GROWTHPOINT PROPERTIES LIMITED - Response to announcement by Redefine and Renewal of Cautionary.

Response to announcement by Redefine and Renewal of Cautionary.

Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Linked unit code: GRT ISIN ZAE000037669
(“Growthpoint”)


RENEWAL OF CAUTIONARY AND
RESPONSE TO THE ANNOUNCEMENT BY REDEFINE TO WITHDRAW ITS PROPOSAL TO ACQUIRE THE
FOUNTAINHEAD PORTFOLIO & ACQUIRE A STAKE IN FOUNTAINHEAD.

 Growthpoint linked unitholders are referred to the previous announcements released on SENS in relation to the
 offer by Growthpoint (the “Growthpoint Offer”) to acquire all of the property assets of Fountainhead Property
 Trust (“Fountainhead”) as well as the announcement released on SENS by Redefine Properties Limited
 (“Redefine”) in relation to, inter alia, the withdrawal of the Redefine offer to acquire the Fountainhead portfolio
 (the “Redefine Offer”) (the “Redefine Announcement”).

 Growthpoint remains committed to engaging with the Independent Committee of Fountainhead Property Trust
 Management Limited (the “Independent Committee”) to progress the Growthpoint Offer in order to afford all
 Fountainhead unitholders the opportunity to consider its offer of 37 Growthpoint linked units for every 100
 Fountainhead units in existence at the effective date.

 The Growthpoint Offer per unit remains at a considerable premium of 10.3% to the current Fountainhead price
 per unit as at market close on 11 March 2013. In addition the Growthpoint Offer is superior to the proposal
 currently being offered by Redefine to only a limited number of Fountainhead unitholders as set out in the
 Redefine Announcement on 11 March 2013, of 12.15 Hyprop Investments Limited (“Hyprop”) units per 100
 Fountainhead units (the “Redefine Proposal”), given that Growthpoint’s Offer is at a premium of 7.5% to the
 Redefine Proposal.

 Redefine continues to highlight the negative impact that uncertainty is having on the assets and day-to-day
 business of Fountainhead. Growthpoint wishes to emphasize that Fountainhead Property Trust Management
 Limited (the “Manco”) has the responsibility for managing the day-to-day business of Fountainhead for which it
 receives gross fees in excess of R60 million per annum. Negotiations with tenants, proposed redevelopments
 and decisions on capital expenditure are day-to-day operational matters that should in no way be impacted by
 the Growthpoint Offer. Dealing with the Growthpoint Offer has to date been the exclusive domain of the
 Independent Committee and its advisors.

 Furthermore Growthpoint notes the views expressed by Redefine in respect of certain legal matters and the
 timing to conclude the litigation threatened by it in the Redefine Announcement as well as other public
 statements. Growthpoint's own extensive independent legal advice contradicts these views. Redefine’s abrupt
 change in strategy confirms its own lack of confidence in these views and the prospects of success of the
 arguments it has so far sought to advance.

 As far as Redefine's assertion that there is no longer any practical likelihood that the Growthpoint Offer can
 succeed and a unitholder holding approximately 33 percent of the Fountainhead units in issue would be able to
 block approval of the Growthpoint Offer is concerned, Growthpoint's legal advice is that such an assertion is
 without merit.

 Redefine further contends that it has taken decisive action in order to protect and safeguard the interests of
 Fountainhead, Fountainhead unitholders and Redefine. However, through its actions, it is seeking to deliberately
 preclude Fountainhead and all its unitholders from being given the opportunity of considering the Growthpoint
 Offer which has significant financial benefit to them, as highlighted above.


 Renewal of cautionary announcement

 Further to the cautionary announcement released on SENS on 21 February 2013, Growthpoint linked unitholders
 are advised that discussions with various stakeholders of Fountainhead remain in progress.

 Accordingly, Growthpoint linked unitholders are advised to continue exercising caution when dealing in their
 linked units until a full announcement is made.


 12 March 2013

               Investment bank                                                   Sponsor
          Investec Corporate Finance                                       Investec Bank Limited

               Legal advisers
           Glyn Marais Incorporated

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