Acucap Properties Limited / Growthpoint Properties Limited - Results of the Scheme Meeting Acucap Properties Limited Growthpoint Properties Limited Approved as a REIT by the JSE Approved as a REIT by the JSE Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa Registration number 2001/021725/06 Registration number 1987/004988/06 Share code: ACP Share code: GRT ISIN: ZAE000188660 ISIN ZAE000179420 ("Acucap”) (“Growthpoint”) RESULTS OF THE SCHEME MEETING 1. INTRODUCTION 1.1. Acucap and Growthpoint shareholders are referred to the firm intention announcement dated 12 December 2014 and the circular issued to Acucap shareholders dated 15 January 2015 (the “Circular”) regarding the offer by Growthpoint to acquire all of the shares in Acucap that it does not already own, by way of a scheme of arrangement (the “Scheme”) in terms of section 114 of the Companies Act, 2008 (“the Companies Act”) (the “Transaction”). 1.2. The board of directors of Acucap are pleased to announce that at the general meeting of Acucap shareholders held today, Monday, 16 February 2015 at 12h00 (“Scheme Meeting”), all of the resolutions required to give effect to the Scheme as set out in the notice convening the Scheme Meeting incorporated in the Circular, were passed, without modification, by the requisite majority of votes. 1.3. The resolutions required to give effect to the Scheme were voted on as follows: Resolution proposed Number of Shares voted For % Against % Abstained % shares voted as a % of total shares in issue (note 1) (note 2) (note 3) (note 3) (note 2) Special Resolution No. 1– Approval of the Scheme in terms 110,024,523 46% 91% 9% * of section 114 and 115 of the Companies Act Special Resolution No. 2– Revocation of Special Resolution No.1 in terms of 110,024,523 46% 100% 0% * section 164(9)(c) of the Companies Act if the Scheme lapses Ordinary Resolution – General 110,036,193 46% 100% 0% * authorising resolution * less than 0.1% 1. Excludes 83,475,367 Acucap shares held by Growthpoint, which, as the “acquiring party”, was excluded from voting as contemplated in section 115(4) of the Companies Act. 2. Based on 241,002,184 Acucap shares in issue at the date of the Scheme Meeting. 3. In relation to the total number of shares voted at the Scheme Meeting. 2. SCHEME CONDITIONS PRECEDENT Acucap and Growthpoint shareholders are advised that the following conditions precedent to the Scheme, as detailed in the Circular, remain outstanding: 2.1. the Competition Authorities having conditionally or unconditionally approved the Transaction; and 2.2. the issue of a compliance certificate in relation to the Scheme by the Takeover Regulation Panel. 3. SALIENT DATES AND TIMES A finalisation announcement will be made in due course based on the indicative dates and times as detailed in the Circular. Cape Town 16 February 2015 CORPORATE ADVISOR AND SPONSOR TO ACUCAP QUESTCO LEGAL ADVISOR TO ACUCAP CLIFFE DEKKER HOFMEYR COMPETITION LAW ADVISOR TO ACUCAP BAKER & MCKENZIE CORPORATE ADVISOR AND SPONSOR TO GROWTHPOINT INVESTEC BANK LIMITED LEGAL AND COMPETITION LAW ADVISOR TO GROWTHPOINT GLYN MARAIS INC Date: 16/02/2015 03:30:00 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.