VIC 22 009 – – 433 19 674 148

11 19 Southern Court Keysborough, VIC 6 455 – – 88 13 633 110

12 20 Colquhoun Road Perth Airport, WA 80 374 – – 1 612 20 056 137

13 20 Southern Court Keysborough, VIC 11 430 – – 158 13 823 123

14 213 –215 Robinsons Road Ravenhall, VIC 21 092 – – 298 14 129 112

15 27–49 Lenore Drive Erskine Park, NSW 29 476 – – 672 22 798 143

16 28 Bilston Drive Barnawartha North, VIC

57 440 – – 764 13 301 110

17 29 Business Street Yatala, QLD 8 680 – – 115 13 249 133

18 3 Millennium Court Knoxfield, VIC 8 040 – – 119 14 801 106

19 3 Viola Place Brisbane Airport, QLD 3 431 – – 22 6 412 200

20 31 Garden Street Kilsyth, VIC 8 919 – – 108 12 109 105

21 34 Reddalls Road Kembla Grange, NSW 355 – 232 653 521 3 106

22 365 Fitzgerald Road Derrimut, VIC 16 114 – – 196 12 163 94

23 40 Annandale Road Tullamarine, VIC 44 424 – – 382 8 599 114

24 45 –55 South Centre Road Tullamarine, VIC 14 082 – – 88 6 249 87

25 5 Viola Place Brisbane Airport, QLD 14 726 – – 94 6 383 168

26 51–65 Lenore Drive Erskine Park, NSW 3 720 – – 331 88 978 589

27 522–550 Wellington Road Mulgrave, VIC 68 144 – – 712 10 448 66

28 599 Main North Road Gepps Cross, SA 67 238 – – 776 11 541 94

29 6 Kingston Park Court Knoxfield, VIC 7 645 – – 129 16 874 118

30 60 Annandale Road Tullamarine, VIC 16 276 – – 141 8 663 112

31 6–7 John Morphett Place Erskine Park, NSW 24 881 – – 497 19 975 141

32 670 Macarthur Avenue Pinkenba, QLD 5 578 – – 109 19 541 164

33 70 Distribution Street Larapinta, QLD 76 109 – – 2 216 29 116 183

34 75 Annandale Road Tullamarine, VIC 10 280 – – 78 7 588 90

35 81 Derby Street Silverwater, NSW 7 984 – – 167 20 917 192

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 94 Group annual financial statements 30 June 2016

Property portfolio detail – Australia continued

At 30 June 2016

Property name LocationGLA

m2

Vacancym2

Vacancy%

Value Rm

Value/m2

(excludingadditional

bulk) Rand

Gross rental

(annum/m2)

AUD

INDUSTRIAL continued

36 9–11 Drake Boulevard Keysborough, VIC 25 743 – – 345 13 402 101

37 99 and 101–103 William Angliss Drive

Laverton North, VIC 8 871 – – 306 34 494 229

38 Lots 2, 3 & 4, 44–54 Raglan Street

Preston, VIC 26 980 – – 239 8 858 73

Office 235 389 3 850 1.6% 17 292 73 461 431

1 1 Charles Street Parramatta, NSW 32 356 – – 3 091 95 531 602

2 10–12 Mort Street Canberra, ACT 15 398 – – 966 62 735 504

3 1231–1241 Sandgate Road Nundah, QLD 12 980 – – 1 142 87 982 647

4 255 London Circuit Canberra, ACT 8 972 – – 773 86 157 269

5 333 Ann Street Brisbane City, QLD 16 457 3 850 23.4% 1 131 68 725 388

6 33–39 Richmond Road Keswick, SA 11 835 – – 685 57 879 508

7 7 Laffer Drive Bedford Park, SA 6 639 – – 181 27 263 394

8 75 Dorcas Street South Melbourne, VIC 23 811 – – 1 832 76 939 12

9 89 Cambridge Park Drive Cambridge, TAS 6 876 – – 298 43 339 429

10 A1, 32 Cordelia Street South Brisbane QLD 10 052 – – 826 82 173 550

11 A4, 52 Merivale Street South Brisbane QLD 9 405 – – 804 85 486 646

12 Buildings 1 and 3, 572–576 Swan Street

Richmond, VIC 10 250 – – 638 62 244 503

13 Building 2, 572–576 Swan Street

Burnley, VIC 14 660 – – 905 61 733 497

14 Building B, 211 Wellington Road

Mulgrave, VIC 12 780 – – 740 57 903 245

15 Building C, 211 Wellington Road

Mulgrave, VIC 10 295 – – 244 23 701 –

16 Building C, 219–247 Pacific Highway

Artarmon, NSW 14 496 – – 1 225 84 506 581

17 Car Park, 32 Cordelia Street and 52 Merivale Street

South Brisbane, QLD – – – 199 – –

18 Car Park, 572–576 Swan Street Richmond, VIC – – – 13 – –

19 CB1, 22 Cordelia Street South Brisbane, QLD 11 529 – – 1 021 88 559 526

20 CB2, 42 Merivale Street South Brisbane, QLD 6 598 – – 578 87 602 517

58 TOTAL AUSTRALIA 1 109 545 3 850 0.3% 30 938 27 884 187

Growthpoint Properties Limited / 95 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Office Industrial

Tenant base (excluding vacancies)

GLA %

Numberof tenants

GLA%

Numberof tenants

A. Large tenants 45.9 5 86.3 16

B. Medium tenants 48.2 30 13.6 20

C. Other tenants 5.9 40 0.1 1

Total 100.0 75 100.0 37

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 escalationAverage contractual rental escalations in Australia at 30 June 2016 were:

~ Office 3.4% (FY15: 3.5%) ~ Industrial 2.7% (FY15: 2.8%)

%

Lease expiry by sector (% of GLA) Australia

0

10

20

30

40

50

60

70

Office Industrial

FY17Vacant FY18 FY19 FY20 FY21 FY22 and beyond

Analysis of Growthpoint Australia tenant base30 June 2016

General information

General information

98 Shareholders’ analysis

101 Shareholders’ information

102 Directorate and administration

104 Abbreviations

IBC Contact details

Generalinformation

General information

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 98 Group annual financial statements 30 June 2016

Shareholders’ analysisAs at 30 June 2016

Number ofshareholders

% of totalshareholders

Number ofshares

% of issuedcapital

Shareholder spread

1 – 1 000 shares 7 693 30.40 2 199 208 0.081 001 – 5 000 shares 8 397 33.18 22 174 070 0.805 001 – 10 000 shares 3 348 13.23 24 429 730 0.8810 001 – 20 000 shares 2 246 8.88 31 609 503 1.1320 001 – 50 000 shares 1 563 6.18 48 816 711 1.7550 001 – 100 000 shares 666 2.63 47 682 769 1.71100 001 – 200 000 shares 436 1.72 62 127 486 2.23200 001 – 500 000 shares 428 1.69 136 637 053 4.90500 001 – 1 000 000 shares 204 0.81 142 426 968 5.111 000 001 – 10 000 000 shares 279 1.10 798 681 700 28.6710 000 001 shares and over 47 0.18 1 469 308 168 52.74

Total 25 307 100.00 2 786 093 366 100.00

Distribution of shareholdersCollective investment schemes 914 3.61 1 222 494 607 43.88Retirement benefit funds 582 2.30 744 864 852 26.74Empowerment companies 4 0.02 238 609 588 8.56Retail shareholders 18 491 73.07 123 213 907 4.42Trusts 3 856 15.24 97 043 071 3.48Sovereign wealth funds 32 0.13 58 409 614 2.10Assurance companies 35 0.14 52 266 636 1.88Organs of state 2 0.01 49 339 420 1.77Private companies 603 2.38 41 626 482 1.49Foundations and charitable funds 194 0.77 27 781 432 1.00Treasury 2 0.01 26 264 623 0.94Custodians 71 0.28 22 628 912 0.81Stockbrokers and nominees 69 0.27 22 041 140 0.79Insurance companies 64 0.25 17 835 726 0.64Scrip lending 18 0.07 13 432 965 0.48Investment companies 42 0.17 8 211 167 0.29Medical aid funds 28 0.11 5 119 185 0.18Hedge funds 9 0.04 4 155 202 0.15Close corporations 197 0.78 3 333 635 0.12Public companies 5 0.02 3 105 820 0.11Share schemes 1 0.00 2 264 900 0.08Other companies 75 0.30 2 049 572 0.07Unclaimed scrip and control accounts 13 0.03 910 0.02

Total 25 307 100.00 2 786 093 366 100.00

Shareholder typeNon-public shareholders 16 0.06 421 418 087 15.13Directors and associates (excluding Staff Incentive Scheme) 11 0.04 48 174 225 1.73Government Employees Pension Fund 3 0.02 344 714 339 12.37Treasury shares 1 0.00 26 264 623 0.94Growthpoint Staff Incentive Scheme 1 0.00 2 264 900 0.09Public shareholders 25 291 99.94 2 364 675 279 84.87

Total 25 307 100.00 2 786 093 366 100.00

Growthpoint Properties Limited / 99 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Totalshareholding

% of issuedcapital

Beneficial shareholders holding greater than 1% of the issued shares

Government Employees Pension Fund 344 714 339 12.37Southern Palace Properties (Pty) Ltd 160 942 921 5.78Stanlib 122 461 748 4.40Old Mutual Group 117 265 071 4.21Investec 97 262 457 3.49Coronation 91 696 607 3.29Vanguard 85 936 806 3.08BEE Consortium (Quick Leap) 77 666 667 2.79Investment Solutions 73 267 280 2.63Eskom Pension and Provident Fund 68 434 964 2.46Sanlam 55 336 252 1.99Prudential 52 509 516 1.88Public Investment Corporation 49 339 420 1.77MMI 46 420 814 1.67Government of Singapore 34 037 305 1.22SPDR funds 33 832 259 1.21Nedbank Group 32 597 300 1.17Discovery funds 30 606 015 1.10

1 574 327 741 56.51

Fund managers holding greater than 1% of the issued sharesPublic Investment Corporation 361 805 066 12.99Stanlib Asset Management 176 559 596 6.34Investec Asset Management 164 606 356 5.91Coronation Fund Managers 148 322 887 5.32Old Mutual Group 120 268 327 4.32The Vanguard Group 92 391 808 3.32Mondrian Investment Partners 82 751 560 2.97Sanlam Group 78 927 061 2.83BlackRock Group 76 414 952 2.74Prudential Portfolio Managers 75 530 608 2.71Sesfikile Capital 70 263 667 2.52State Street Corp 62 918 227 2.26Meago Asset Managers 58 258 008 2.09Momentum Asset Management 50 302 354 1.81Eskom Pension and Provident Fund 43 396 655 1.56GIC Private Limited (Government of Singapore) 34 037 305 1.22Abax Investments 33 399 836 1.20Absa Asset Management 29 604 871 1.06Dimensional Fund Advisors Group 28 146 437 1.01

1 787 905 581 64.18

Share performance – 12 months ended 30 June 2016 30 June 2015

Shares traded 1 855 699 381 1 437 118 245 Monthly average 154 641 615 119 759 854 Shares in Issue 2 786 093 366 2 711 056 264 Shares traded as % of number of shares in issue 66.61% 53.01%Value traded R45 725 880 754 R38 163 257 248 Monthly average R3 810 490 063 R3 180 271 437 Opening price 1 July R26.46 R24.70 Closing price 30 June R25.68 R26.46 Intraday high for the period R28.50 R30.50 Intraday low for the period R17.96 R23.51

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 100 Group annual financial statements 30 June 2016

Shareholders’ analysis continued

As at 30 June 2016

Regional holdings

South Africa Americas Europe Asia Africa Middle East

June 2016

June 2015

0 3 000 000 0002 500 000 0002 000 000 0001 500 000 0001 000 000 000500 000 000

Categories of holders

Collective investment schemes Retirement benefit funds Empowerment companies Retail shareholders Trusts Private companies Other holdings

June 2016

June 2015

0 3 000 000 0002 500 000 0002 000 000 0001 500 000 0001 000 000 000500 000 000

Fund manager holdings by country

South Africa United States United Kingdom Singapore Japan Other countries

June 2016

June 2015

0 3 000 000 0002 500 000 0002 000 000 0001 500 000 0001 000 000 000500 000 000

Growthpoint Properties Limited / 101 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Shareholders’ information

Shareholders’ diaryFinancial year end 30 JuneAnnual financial statements posted SeptemberAnnual general meeting (09:00) 15 November 2016

Announcement of results and analysts’ presentationsInterim MarchAnnual August

Dividends Declared PaidInterim February/March March/AprilFinal August September

Updates and further information posted from time to time can be found on the company’s public website at: http://www.growthpoint.co.za/Pages/ShareholderInformation.aspx

Notice of annual general meetingThe notice of the company’s annual general meeting to be held on 15 November 2016 is contained in a separate booklet, posted to shareholders, incorporating the company’s summarised audited AFS for FY16 and other information relevant to the annual general meeting. The notice will also be available on the company’s public website at: http://www.growthpoint.co.za/Pages/AnnualResults.aspx

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 102 Group annual financial statements 30 June 2016

Directorate and administration

DirectorsJF Marais (Chairman)^

EK de Klerk (Managing Director)*

MG Diliza•PH Fechter^

LA Finlay^

JC Hayward^

HS Herman^

SP Mngconkola@

R Moonsamy^

NBP Nkabinde^

LN Sasse (Chief Executive Officer)*

FJ VisserG Völkel (Financial Director)*

^ Independent

• BEE structure stakeholder@ Related-party director and major shareholder’s nominee* Executive directors

AuditorsKPMG 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)70 Marshall Street, Johannesburg, 2001PO 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 SecretaryRA KrabbenhöftThe 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

Audit CommitteeLA Finlay (Chairman)PH FechterJC Hayward

The Audit Committee members are all independent non-executive directors.

Risk Management CommitteeJC Hayward (Chairman)SP MngconkolaNBP NkabindeFJ Visser

The following parties attend or are represented at Audit Committee and/or Risk Management Committee meetings: D Bouma (Corporate Treasurer)AL Davis (Chief Information Officer) EK de Klerk (Managing Director)RA Krabbenhöft (Company Secretary)DJ Modise (Head of Human Resources)SA Nizetich (Head of Internal Audit and Risk Management)LN Sasse (Chief Executive Officer)FJ Schindehütte (Financial Manager)G Völkel (Financial Director)

By invitation:E Binedell (Fund Director – Industrial)SA le Roux (Fund Director – Retail)RG Pienaar (Fund Director – Office)

The external auditors, KPMG Inc., attend all regular meetings of the Audit Committee and ad hoc meetings as required, as well as Risk Management Committee meetings.

Growthpoint Properties Limited / 103 Group annual financial statements 30 June 2016

About this report Annual financial statements Property portfolio General information

Property CommitteePH Fechter (Chairman)MG DilizaHS HermanR Moonsamy

The following members of management attend Property Committee meetings:LN Sasse (Chief Executive Officer)E Binedell (Fund Director – Industrial)K Bourhill (Valuer)EK de Klerk (Managing Director)RA Krabbenhöft (Company Secretary)SA le Roux (Fund Director – Retail)S Mills (Management Accountant)S Paul (Assistant Company Secretary)RG Pienaar (Fund Director – Office)G Völkel (Financial Director)

Social, Ethics and Transformation CommitteeMG Diliza (Chairman)LA FinlaySP MngconkolaR MoonsamyNBP Nkabinde

The following members of management attend Transformation Committee meetings:EK de Klerk (Managing Director)P Engelbrecht (Development Head)RA Krabbenhöft (Company Secretary)DJ Modise (Head of Human Resources)S Paul (Assistant Company Secretary)F Sibanyoni (National Facilities Head)SD Theunissen (CSR Manager)G Völkel (Financial Director)

Nomination CommitteeJF Marais (Chairman)MG DilizaPH FechterLA FinlayJC Hayward HS Herman

Remuneration CommitteeHS Herman (Chairman)JF MaraisFJ Visser

Standing attendees:LN Sasse (Chief Executive Officer)EK de Klerk (Managing Director)RA Krabbenhöft (Company Secretary) DJ Modise (Head of Human Resources)PricewaterhouseCoopers Inc. (independent advisor to the committee)

Executive Committee of Management (Exco)LN Sasse (Chief Executive Officer) (Committee Chairman)EK de Klerk (Managing Director)E Binedell (Fund Director – industrial)D Bouma (Corporate Treasurer)AL Davis (Chief Information Officer) G de Klerk (Regional Head – Durban)N Kuzmanich (Head of Marketing)SA le Roux (Fund Director – retail)DJ Modise (Head of Human Resources)G Muchanya (Deal Manager)RG Pienaar (Fund Director – office)DS Stoll (Regional Head – Cape Town)SD Theunissen (CSR Manager)L Turner (Head of Investor Relations) G Völkel (Financial Director)

Standing attendees:RA Krabbenhöft (Company Secretary) S Paul (Assistant Company Secretary)

About this report Annual financial statements Property portfolio General information

Growthpoint Properties Limited / 104 Group annual financial statements 30 June 2016

Abbreviations

Acucap Acucap Properties LimitedAdmedGap Hospitalisation Gap CoverAFS Annual financial statementsAGM Annual general meetingAlsi 40 JSE/Actuaries All Share Top 40 Companies

IndexA-REIT Australian REITASX Australian Stock ExchangeAUD Australian DollarB-BBEE Broad-based black economic empowermentCCI FNB/BER Consumer Confidence IndexCDLI JSE100 Carbon Disclosure Leadership IndexCDP Carbon Disclosure ProjectCEO Chief Executive OfficerCGU Cash-generating unitCIPC Companies and Intellectual Property

CommissionCO Carbon dioxideCompanies Act Companies Act 2008COSO Committee of Sponsoring OrganisationsCPLI JSE 100 Carbon Performance Leadership IndexCRISA Code for Responsible Investment in South

AfricaCSI Corporate social investmentCSR Corporate social responsibilityDJSI Dow Jones Sustainability World IndexDRIP Distribution re-investment planEAP Growthpoint Employee Assistance

ProgrammeERM Enterprise risk managementERS Executive retention scheme EUR EuroExco Executive Management CommitteeFCTR Foreign currency translation reserveFY Financial yearGAI Governance assessment instrumentGBCSA Green Building Council of South AfricaGCTC Guaranteed cost to companyGDP Gross domestic productGEPF Government Employees Pension FundGLA Gross lettable areaGOZ Growthpoint Properties AustraliaGRI Global Reporting InitiativeGrowthpoint Growthpoint Properties LimitedGSIS Growthpoint Staff Incentive SchemeHALO Helping and loving othersIAR Integrated annual reportIAS Investment Analysts Society

IASB International Accounting Standards BoardIFRS International Financial Reporting StandardsIIRC International Integrated Reporting CouncilIncome Tax Act Income Tax Act, No 58 of 1962IoD Institute of DirectorsIT Information technologyJSE JSE LimitedJSE Listings Requirements

Listings Requirements of the JSE Limited

JV Joint ventureKing III King Report and Code of Governance for

South Africa 2009KPA Key performance areaKPI Key performance indicatorkWh Kilowatt hoursLTI Long-term incentiveLTV Loan to value ratioMOI Memorandum of IncorporationMOCAA Museum of Contemporary Art AfricaMoody’s Moody’s Investor ServicesMSCI Morgan Stanley Capital InternationalNDR Non-distributable reserveNGO Non-government organisationOCI Other comprehensive incomePIC Public Investment Corporation (SOC) LimitedREIT Real Estate Investment TrustRemco Remuneration CommitteeRFP Request for proposalRSA Republic of South AfricaSA REIT South African Real Estate Investment TrustSAPOA South African Property Owners AssociationSESCF Stenham European Shopping Centre FundSENS Securities Exchange News ServiceSME Small medium enterprisesSRI JSE Socially Responsible Investment IndexSTI Short-term incentiveSycom Sycom Property FundTiber Tiber group of companiesTFR Total fixed remunerationThe Board The Board of Directors of Growthpoint

Properties LimitedThe company Growthpoint Properties LimitedThe Group Growthpoint Properties Limited GroupVWAP Volume weighted average price WALE Weighted average lease expiryZAR South African Rand

About this report Annual financial statements Property portfolio General information

Contact details

BASTION GRAPHICS

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 [email protected]

facebook.com/growthpoint 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]

www.growthpoint.co.za


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