Announcement regarding the subscription by Growthpoint for an initial 26.88% stake in Globalworth 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” or the “Company”) ANNOUNCEMENT REGARDING THE SUBSCRIPTION BY GROWTHPOINT FOR AN INITIAL 26.88% STAKE IN GLOBALWORTH REAL ESTATE INVESTMENTS LIMITED 1. Introduction Growthpoint is pleased to announce that it has concluded an agreement to subscribe for an initial c. 26.88% stake in London Alternative Investment Market (“AIM”) listed Globalworth Real Estate Investments Limited (“Globalworth”), Romania’s leading office investor and developer, for a total consideration of €186.4 million (the “Subscription”). Globalworth has agreed to issue Growthpoint 23.3 million subscription shares and 1 million fully-paid up fee shares, giving Growthpoint an initial stake of 24.3 million Globalworth shares (c. 26.88%). A further 1 million fully-paid up fee shares will be issued to Growthpoint by 31 December 2017, thereby increasing Growthpoint’s stake in the enlarged share capital of Globalworth to 25.3 million Globalworth shares (c. 27.66%). 2. Overview of Globalworth Founded in 2013, Globalworth is a real estate investment company active in Central and Southeast Europe with a primary focus on Romania. Globalworth’s portfolio currently comprises 15 high quality real estate investments currently valued at c. €962.4m, all of which are located in Romania. The portfolio comprises a mix of modern “A-grade” office properties, an industrial park, a residential complex, developments under construction and land parcels for future development. Globalworth has a focused investment strategy of building a diversified portfolio of properties in the broader Central and Southeast Europe regions, underpinned by sound local and multinational tenants and Euro-denominated leases. Led by chief executive officer and founder Ioannis Papalekas, who has deep local knowledge and over 15 years’ experience in all aspects of property development, investment, leasing and asset management in Romania, Globalworth is internally managed by a team of c. 70 professionals based in Bucharest. Following the initial Subscription, Mr Papalekas will continue to own c. 25.72% of the enlarged share capital of Globalworth. 3. Rationale for the Subscription Pursuant to its international strategy, Growthpoint continues to seek accretive acquisition opportunities alongside local, highly experienced management teams. The Subscription allows Growthpoint to invest in an established, high-quality real estate company active in the Central and Southeast Europe regions which are expected to benefit from the growing demand for office and industrial real estate, on the back of strong gross domestic product growth as well as the rapid expansion of a young, skilled working population. The investment by Growthpoint facilitates the completion of Globalworth’s development projects and further unlocks potential new pipeline acquisition opportunities, initially in Romania and thereafter across the broader Central and Southeast Europe regions. Furthermore, as an anchor investor committed to the long term growth of Globalworth, Growthpoint introduces access to new sources of funding for Globalworth, as well as access to Growthpoint’s institutional knowledge base through its representation on the Globalworth board of directors and investment committee. The investment also provides Globalworth an increased ability to raise funds from international debt capital markets at an attractive cost. Growthpoint expects the transaction to be accretive to distributions. 4. Conditions precedent and effective date of the Subscription The Subscription is subject to, inter alia, the following conditions precedent: - receipt of exchange control approval from the South African Reserve Bank; and - Globalworth’s shareholders approving the resolutions necessary to approve the Subscription and the admission to listing of the subscription shares to the AIM. The effective date of the Subscription is anticipated to occur before the end of December 2016. 5. Categorisation of the Subscription The Subscription and respective value ratios fall outside the categorisation criteria of the JSE Listings Requirements. This announcement is therefore issued on the basis that the Subscription may impact Growthpoint’s share price. 6. Further information on Globalworth and the Subscription For further information on Globalworth and to view a copy of Globalworth’s shareholder circular and notice of extraordinary meeting in relation to the Subscription, please visit its website: www.globalworth.com. This announcement and any forward-looking statements have not been reviewed by the Company’s auditors. Sandton 1 December 2016 Corporate Advisor and Sponsor to Growthpoint Investec Bank Limited Legal advisors to Growthpoint (South Africa) Glyn Marais Inc. Legal advisors to Growthpoint (United Kingdom) Simmons & Simmons LLP Date: 01/12/2016 04:25:00 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. 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