Growthpoint Properties : GRTE - GROWTHPOINT PROPERTIES LIMITED - Condensed unaudited results for the six months ended 31 December 2014

GRTE - GROWTHPOINT PROPERTIES LIMITED - Condensed unaudited results for the six months ended 31 December 201404 March 2015 Condensed unaudited results for the six months ended 31 December 2014

GROWTHPOINT PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
A Real Estate Investment Trust, listed on the JSE
Share code: GRT ISIN: ZAE000179420

CONDENSED UNAUDITED RESULTS
FOR THE SIX MONTHS ENDED
31 DECEMBER 2014

HIGHLIGHTS

* 7.5%
distribution growth to 84,4 cents per share

* 26.4%
annualised total return on GOZ investment

* 91.0%
Acucap shareholder support for Growthpoint merger

* 29.1%
annualised total return to investors

* R3,2 billion
development and acquisition pipeline

* 20.6%
growth in revenue

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Unaudited Unaudited Audited
Six months Six months 12 months
31 December 31 December 30 June
2014 2013 2014
Note Rm Rm Rm
Revenue, excluding straight-line lease income adjustment 3 643 3 021 6 412
Straight-line lease income adjustment 133 24 193
Revenue 3 776 3 045 6 605
Property expenses (756) (647) (1 384)
Net property income 3 020 2 398 5 221
Other operating expenses and income (155) (120) (267)
Operating profit 2 865 2 278 4 954
Fair value adjustments 1 1 704 1 293 2 396
Equity-accounted investment profit 13 - 91
Finance costs (1 016) (874) (1 748)
Non-cash charges (75) (35) (78)
Capital items 27 (12) (23)
Finance income and other investment income 2 422 265 545
Profit before taxation 3 940 2 915 6 137
Taxation (136) (18) (160)
Normal taxation (including withholding tax on GOZ
distribution) (21) (12) (28)
Deferred taxation (115) (6) (132)
Profit after taxation 3 804 2 897 5 977
Profit attributable to:
Equity holders 3 329 2 697 5 579
Non-controlling interest (NCI) 475 200 398
Other Comprehensive Income:
Items that are or may be reclassified to Profit or Loss:
Translation of foreign operations (556) 298 888
Fair value of listed investments 774 - (46)
Total Comprehensive Income 4 022 3 195 6 819
Attributable to:
Equity holders 3 744 2 897 6 110
Non-controlling interest (NCI) 278 298 709
Calculation of distributable earnings
Operating profit 2 865 2 278 4 954
Less: Straight-line lease income adjustment (133) (24) (193)
Finance costs (1 016) (874) (1 748)
Finance income and other investment income 422 265 545
Cum distribution portion on shares issued (accounted for
in Statement of Changes in Equity) - 15 -
Cash adjustment on business acquisitions (accounted for
in Statement of Changes in Equity) 4 - 110
Dividends received on treasury shares (accounted for in
Statement of Changes in Equity) 26 - 25
Distribution received on listed investments - - 165
Distributable income from GOZ retained (including NCI) - - (40)
Non-controlling interest's share of distribution from GOZ
(excluding fair value adjustments) (188) (129) (295)
Realised foreign exchange gain 8 1 2
Taxation (excluding deferred tax) (21) (12) (28)
Distributable earnings 1 967 1 520 3 497
Total distribution 6 1 967 1 520 3 497
Taxable dividend (declared in March) 1 967 1 520 1 605
Taxable dividend (declared in August) - - 1 892
Shares Shares Shares
Total shares in issue at the end of the period (excluding
treasury shares) 2 300 234 044 1 935 965 489 2 252 501 622
Weighted number of shares in issue 2 279 099 073 1 921 573 203 1 996 917 123
Cents Cents Cents
Distribution per share 84,4 78,5 161,3
Six months ended 31 December 84,4 78,5 78,5
Six months ended 30 June - - 82,8
Basic profit per share 3 146,07 140,35 279,38
Diluted profit per share 145,14 140,10 277,53
Headline earnings per share 4 71,21 75,41 154,24
Diluted headline earnings per share 70,75 75,27 153,22

STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited
31 December 31 December 30 June
2014 2013 2014
Note Rm Rm Rm
ASSETS
Non-current assets 84 214 64 489 81 573
Fair value of investment property for accounting
purposes 69 438 55 417 67 627
Straight-line lease income adjustment 2 127 1 822 2 021
Fair value of long-term property assets 71 565 57 239 69 648
Equity-accounted investments 5 5 626 5 444 5 722
Listed investments 5 262 - 4 457
Intangible assets 1 210 1 308 1 258
Equipment 9 8 10
Long-term loans granted 516 473 466
Derivative assets 26 17 12
Current assets 2 402 2 562 1 671
Investment property reclassified as held for sale 465 185 265
Trade and other receivables 1 245 776 1 031
Cash and cash equivalents 692 1 601 375
Total assets 86 616 67 051 83 244
EQUITY AND LIABILITIES
Shareholders' interest 52 927 40 404 49 895
Share capital 30 537 21 313 29 436
Treasury shares (648) (298) (682)
Foreign currency translation reserve 1 160 1 119 1 506
Non-distributable reserve 19 911 16 750 17 743
Retained earnings 1 967 1 520 1 892
Non-controlling interest 4 321 3 436 4 180
Total equity 57 248 43 840 54 075
Non-current liabilities 24 962 20 323 23 016
Non-current financial liabilities 23 424 19 061 21 591
Deferred tax liability 1 538 1 262 1 425
Current liabilities 4 406 2 888 6 153
Trade and other payables 1 610 1 250 1 426
Current portion of non-current financial liabilities 2 596 1 500 4 543
Taxation payable 17 10 13
Linked unitholders for distribution 183 128 171
Total equity and liabilities 86 616 67 051 83 244
Cents Cents Cents
Net asset value per share 2 301 2 103 2 215
Tangible net asset value per share which excludes
intangible assets and deferred tax 2 315 2 100 2 223

STATEMENT OF CASH FLOWS
Unaudited Unaudited Audited
Six months Six months 12 months
31 December 31 December 30 June
2014 2013 2014
Rm Rm Rm
Cash generated from operations 2 917 2 226 4 760
Finance income and other investment income 232 124 274
Finance costs (994) (882) (1 732)
Taxation paid (17) (7) (20)
Capital items (9) (12) (51)
Distribution to shareholders (2 037) (1 563) (3 265)
Net cash inflow/(outflow) from operating activities 92 (114) (34)
Net cash outflow from investing activities (898) (682) (14 348)
Net cash inflow from financing activities 1 136 480 12 837
Net increase/(decrease) in cash and cash equivalents 330 (316) (1 545)
Translation effects on cash and cash equivalents of foreign
operation (13) 5 8
Cash and cash equivalents at beginning of the period 375 1 912 1 912
Cash and cash equivalents at end of the period 692 1 601 375

STATEMENT OF CHANGES IN EQUITY
Foreign
currency Non- Non-
translation distributable Retained controlling
Share Treasury reserve reserve earnings Shareholders' interest Total
capital shares (FCTR) (NDR) (RE) interest (NCI) equity
Notes Rm Rm Rm Rm Rm Rm Rm Rm
Audited balance at 30 June 2013 95 - 962 (849) - 208 2 485 2 693
Total comprehensive income - profit after taxation - - - - 2 697 2 697 200 2 897
Total comprehensive income - other comprehensive income - - 200 - - 200 98 298
Transactions with owners recognised directly in equity
Conversion of debentures to ordinary share capital and NDR 20 257 - - 16 280 - 36 537 - 36 537
Shares issued and cum distribution portion on issue 961 - - - 15 976 - 976
Acquisition of treasury shares - (342) - - - (342) - (342)
Transfer non-distributable items to NDR - - - 1 192 (1 192) - - -
Share-based payment transactions - 44 - 57 - 101 - 101
Rights issue and acquisitions - GOZ - - (43) - 70 27 782 809
Transfer to NDR reserves with NCI - - - 70 (70) - - -
Dividends declared - NCI - - - - - - (129) (129)
Unaudited balance at 31 December 2013 21 313 (298) 1 119 16 750 1 520 40 404 3 436 43 840
Total comprehensive income - profit after taxation - - - - 2 882 2 882 198 3 080
Total comprehensive income - other comprehensive income - - 377 (46) - 331 213 544
Transactions with owners recognised directly in equity
Shares issued and cum distribution portion on issue 8 123 - - - (15) 8 108 - 8 108
Cash adjustment on business acquisitions - - - - 110 110 - 110
Acquisition of treasury shares - (386) - - - (386) - (386)
Dividends received on treasury shares - - - - 25 25 - 25
Transfer non-distributable items to NDR - - - 1 025 (1 025) - - -
Share-based payment transactions - 2 - 31 - 33 - 33
Rights issue and acquisitions - GOZ - - 10 - (17) (7) 499 492
Transfer to NDR reserves with NCI - - - (17) 17 - - -
Dividends declared - NCI - - - - - - (166) (166)
Dividends declared (3 March 2014) - - - - (1 605) (1 605) - (1 605)
Audited balance at 30 June 2014 29 436 (682) 1 506 17 743 1 892 49 895 4 180 54 075
Total comprehensive income - profit after taxation - - - - 3 329 3 329 475 3 804
Total comprehensive income - other comprehensive income - - (359) 774 - 415 (197) 218
Transactions with owners recognised directly in equity
Shares issued 1 101 - - - - 1 101 - 1 101
Cash adjustment on business acquisitions - - - - 4 4 - 4
Dividends received on treasury shares 6 - - - - 26 26 - 26
Transfer non-distributable items to NDR - - - 1 389 (1 389) - - -
Share-based payment transactions - 34 - 26 - 60 - 60
Rights issue and acquisitions - GOZ - - 13 - (21) (8) 51 43
Transfer to NDR reserves with NCI - - - (21) 21 - - -
Dividends declared - NCI - - - - - - (188) (188)
Dividends declared (26 August 2014) 6 - - - - (1 895) (1 895) - (1 895)
Unaudited balance at 31 December 2014 30 537 (648) 1 160 19 911 1 967 52 927 4 321 57 248

SEGMENTAL ANALYSIS
South Africa
Other
Total as V&A joint
Retail Office Industrial Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm Rm Rm
Statement of Profit
or Loss and Other
Comprehensive
Income extracts -
31 December 2014
Revenue, excluding
straight-line lease
income adjustment 872 1 290 563 918 3 643 263 3 3 909
Property expenses (237) (292) (119) (108) (756) (75) (1) (832)
Segment results 635 998 444 810 2 887 188 2 3 077
Fair value
adjustment:
Investment property 462 322 152 583 1 519 - 17 1 536
Investment property
- non-controlling
interest - - - 319 319 - - 319
Total fair value
adjustment on total
investment property 462 322 152 902 1 838 - 17 1 855

Other
South Total as V&A joint
Africa Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm
Further extracts of Statement of Profit or
Loss and Other Comprehensive Income
Other operating expenses and income (111) (44) (155) (7) - (162)
Finance costs (777) (239) (1 016) (12) - (1 028)
Finance income and other investment income 418 4 422 1 - 423

South Africa
Other
Total as V&A joint
Retail Office Industrial Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm Rm Rm
Statement of Financial
Position extracts at
31 December 2014
Investment property
Opening balance 15 756 24 012 9 286 20 859 69 913 5 947 315 76 175
1 July 2014
Acquisition - Other - 660 21 67 748 2 - 750
Developments and 92 438 275 6 811 173 - 984
capital expenditure
Disposals - (70) (37) (165) (272) - (272) (544)
Foreign exchange gain - - - (1 008) (1 008) - - (1 008)
Fair value adjustments 462 322 152 902 1 838 - 17 1 855
Fair value of total
property assets -
31 December 2014 16 310 25 362 9 697 20 661 72 030 6 122 60 78 212
Fair value of 16 151 25 069 9 684 20 661 71 565 6 122 60 77 747
long-term property
assets
Investment 159 293 13 - 465 - - 465
property
reclassified as
held for sale
Other
South Total as V&A joint
Africa Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm
Further extracts of Statement of Financial
Position
Listed investments 5 262 - 5 262 - - 5 262
Intangible assets 1 210 - 1 210 - - 1 210
Trade and other receivables 993 252 1 245 35 - 1 280
Cash and cash equivalents 424 268 692 82 - 774
Trade and other payables (1 168) (442) (1 610) (93) - (1 703)
Financial liabilities (17 975) (8 045) (26 020) (195) - (26 215)
Nominal value - interest-bearing liabilities (17 188) (7 738) (24 926) (195) - (25 121)
Fair value adjustments (787) (247) (1 034) - - (1 034)
Foreign translation differences - (60) (60) - - (60)

South Africa
Total as V&A
Retail Office Industrial Australia reported Waterfront Total
Rm Rm Rm Rm Rm Rm Rm
Statement of Profit or Loss
and Other Comprehensive
Income extracts -
31 December 2013
Revenue, excluding straight-
line lease income adjustment 827 922 527 745 3 021 239 3 260
Property expenses (231) (214) (115) (87) (647) (67) (714)
Segment results 596 708 412 658 2 374 172 2 546
Fair value adjustment:
Investment property 350 509 245 107 1 211 - 1 211
Investment property -
non-controlling interest - - - 61 61 - 61
Total fair value adjustment
on total investment
property 350 509 245 168 1 272 - 1 272

South Total as V&A
Africa Australia reported Waterfront Total
Rm Rm Rm Rm Rm
Further extracts of Statement of Profit or Loss and
Other Comprehensive Income
Other operating expenses and income (77) (43) (120) (7) (127)
Finance costs (629) (245) (874) (10) (884)
Finance income and other investment income 263 2 265 2 267

South Africa
V&A Other
Total as Water- joint
Retail Office Industrial Australia reported front ventures Total
Rm Rm Rm Rm Rm Rm Rm Rm
Statement of Financial
Position extracts at
30 June 2014
Investment property
Opening balance 1 July 2013 14 915 16 211 8 042 15 063 54 231 5 549 - 59 780
Acquisition - Tiber 90 4 942 347 - 5 379 - 315 5 694
Acquisition - Abseq - 1 343 - - 1 343 - - 1 343
Acquisition - Other 1 284 205 3 452 3 942 - - 3 942
Developments and capital
expenditure 270 543 234 416 1 463 276 - 1 739
Disposals (386) (158) (107) - (651) - - (651)
Foreign exchange gain - - - 1 640 1 640 - - 1 640
Fair value adjustments 866 847 565 288 2 566 122 - 2 688
Fair value of total property
assets - 30 June 2014 15 756 24 012 9 286 20 859 69 913 5 947 315 76 175
Fair value of long-term
property assets 15 597 23 942 9 250 20 859 69 648 5 947 315 75 910
Investment property
reclassified as held for sale 159 70 36 - 265 - - 265

Other
South Total as V&A joint
Africa Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm
Further extracts of Statement
of Financial Position
Listed investments 4 457 - 4 457 - - 4 457
Intangible assets 1 258 - 1 258 - - 1 258
Trade and other receivables 874 157 1 031 32 5 1 068
Cash and cash equivalents 163 212 375 97 13 485
Trade and other payables (1 161) (265) (1 426) (81) (5) (1 512)
Financial liabilities (17 239) (8 895) (26 134) (196) (131) (26 461)
Nominal value - interest-bearing liabilities (16 368) (8 677) (25 045) (196) (131) (25 372)
Fair value adjustments (871) (149) (1 020) - - (1 020)
Foreign translation differences - (69) (69) - - (69)

NOTES
Unaudited Unaudited Audited
Six months Six months 12 months
31 December 31 December 30 June
2014 2013 2014
Rm Rm Rm
Note 1: Fair value adjustments 1 704 1 293 2 396
Gross investment property fair value adjustment 1 838 1 272 2 566
Less: Straight-line lease income adjustment (133) (24) (193)
Net investment property revaluation 1 705 1 248 2 373
Borrowings and derivatives - (loss)/gain (3) 85 53
Long-term loans granted - gain/(loss) 2 (40) (45)
Other payables - realised profit - - 15
Note 2: Finance income and other investment income 422 265 545
Other finance income 80 108 213
Distribution from V&A Waterfront 172 157 332
Distribution from Acucap & Sycom 170 - -

Note 3: Basic and diluted profit per share

The 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 Limited Listings Requirements, is not meaningful to investors as the basic profit includes fair value adjustments, as well as
other non-distributable items.

The calculation of distributable earnings and the distribution per share is more meaningful.

Note 4: Headline earnings per share

In terms of Circular 2/2013, 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 other non-cash accounting
adjustments that do not affect distributable earnings, to be added back.

Unaudited Unaudited Audited
Six months Six months 12 months
31 December 31 December 30 June
2014 2013 2014
Rm Rm Rm
Basic profit is reconciled to headline earnings as follows:
Profit after taxation - attributable to equity holders 3 329 2 697 5 579
Bargain purchase - - (28)
Add back: Net fair value adjustment - investment property (1 706) (1 248) (2 471)
Fair value adjustment, net of straight-line lease income adjustment (1 386) (1 187) (2 272)
Fair value adjustment (equity-accounted investments) (1) - (98)
NCI portion of fair value adjustment (319) (61) (101)
Headline earnings attributable to shareholders 1 623 1 449 3 080
Note 5: Equity-accounted investments
Initial investment in equity 343 156 343
Share in equity-accounted results - prior years 379 288 288
Share in equity-accounted results - current year 13 - 91
Sale of equity-accounted investments (109) - -
Equity-accounted investments 626 444 722
Debenture holding in joint venture 5 000 5 000 5 000
5 626 5 444 5 722

Note 6: Dividends on treasury shares

The interim dividend of R1 967 million (HY14: R1 605 million) includes dividends on treasury shares of R26 million (HY14: R25 million).
The net interim dividend payable by Growthpoint for accounting purposes is R1 941 million (HY14: R1 580 million).

The final dividend of R1 895 million for FY14 included dividends on treasury shares of R26 million. The net dividend paid is therefore
R1 869 million for accounting purposes.

COMMENTARY

INTRODUCTION

Growthpoint is the largest South African listed REIT with a quality portfolio of 430 directly owned properties in
South Africa valued at R51,4 billion, as well as two equity-accounted investments, with our 50% share of properties
valued at R6,2 billion of which the V&A Waterfront is by far the largest. In addition, Growthpoint has a 64.5%
interest in Growthpoint Properties Australia (GOZ) which owns 51 properties in Australia valued at R20,7 billion.
Listed investments with a value of R5,3 billion relate to a 34.6% investment in Acucap Properties Ltd (Acucap) and
a 15.6% investment in Sycom Property Fund (Sycom).

The company's objective is to grow and nurture a diversified portfolio of quality investment properties, providing
accommodation to a wide spectrum of users and delivering sustainable income distributions and capital
appreciation to investors, while optimising effective financial structures. Effectively, net property income received
by the property portfolios of South Africa (RSA) and GOZ, including interest received, the distributable income
received from the equity-accounted and listed investments, less operating costs, interest on debt and normal
taxation, is distributed to shareholders bi-annually. Growthpoint's distributions are based on sustainable income
generated from rentals. The company does not distribute capital profits.

Growthpoint is included in the JSE ALSI Top 40 Companies Index, with a market capitalisation of R64,1 billion at
31 December 2014 (HY15). During the six months, on average, more than 94,9 million shares traded per month
(FY14: 72,1 million). The monthly average value traded was R2,4 billion (FY14: R1,8 billion). This makes Growthpoint
the most liquid and tradable way to own commercial property in South Africa.

Excluding the equity-accounted investments, the South African portfolio represents 71.3% of the property portfolio
by value and 81.7% by gross lettable area (GLA), and is well diversified in the three major sectors of commercial
property, being retail, office and industrial. The bulk of the value of the South African properties is situated in strong
economic nodes within the major metropolitan areas.

For the period under review net asset value of the group increased by 3.9% to 2301 (FY14: 2215) cents per share.

GROWTH IN DISTRIBUTIONS

Growthpoint delivered growth in distributions per share for HY15 of 7.5%. This growth is at the upper end of the
guidance given to the market in the FY14 results of between 7.0% and 7.5%.

The business acquisitions of Abseq Properties (Pty) Ltd (Abseq) and the Tiber Group of Companies (Tiber), as well
as the listed investments in Acucap and Sycom now included for a full six month period, has had a positive impact
on the results for the period.

The increase in distributions was further enhanced by the investment in GOZ, where a weaker Rand against
the Australian Dollar (AUD) was in Growthpoint's favour and distribution per unit from GOZ grew by 12.0% in
Rand terms on a like-for-like basis. For HY15, Growthpoint entered into foreign exchange contracts to hedge the
distributions received at an average rate of R9.93: AUD1, compared to R9.30:AUD1 for HY14.

BASIS OF PREPARATION

The condensed consolidated interim financial statements are prepared in accordance with International Financial
Reporting Standard, IAS 34: Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the
Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council
and the requirements of the Companies Act of South Africa. The accounting policies applied in the preparation of
these interim financial statements are in terms of International Financial Reporting Standards and are consistent
with those applied in the previous annual financial statements.

Mr G Völkel (CA(SA)), Growthpoint's Financial Director, was responsible for supervising the preparation of these
summarised condensed consolidated interim financial statements. These condensed consolidated interim financial
statements have not been reviewed or audited by Growthpoint's independent external auditors.

ACQUISITION OF INTERESTS IN ACUCAP AND SYCOM AND OFFER TO ACQUIRE THE ACUCAP
SHARES THAT GROWTHPOINT DOES NOT ALREADY OWN

Growthpoint shareholders are referred to the announcements released on SENS in relation to the firm intention
announcement regarding the offer by Growthpoint to acquire all the shares in Acucap that it does not already own
by way of a scheme of arrangement ("the Scheme"), the outcome of a fair and reasonable assessment, as well as a
meeting of Growthpoint shareholders.

In terms of the Scheme a share exchange between Acucap shareholders and Growthpoint at an exchange ratio of
1.97 Growthpoint shares per Acucap share held by Acucap shareholders was proposed.

On 16 February the board of directors of Acucap announced that at the general meeting of Acucap shareholders
held on 16 February, all of the resolutions required to give effect to the Scheme as set out in the notice convening
the Scheme meeting, were passed without modification by the requisite majority vote.

On 25 February the Competition Commission published on its website that it would be recommending to
the Competition Tribunal that the proposed merger between Growthpoint and Acucap be approved without
conditions. On the basis that the only conditions precedent that remain to be fulfilled for the transaction to become
unconditional, is the approval of the Competition Tribunal and the Takeover Regulation Panel, Growthpoint expects
that the Effective Date for the transaction would be 1 April 2015.

GROWTHPOINT PROPERTIES AUSTRALIA (GOZ)

The investment in GOZ has been accounted for in terms of IAS 21, The Effects of Changes in Foreign Exchange Rates.
The consolidated Statement of Financial Position includes 100% of the assets and liabilities of GOZ, converted
at the closing exchange rate at HY15 of R9.49:AUD1 (FY14: R9.96:AUD1). The consolidated Statement of Profit
or Loss and Other Comprehensive Income also includes 100% of the revenue and expenses of GOZ, which was
translated at an average exchange rate of R9.78:AUD1 (HY14: R9.29:AUD1) for HY15. The resulting foreign currency
translation difference is recognised in Other Comprehensive Income. A non-controlling interest was raised for the
35.5% (FY14: 36.0%) not owned by Growthpoint.

Growthpoint increased its investment in GOZ from R5,3 billion at FY14 to R5,6 billion at HY15. This further
investment of R280 million related to a Distribution Re-investment Plan (DRIP), where Growthpoint elected not to
receive the distributions in August 2014, but to reinvest the distribution in GOZ.

A deferred tax liability of R1,1 billion (FY14: R1,0 billion) is included in the Statement of Financial Position. This
relates to the capital gains tax that will be payable in Australia if Growthpoint sells its investment in GOZ. Included
in normal tax in the Statement of Profit or Loss and Other Comprehensive Income, is R17 million (HY14: R12 million)
that relates to withholding tax paid on the distributions received from GOZ.

V&A WATERFRONT AND OTHER EQUITY-ACCOUNTED INVESTMENTS

The investments in the V&A Waterfront and the other joint venture, have been accounted for in terms of IFRS 11,
Joint Arrangements. The equity accounting method was used, whereby the Group's share of the Profit or Loss and
Other Comprehensive Income of these investments were accounted for.

Included in the HY15 finance income, is R172 million of distributable income from the V&A Waterfront, compared
to distributable income for HY14 of R157 million.

The investment in the V&A Waterfront and the other joint venture, has been accounted for in the Statement of
Financial Position as the fair value of Growthpoint's 50% interest in the net asset value amounting to R5,6 billion
(FY14: R5,6 billion) for the V&A Waterfront and R54 million (FY14: R148 million) for the other joint venture. During
the period under review Growthpoint acquired the remaining 50% of its equity accounted investment in Truzen 75
Trust. This investment is therefore no longer equity accounted and is now reflected as a wholly owned subsidiary.

Refer to the paragraph on Acquisitions and Commitments.

NET PROPERTY INCOME

Revenue increased by 20.6% for HY15 compared to HY14. The South African operations increased revenues by
19.7% compared to HY14 as a result of the acquisition of Abseq and Tiber whilst the GOZ operations increased its
revenues by 23.2% mostly as a result of the first rentals earned on a newly acquired property (acquired on 30 June
2014) as well as a favourable increase in the average exchange rate applied. Disposals amounting to R651 million
were made in the RSA portfolio in FY14 and impacted negatively on revenue growth in the current period. Whilst
immaterial to total revenues, the vacating of distribution centres by Ellerines had an adverse impact on revenue.

The ratio of property expenses to revenue for the Group improved to 20.8% at HY15 from 21.4% at HY14. For RSA
the ratio improved to 23.8% from 24.6% at HY14.

FAIR VALUE ADJUSTMENTS

The revaluation of properties in South Africa and GOZ resulted in an upward revision of R1,7 billion (2.4%) to
R72,0 billion for investment property (including investment properties reclassified as held for sale). This was mainly
due to an increase in future contractual rental. Interest-bearing borrowings and derivatives were fair valued using
the swap curve at HY15, resulting in an increase of R3 million in the overall liability.

These fair value adjustments, together with the other non-distributable items such as capital items, non-
cash charges, deferred taxation and the net effect of the non-controlling interest's portion of the non-distributable
items were transferred to the non-distributable reserve.

FINANCE COSTS

Finance costs increased by 16.2% to R1 016 million (HY14: R 874 million) as a result of the partial funding of Tiber
using debt, as well as futher investments made in GOZ. The weighted average interest rate for RSA borrowings was
9.4% (FY14: 9.4%). The weighted average maturity of debt remained at 3.5 years (FY14: 3.5 years). Finance costs
for GOZ decreased marginally from R245 million in HY14 to R239 million in HY15. The additional equity raised by
GOZ was used for the acquisition of properties and to settle debt, resulting in the decrease. The interest cover ratio,
whereby the income from the equity-accounted investments and listed investments are included in the operating
profit, increased from 3.1 at HY14 to 3.3 at HY15.

FINANCE INCOME

Finance income increased by 59.2% to R422 million (HY14: R265 million) as a result of the distributions received
from the listed investment in Acucap and Sycom amounting to R170 million (HY14: nil).

These listed investments have been accounted for in terms of IAS39, Financial Instruments: Recognition and
Measurement, as available for sale investments and are reflected at fair value in the Statement of Financial Position.

ACQUISITIONS AND COMMITMENTS
On 1 September 2014, Growthpoint acquired the remaining 50% interest in the properties owned by Truzen 75
Trust from the remaining beneficiaries, as well as the remaining shares in Erven 99 and 100 Parktown Township
Share Block Company (Pty) Ltd from Zenprop. The GLA of the acquired share of these office properties amounts to
16 799 m2.
Rm
Fair value of properties 388
External debt (172)
Net working capital 6
Net asset value 222
Funded by (222)
Issue of share capital (95)
Debt/cash that has been utilized (127)

In addition Growthpoint acquired one industrial property, amounting to R21 million during the period. Development
and capital expenditure for RSA amounting to R805 million (HY14: R406 million) relates to various projects
undertaken during the period, of which the Discovery Head Office (owned 55%) and Bridge Park Office Block
accounted for R194 million and R52 million respectively.

GOZ acquired land for an office property development situated at 211 Wellington Road Mulgrave, Victoria for
R67 million (AUD7 million) during the period. GOZ has a further outstanding commitment to fund through the
development of 12 718m2 office space for an amount of R591 million (AUD 62.3 million). The building will yield
7.6% on completion. In addition GOZ has further commitments amounting to R199 million (AUD 21.0 million).

Growthpoint RSA has commitments outstanding in respect of developments amounting to R2,0 billion (FY14:
R2,1 billion) of which the Discovery Head Office (55% share) of R1,3 billion is the largest. Further commitments in
respect of property acquisitions amount to R455 million (FY14: R272 million) and includes development land in
Samrand Midrand for R360 million.

Development and capital expenditure at the V&A Waterfront amounted to R173 million (HY14: R108 million)
for the period. Growthpoint's share of the V&A Waterfront's commitments outstanding at HY15 amounted to
R459 million (FY14: R496 million), which relates to the PwC and Werksmans Office development, the Grain Silo
development, phase 2 of the car park and Virgin Active.

DISPOSALS AND HELD FOR SALE ASSETS

Growthpoint RSA disposed of six properties in the current year (HY14: nine) for R107 million (HY14: R488 million)
with a collective R18 million (HY14: R94 million) profit on cost achieved.

At HY15, seven RSA properties (HY14: three) valued at R465 million (HY14: R185 million) were classified as held
for sale assets.

ARREARS

Total RSA arrears at HY15 amounted to R48,4 million (HY14: R43,7 million) with a provision for bad debts of
R24,3 million (HY14: R14,5 million). Total RSA bad debt expenses amounted to R11,8 million (HY14: R2,3 million).
Growthpoint has provided in full for its total exposure to Ellerines.

VACANCY LEVELS

At HY15, the total m2 of Growthpoint's portfolio and vacancy levels expressed as a percentage of GLA were:

GLA Vacancy
m2 m2 % %
HY15 FY14 HY15 FY14
Retail 904 236 907 746 4.4 4.5
Office 1 486 502 1 460 741 8.4 8.0
Industrial 2 184 592 2 194 459 5.8 3.0

RSA Total 4 575 330 4 562 946 6.4 4.9
V&A Waterfront (50%) 198 525 195 700 1.0 1.5
GOZ 1 023 681 1 036 740 1.4 1.5

Total 5 797 536 5 795 386 5.3 4.2

Vacancies in the industrial and office sectors have increased during HY15, mainly due to the loss of Ellerines as a
tenant in three distribution centres in the industrial sector and the loss of a number of major office tenants due to
the on-going challenging economic conditions. The vacancies were further impacted by developments that were
not fully let. This is being addressed through various initiatives including the UNdeposit campaign, which to date
has received significant traction.

EQUITY RAISED

During the period under review, Growthpoint raised R1 006 million in September 2014, through a DRIP, where
42,2 million shares were issued at R24.20 per share. The equity raised from the DRIP was utilised to finance
Growthpoint's investment activities.

Growthpoint issued 3,8 million shares for the acquisition of the remaining 50% interest in Truzen 75 Trust, as well
as the remaining 50% share in Erven 99 and 100 Parktown Township Share Block Company (Pty) Ltd.

The company has 2,3 billion shares in issue at HY15 and the authorised share capital is 4,0 billion shares.

Growthpoint held 30 687 644 treasury shares at HY15 (FY14: 32 406 635).

BORROWINGS AND NET WORKING CAPITAL

At HY15, the consolidated loan to value ratio (LTV) measured by dividing the nominal value of interest-bearing
borrowings (net of cash) by the fair value of property assets, including investment property held for sale, plus
the equity-accounted investments and the listed investments, were 29.2% (FY14: 30.8%). Growthpoint has
consistently applied its policy on fair value measurement in respect of long-term interest-bearing loans and
derivatives and there has been no changes in valuation techniques, nor has there been any transfers between level
1, level 2 and level 3 during the period under review.

Growthpoint has unutilized committed bank facilities in RSA amounting to R4,1 billion and AUD203 million at
HY15 which provides assurance that it will be able to meet its short-term commitments which exceeded current
assets by R2,0 billion at HY15 (FY14: R4,5 billion).

CHANGE IN DIRECTORATE

Mr Colin Steyn retired with effect from 18 November 2014 as a non-executive director of Growthpoint. The Board
thanks Mr Steyn for his thirteen years of distinguished service and contribution to the Group. Mr Estienne de Klerk
was appointed as Managing Director of Growthpoint with effect from 3 March 2015.

EVENTS AFTER THE REPORTING PERIOD

Refer to the commentary under acquisition of interests in Acucap and Sycom and the deemed offer to acquire the
Acucap shares that Growtpoint does not already own.

PROSPECTS

Considering the challenging, low growth domestic macro-economic environment which is currently having
a negative impact on consumers, the overall declining retail environment, as well as current factors driving the
demand for rental space across the retail, office and industrial property sectors, the Board of Growthpoint is of
the view that the previously communicated distribution growth rate for FY15 of between 7.0% and 7.5%, which is
in line with the average growth rate achieved over the past five years, is attainable for the full year to June 2015.

This forecast has been based on the company's revised projections for FY15, taking into account that the majority of
the company's income is contractual rental income, as well as the fact that the interest expense in respect of 78%
of the South African debt has been fixed as at HY15.

This forecast has not been subject to audit or review by the company's independent external auditors.

INTERIM DIVIDEND WITH THE ELECTION TO REINVEST THE CASH DIVIDEND IN RETURN FOR
GROWTHPOINT SHARES

Notice is hereby given of the declaration of the interim dividend number 57 of 84,40000 cents per share for the six
months ended 31 December 2014.

Shareholders will be entitled to elect to reinvest the net Cash Dividend, in return for Growthpoint shares (Share
Alternative), failing which they will receive the net Cash Dividend in respect of all or part of their shareholdings.

Other information:

- issued shares at 31 December 2014: 2 330 921 688 ordinary shares of no par value.
- Income Tax Reference Number of Growthpoint: 9375/077/71/7.
- there are no Secondary Tax on Company (STC) credits available for utilisation against the dividend tax.

In accordance with Growthpoint's status as a Real Estate Investment Trust (REIT) with effect from 1 July 2013,
shareholders are advised that the dividend meets the requirements of a 'qualifying distribution' for the purposes of
section 25BB of the Income Tax Act, No. 58 of 1962 (Income Tax Act). The dividends on the shares will be deemed
to be taxable dividends for South African tax purposes in terms of section 25BB of the Income Tax Act.

TAX IMPLICATIONS FOR SOUTH AFRICAN RESIDENT SHAREHOLDERS

Dividends received by or accrued to South African tax residents must 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. These dividends are however exempt from dividend withholding tax (Dividend Tax) in the hands of South
African resident shareholders provided that the South African resident shareholders have provided to the Central
Securities Depository Participant (CSDP) or broker, as the case may be, in respect of uncertificated shares, or the
company, in respect of certificated shares, a DTD(EX) (Dividend Tax: Declaration and undertaking to be made by
the beneficial owner of a share) form to prove their status as South African residents.

If resident shareholders have not submitted the abovementioned documentation to confirm their status as
South African residents, they are advised to contact their CSDP or broker, as the case may be, to arrange for the
documents to be submitted prior to the payment of the dividend.

TAX IMPLICATIONS FOR NON-RESIDENT SHAREHOLDERS

Dividends received by non-resident shareholders from a REIT will not be taxable as income 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. With effect from 1 January 2014, any dividend received by a non-resident
from a REIT is subject to Dividend Tax at 15%, unless the rate is reduced in terms of any applicable agreement for
the avoidance of double taxation (DTA) between South Africa and the country of residence of the non-resident
shareholder. Assuming Dividend Tax will be withheld at a rate of 15%, the net amount due to non-resident
shareholders is 71,74000 cents per share. A reduced dividend withholding tax rate in terms of the applicable DTA
may only be relied on if the non-resident shareholder has provided the following forms to their CSDP or broker, as
the case may be, in respect of uncertificated shares, or the company, in respect of certificated shares:

- a declaration that the dividend is subject to a reduced rate as a result of the application of the DTA; and
- a written undertaking to inform the CSDP broker or the company, as the case may be, should the circumstances
affecting the reduced rate change or the beneficial owner cease to be the beneficial owner, both in the form
prescribed by the Commissioner of the South African Revenue Services.

If applicable, non-resident shareholders are advised to contact the CSDP, broker or the company, as the case
may be, to arrange for the abovementioned documents to be submitted prior to payment of the dividend if such
documents have not already been submitted.

Summary of the salient dates relating to the Cash Dividend and Share Alternative are as follows:

2015

Circular and form of election posted to shareholders Friday, 06 March
Announcement of Share Alternative issue price and finalisation information Friday, 13 March
Last day to trade ("LDT") cum dividend Friday, 20 March
Shares to trade ex dividend Monday, 23 March
Listing of maximum possible number of Share Alternative shares commences
on the JSE Wednesday, 25 March
Last day to elect to receive the Share Alternative (no late forms of election will be
accepted after 12:00 South African time) Friday, 27 March
Record date Friday, 27 March
Announcement of results of Cash Dividend and Share Alternative released on SENS Monday, 30 March
Cheques posted to certificated shareholders and accounts credited by CSDP or
broker to dematerialised shareholders electing the Cash Alternative, on or about Monday, 30 March
Announcement of results of Cash Dividend and Share Alternative published
in the press Tuesday, 31 March
Share certificates posted to certificated shareholders and accounts credited
by CSDP or broker to dematerialised shareholders electing the Cash
Alternative, on or about Wednesday, 1 April
Adjustment to shares listed, on or about Wednesday, 1 April

Notes:
1. Shareholders electing the Share Alternative are alerted to the fact that the new shares will be listed on LDT + 3 and that these new
shares can only be traded on LDT + 3, due to the fact that settlement of the shares will be three days after record date, which differs
from the conventional one day after record date settlement process.
2. Shares may not be dematerialised or rematerialised between Monday, 23 March 2015 and close of trade on Friday, 27 March 2015.
3. The above dates and times are subject to change. Any changes will be released on SENS and published in the press.
4. The Cash Dividend or Share Alternative may have tax implications for resident and non-resident shareholders. Shareholders are
therefore encouraged to consult their professional advisors should they be in any doubt as to the appropriate action to take.

By order of the Board
GROWTHPOINT PROPERTIES LIMITED
3 March 2015

DIRECTORS
JF Marais (Chairman), HSP Mashaba (Deputy Chairman), LN Sasse* (Chief Executive Officer), EK de Klerk*,
G Völkel*, MG Diliza, PH Fechter, LA Finlay, JC Hayward, HS Herman, SP Mngconkola, R Moonsamy, NBP Nkabinde,
FJ Visser
* Executive

COMPANY SECRETARY
RA Krabbenhöft

TRANSFER SECRETARY
Computershare Investor Services (Pty) Ltd
(Registration number 2004/003647/07)
Ground Floor, 70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107

REGISTERED OFFICE
The Place, 1 Sandton Drive, Sandton, 2196
PO Box 78949, Sandton, 2146

SPONSOR
Investec Bank Limited
(Registration number 1969/004763/06)
100 Grayston Drive, Sandown, Sandton, 2196
PO Box 785700, Sandton, 2146

4 March 2015

Date: 04/03/2015 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.