Announcement of Dividend Reinvestment Price and Confirmation of Finalisation Information Growthpoint Properties Limited Approved as a REIT by the JSE (Incorporated in the Republic of South Africa) (Registration number 1987/004988/06) Share code: GRT ISIN ZAE000179420 (“Growthpoint”) ANNOUNCEMENT OF DIVIDEND REINVESTMENT PRICE AND CONFIRMATION OF FINALISATION INFORMATION Further to the announcement of the declaration of the cash dividend and dividend reinvestment alternative included in Growthpoint’s interim results (“Results Announcement”) released on the Stock Exchange News Service (“SENS”) on Tuesday, 4 March 2014 and in the press on Wednesday, 5 March 2014, the price applicable to Growthpoint shareholders electing the dividend reinvestment alternative and recorded in the register on Friday, 28 March 2014 (the “Record Date”), is R21.50 (“Reinvestment Price”). The Reinvestment Price is based on a 4.4% discount to the 5-day volume weighted average price of R22.50 (ex the dividend for the half year ended 31 December 2013 of 78.5 cents), as at the close of business on Wednesday, 12 March 2014. The Reinvestment Price equates to a cum price of R22.25, which is a discount of 4.3% to the 5-day volume weighted average cum price of R23.24 and a discount of 3.8% to the closing price of R23.12 on Wednesday, 12 March 2014. Included in the Reinvestment Price is an antecedent divestiture of 40 cents per share for the period 1 January 2014 to 31 March 2014 in respect of the 2014 final dividend period 1 January 2014 to 30 June 2014. Dividend withholding tax (“Dividend Tax”) implications Dividend Tax implications for South African resident shareholders Dividends received from a Real Estate Investment Trust (“REIT”) are exempt from Dividend Tax in the hands of South African resident shareholders provided that the shareholders have provided the requisite declaration as to residence as detailed in paragraph 5 of the circular to Growthpoint shareholders dated and posted on Thursday, 6 March 2014 (the “Circular”). South African resident shareholders who have submitted the requisite documentation and are exempt from Dividend Tax, will accordingly receive a net dividend of 78.50 cents per share. Dividend Tax implications for non-resident shareholders Dividends received from a REIT by a non-resident shareholder will be 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. A reduced dividend withholding rate in terms of the applicable DTA may only be relied upon if the non-resident shareholder has provided the requisite documentation as detailed in paragraph 5 of the Circular. Non-resident shareholders who have submitted the requisite documentation and assuming that a Dividend Tax rate of 15% is applicable, will accordingly receive a net dividend of 66.72500 cents per share. The impact of Dividend Tax on shareholders has been illustrated by way of the example below: South African resident Non-resident shareholders exempt shareholders subject to from Dividend Tax Dividend Tax at 15% Dividend per share (cents) 78.50000 78.50000 Dividend Tax per dividend (cents) (0.00000) (11.77500) Total net dividend per share (cents) 78.50000 66.72500 Reinvestment Price (R) 21.50 21.50 New shares issued per 100 shares 3.65116 3.10349 Due to the fact that the cash dividend or dividend reinvestment alternative may have tax implications for resident and non-resident shareholders, shareholders are encouraged to consult their professional advisors should they be in any doubt as to the appropriate action to take. Other information: - The number of ordinary issued shares of Growthpoint comprise 2,039,414,551 ordinary shares of no par value before any election to reinvest the cash dividend. - Income Tax Reference Number of Growthpoint: 9375/077/71/7. - There are no secondary tax on company (“STC”) credits available to be utilised against the Dividend Tax. Trading of Growthpoint shares As published in the Results Announcement, shareholders electing the share alternative are once again alerted to the fact that the new shares will be listed on LDT + 2 and that these new shares can only be traded on LDT + 2, being Tuesday, 25 March 2014, due to the fact that settlement of the shares will be two days after Record Date, being Friday, 28 March 2014, which differs from the conventional one day after Record Date settlement process. Shareholders are reminded that the last day to elect to receive the dividend reinvestment alternative is 12:00 (South African time) on Friday, 28 March 2014. The salient dates, timetable and all other information relating to the cash dividend and dividend reinvestment alternative disclosed in the Results Announcement remain unchanged. Sandton 13 March 2014 Sponsor and Investment Bank to Growthpoint Investec Bank Limited Date: 13/03/2014 11:04:00 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.