Response to Growthpoint and Redefine announcements Fountainhead Property Trust A Collective Investment Scheme in property registered in terms of the Collective Investment Schemes Control Act, No 45 of 2002 and managed by Fountainhead Property Trust Management Limited (Registration No. 1983/003324/06) Share Code: FPT ISIN Code: ZAE000097416 (“Fountainhead”) Response to Growthpoint and Redefine announcements Unitholders of Fountainhead (“Unitholders”) are referred to: - The SENS announcement released by Fountainhead on the 28 March 2013 regarding its resolution to terminate its engagement with Growthpoint Properties Limited (“Growthpoint”), in respect of Growthpoint’s proposal to acquire the underlying assets of Fountainhead (“Growthpoint Proposal”). In its announcement, the independent committee of the board of directors of Fountainhead Property Trust Management Limited (“Independent Committee”) indicated that the principal reason for its decision to terminate its engagement with Growthpoint was that Redefine Properties Limited (“Redefine”) had indicated that it would vote against any resolutions or ballot of Unitholders to approve the Growthpoint Proposal. The Independent Committee also indicated in its announcement that it had been advised that Redefine’s stake, at the time, of 45.6% constituted an effective blocking stake in respect of the Growthpoint Proposal unless (i) Redefine is precluded from voting its units in respect of the resolution to approve the Growthpoint Proposal, and (ii) the Growthpoint Proposal can be implemented without the need for a ballot to amend the trust deed of Fountainhead (“Trust Deed”). Consequently, absent a ruling from the stock exchange operated by the JSE Limited (“JSE”) in this regard and sufficient comfort regarding Growthpoint’s ability to implement the Growthpoint Proposal without amendments to the Trust Deed, the Independent Committee indicated that it did not believe that it was in the interests of Unitholders to progress the Growthpoint Proposal given that, in all likelihood, such Proposal will not be approved. - The SENS announcement released by Growthpoint on the 17 April 2013 in which, amongst other things, it reiterated its commitment to progressing the Growthpoint Proposal and that it had requested a formal ruling from the JSE that Redefine be precluded from voting on all resolutions in respect of the Growthpoint Proposal, including the vote required to amend the Trust Deed. - The SENS announcement released by Redefine on 22 April 2013 stating that, amongst other things, the JSE had advised Redefine that it notified Growthpoint in writing on 19 April 2013 that it had declined Growthpoint’s ruling request. Unitholders are advised to take note of the announcements outlined above. Unitholders are further advised that the JSE’s ruling, reiterates and does not alter the position of the Independent Committee as set out in Fountainhead’s 28 March 2013 announcement regarding its resolution to terminate its engagement with Growthpoint in relation to the Growthpoint Proposal. 23 April 2013 Merchant bank and transaction sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Legal Advisor Bowman Gilfillan Inc. Date: 23/04/2013 09:53:00 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.