Notice to shareholders in terms of Section 45(5) of the Companies Act, 71 of 2008 Growthpoint Properties Limited Approved as a REIT by the JSE (Incorporated in the Republic of South Africa) Registration number 1987/004988/06 ISIN: ZAE000179420 JSE Share code: GRT ("Growthpoint” or “the Company”) NOTICE TO SHAREHOLDERS IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71 OF 2008 ("THE COMPANIES ACT") In terms of section 45(5) of the Companies Act, notice is hereby provided to shareholders that, by virtue of the authority granted by shareholders at the annual general meeting held on 18 November 2014, Growthpoint's Board passed resolutions on 15 October 2015 to grant financial assistance to three of its property-owning subsidiaries, as contemplated in section 45 (2) of the Companies Act, by way of Growthpoint giving guarantees in respect of loan facilities provided to the subsidiaries by Nedbank Limited (R6,484 million) and The Standard Bank of South Africa Limited (R1,700 million). At the time of passing the resolutions, the Board ensured that the Company would satisfy the solvency and liquidity test contemplated in section 4 of the Companies Act at the time of providing this financial assistance, that the Company has complied with its Memorandum of Incorporation and the Companies Act, and that the terms upon which the financial assistance was granted are fair and reasonable to the Company. A copy of this notice has also been made available on the Company’s website at: (http://www.growthpoint.co.za/Pages/InvestorLanding.aspx) By order of the Board Sandton 21 October 2015 Sponsor: Investec Bank Limited Date: 22/10/2015 08:45:00 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.