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 Date: 12/03/2013 11:48:00 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 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 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.