Metboard/ Growthpoint - Sanction of the Metboard Scheme of Arrangement

Metboard/ Growthpoint - Sanction of the Metboard Scheme of Arrangement          
Metboard Properties Limited                                                     
(Incorporated in the Republic of South Africa)                                  
(Registration number 1998/005425/06)                                            
Share code: MPL & ISIN: ZAE000014874                                            
("Metboard")                                                                    
Growthpoint Properties Limited                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 1987/004988/06)                                            
Share code: GRT & ISIN: ZAE000037669                                            
("Growthpoint")                                                                 
SANCTION OF THE METBOARD SCHEME OF ARRANGEMENT                                  
1. INTRODUCTION                                                                 
Metboard linked unitholders are referred to the previous announcements regarding
the scheme of arrangement (the "scheme") in terms of section 311 of the         
Companies Act, 1973 (Act 61 of 1973), as amended ("Companies Act"), proposed by 
Growthpoint between Metboard and the holders of the Metboard linked units, other
than Growthpoint ("scheme members"), to acquire all of the Metboard linked units
held by the scheme members ("scheme units"). In terms of the scheme, scheme     
members, recorded as such on the consideration record date of the scheme        
("scheme participants"), which date is to be released on SENS and published in  
the press, will receive 1 new Growthpoint linked unit for every 1.9 Metboard    
linked units held, rounded to the nearest whole number.                         
2. SANCTION OF THE SCHEME                                                       
Subsequent to the approval of the scheme by the requisite majority of scheme    
units held by scheme members at the scheme meeting held on Monday, 24 April     
2006, Metboard linked unitholders are advised that the scheme was sanctioned by 
the High Court of South Africa (Witwatersrand Local Division) ("the Court") on  
Tuesday 9 May 2006.                                                             
3. REMAINING CONDITIONS PRECENDENT                                              
The scheme is subject to the fulfillment of the following remaining conditions  
precedent:                                                                      
3.1  registration of a certified copy of the Order of Court sanctioning the     
     scheme by the Registrar of Companies in terms of the Companies Act; and    
3.2  the implementation of the scheme being approved in terms of the Competition
Act 1998 (Act 89 of 1998), as amended.                                     
4. REMAINING SALIENT DATES                                                      
The remaining salient dates and times will be released on SENS and published in 
the press once the order of court sanctioning the scheme has been registered by 
the Registrar of Companies and after a decision has been received from the      
Competition Authorities.                                                        
Johannesburg                                                                    
9 May 2006                                                                      
Investment bank to Growthpoint                                                  
  Investec Corporate Finance                                                    
  Investec Bank Limited                                                         
  (Registration number 1969/004763/06)                                          
Sponsor to Growthpoint                                                          
  Investec Bank Limited                                                         
  (Registration number 1969/004763/06)                                          
Legal adviser to Growthpoint                                                    
Jowell, Glyn & Marais                                                         
Independent adviser and lead sponsor to Metboard                                
  Ernst & Young                                                                 
  EY Corporate Finance (Pty) Ltd                                                
(Registration number 2000/031575/07)                                          
Sponsor to Metboard                                                             
  Investec Bank Limited                                                         
  (Registration number 1969/004763/06)                                          
Legal adviser to the scheme                                                     
  Fluxmans Attorneys                                                            
  Website: www.fluxmans.com                                                     
  Fluxmans Inc. Registration No: 2000/024775/21                                 
Reporting accountants                                                           
  Ernst & Young                                                                 
  Chartered Accountants (SA)                                                    
  (Registered Accountants and Auditors)                                         
Metboard debenture trustee                                                      
Knowles Husain Lindsay Inc Attorneys                                            
(Registration number 2000/000004/21)                                            
Date: 09/05/2006 04:06:09 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department